Free Writing Prospectus
Filed Pursuant To Rule 433
Registration Statement No.: 333-131262
The information in this Free Writing Prospectus is not complete and may be changed by delivery of information prior to the time of sale. This Free Writing Prospectus is not 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 FREE WRITING PROSPECTUS MAY BE AMENDED OR COMPLETED PRIOR TO SALE, DATED OCTOBER 12, 2007
PROSPECTUS SUPPLEMENT
(To accompany prospectus dated October 19, 2006)
$1,348,135,000 (Approximate)
(Offered Certificates)
Wachovia Bank Commercial Mortgage Trust
Commercial Mortgage Pass-Through Certificates
Series 2007-C34
(Issuing Entity)
Wachovia Commercial Mortgage Securities, Inc.
(Depositor)
Wachovia Bank, National Association
Barclays Capital Real Estate Inc.
(Sponsors)
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You should carefully consider the risk factors beginning 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 issuing entity only. They will not represent obligations of the sponsors, the depositor, any of their respective affiliates or 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 19, 2006. | The trust fund: | ||
• | As of November 1, 2007, the mortgage loans included in the trust fund will have an aggregate principal balance of approximately $1,479,435,064. | ||
• | The trust fund will consist of a pool of 109 fixed rate mortgage loans. | ||
• | The mortgage loans are secured by first liens on commercial and multifamily properties. | ||
• | All of the mortgage loans were originated or acquired by Wachovia Bank, National Association and Barclays Capital Real Estate Inc. | ||
The certificates: | |||
• | The trust fund will issue 27 classes of certificates. | ||
• | Only the 13 classes of offered certificates described in the following table are being offered by this prospectus supplement and the accompanying prospectus. Distributions on the certificates will occur on a monthly basis, commencing in December 2007. | ||
• | The only credit support for any class of offered certificates will consist of the subordination of the classes of certificates, if any, having a lower payment priority. |
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Class | ![]() | ![]() | Original Certificate Balance or Notional Amount(1) | ![]() | ![]() | Percentage of Cut-Off Date Pool Balance | ![]() | ![]() | Pass-Through Rate Description | ![]() | ![]() | Assumed Final Distribution Dates(2) | ![]() | ![]() | CUSIP No. | ![]() | ![]() | Expected Moody’s/S&P Rating(3) | |||||||||
Class A-1 | ![]() | ![]() | ![]() | $ | 18,111,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.224 | % | ![]() | ![]() | ![]() | ![]() | Fixed | ![]() | ![]() | ![]() | March 15, 2012 | ![]() | ![]() | ![]() | ![]() | Aaa/AAA | |
Class A-2 | ![]() | ![]() | ![]() | $ | 178,441,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 12.061 | % | ![]() | ![]() | ![]() | ![]() | Fixed | ![]() | ![]() | ![]() | August 15, 2012 | ![]() | ![]() | ![]() | ![]() | Aaa/AAA | |
Class A-PB | ![]() | ![]() | ![]() | $ | 48,817,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.300 | % | ![]() | ![]() | ![]() | ![]() | Fixed | ![]() | ![]() | ![]() | January 15, 2017 | ![]() | ![]() | ![]() | ![]() | Aaa/AAA | |
Class A-3 | ![]() | ![]() | ![]() | $ | 474,091,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 32.045 | % | ![]() | ![]() | ![]() | ![]() | Fixed(4 | ) | ![]() | ![]() | July 15, 2017 | ![]() | ![]() | ![]() | ![]() | Aaa/AAA | |
Class A-1A | ![]() | ![]() | ![]() | $ | 316,144,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 21.369 | % | ![]() | ![]() | ![]() | ![]() | Fixed(4 | ) | ![]() | ![]() | August 15, 2017 | ![]() | ![]() | ![]() | ![]() | Aaa/AAA | |
Class IO(5) | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | NA | ![]() | ![]() | ![]() | Variable | ![]() | ![]() | NA | ![]() | ![]() | ![]() | ![]() | Aaa/AAA | ||||
Class A-M | ![]() | ![]() | ![]() | $ | 147,944,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.000 | % | ![]() | ![]() | ![]() | ![]() | Fixed(4 | ) | ![]() | ![]() | September 15, 2017 | ![]() | ![]() | ![]() | ![]() | Aaa/AAA | |
Class A-J | ![]() | ![]() | ![]() | $ | 88,766,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 6.000 | % | ![]() | ![]() | ![]() | ![]() | WAC(6 | ) | ![]() | ![]() | September 15, 2017 | ![]() | ![]() | ![]() | ![]() | Aaa/AAA | |
Class B | ![]() | ![]() | ![]() | $ | 18,493,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.250 | % | ![]() | ![]() | ![]() | ![]() | WAC(6 | ) | ![]() | ![]() | September 15, 2017 | ![]() | ![]() | ![]() | ![]() | Aa1/AA+ | |
Class C | ![]() | ![]() | ![]() | $ | 16,643,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.125 | % | ![]() | ![]() | ![]() | ![]() | WAC(6 | ) | ![]() | ![]() | September 15, 2017 | ![]() | ![]() | ![]() | ![]() | Aa2/AA | |
Class D | ![]() | ![]() | ![]() | $ | 16,644,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.125 | % | ![]() | ![]() | ![]() | ![]() | WAC(6 | ) | ![]() | ![]() | September 15, 2017 | ![]() | ![]() | ![]() | ![]() | Aa3/AA− | |
Class E | ![]() | ![]() | ![]() | $ | 11,096,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.750 | % | ![]() | ![]() | ![]() | ![]() | WAC(6 | ) | ![]() | ![]() | September 15, 2017 | ![]() | ![]() | ![]() | ![]() | A1/A+ | |
Class F | ![]() | ![]() | ![]() | $ | 12,945,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.875 | % | ![]() | ![]() | ![]() | ![]() | WAC(6 | ) | ![]() | ![]() | September 15, 2017 | ![]() | ![]() | ![]() | ![]() | A2/A |
(Footnotes explaining the table are on page S-3)
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) (SEC File No. 333-131262) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8 a.m. – 5 p.m. EST).
Neither the SEC 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 Barclays Capital Inc. are acting as co-lead managers for this offering. Wachovia Capital Markets, LLC is acting as sole bookrunner for this offering. Lehman Brothers Inc. is acting as co-manager for this offering. Wachovia Capital Markets, LLC, Barclays Capital Inc. and Lehman Brothers Inc. are required to purchase the offered certificates from us, subject to certain conditions. The underwriters will offer the offered certificates to the public from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. It is intended that Wachovia Securities International Limited will act as a member of the selling group on behalf of Wachovia Capital Markets, LLC and may sell offered certificates on behalf of Wachovia Capital Markets, LLC in certain jurisdictions. We expect to receive from this offering approximately % of the initial certificate balance of the offered certificates, plus accrued interest from November 1, 2007, before deducting expenses.
We expect that delivery of the offered certificates will be made in book-entry form on or about November 13, 2007.
WACHOVIA SECURITIES | Barclays Capital |
Lehman Brothers
October , 2007
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IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES
The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us.
As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued and the underlying transaction actually consummated having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.
You have requested that the underwriters provide to you information in connection with your consideration of the purchase of certain offered certificates described in this prospectus supplement. This Free Writing Prospectus is being provided to you for informative purposes only in response to your specific request. The underwriters described in this Free Writing Prospectus may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this prospectus supplement. The underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this Free Writing Prospectus.
The information contained herein supersedes any such previous information delivered to you and may be superseded by information delivered to you prior to the time of sale. This Free Writing Prospectus is also referred to herein as the ‘‘prospectus supplement’’.
This Free Writing Prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement.
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:
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• | SUMMARY OF PROSPECTUS SUPPLEMENT, commencing on page S-6 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 |
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• | 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. |
S-1
This prospectus supplement and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions. The Table 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-198 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:
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• | if used in a jurisdiction in which such offer or solicitation is not authorized; |
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• | if the person making such offer or solicitation is not qualified to do so; or |
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• | 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.
EUROPEAN ECONOMIC AREA
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a ‘‘Relevant Member State’’), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an offer of certificates to the public in that Relevant Member State prior to the publication of a prospectus in relation to the certificates which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of certificates to the public in that Relevant Member State at any time:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
(c) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an ‘‘offer of certificates to the public’’ in relation to any certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the certificates to be offered so as to enable an investor to decide to purchase or subscribe the certificates, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
S-2
UNITED KINGDOM
Each underwriter has represented and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’)) received by it in connection with the issue or sale of the certificates in circumstances in which Section 21(1) of the FSMA does not apply to the issuer; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the certificates in, from or otherwise involving the United Kingdom.
NOTICE TO UNITED KINGDOM INVESTORS
The distribution of this prospectus if made by a person who is not an authorized person under the FSMA, is being made only to, or directed only at persons who (1) are outside the United Kingdom, or (2) have professional experience in matters relating to investments, or (3) are persons falling within Article 49(2)(a) through (d) (‘‘high net worth companies, unincorporated associations, etc.’’) or 19 (Investment Professionals) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as the ‘‘Relevant Persons’’). This prospectus must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this prospectus relates, including the offered certificates, is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Potential investors in the United Kingdom are advised that all, or most, of the protections afforded by the United Kingdom regulatory system will not apply to an investment in the offered certificates and that compensation will not be available under the United Kingdom Financial Services Compensation Scheme.
(Footnotes to table on the front cover)
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(1) | Subject to a permitted variance of plus or minus 5.0%. |
(2) | The ‘‘Assumed Final Distribution Date’’ has been determined on the basis of the assumptions set forth in ‘‘DESCRIPTION OF THE CERTIFICATES—Assumed Final Distribution Date; Rated Final Distribution Date’’ in this prospectus supplement and a 0% CPR (as defined in ‘‘YIELD AND MATURITY CONSIDERATIONS—Weighted Average Life’’ in this prospectus supplement). The ‘‘Rated Final Distribution Date’’ is the distribution date to occur in May 2046. See ‘‘DESCRIPTION OF THE CERTIFICATES—Assumed Final Distribution Date; Rated Final Distribution Date’’ and ‘‘RATINGS’’ in this prospectus supplement. |
(3) | By each of Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc. and Moody’s Investors Service, Inc. See ‘‘RATINGS’’ in this prospectus supplement. |
(4) | The pass-through rate applicable to each of the Class A-3, Class A-1A and Class A-M certificates for any distribution date will be equal to a maximum rate equal to the applicable weighted average net mortgage rate (calculated as described herein) for the related date. |
(5) | The Class IO certificates will not have certificate balances and their holders will not receive distributions of principal, but such holders are entitled to receive payments of the aggregate interest accrued on the notional amount of the Class IO certificates, as described in this prospectus supplement. The interest rate applicable to the Class IO 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. |
(6) | The pass-through rate applicable to each of the Class A-J, Class B, Class C, Class D, Class E and Class F certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described herein) for the related date. |
S-3
TABLE OF CONTENTS
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S-4
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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 (Pools and Portfolios) | ![]() | ![]() | A-5 | ![]() | ![]() | |
ANNEX A-6 | ![]() | ![]() | Debt Service Payment Schedule for the One & Two Riverwood, The Falls at Highpoint Apartments, One Ridgmar Centre, Governor’s Pointe Office Campus and Hidden Lakes Apartments Loans | ![]() | ![]() | A-6 | ![]() | ![]() | |
ANNEX B | ![]() | ![]() | Certain Mortgage Pool Information | ![]() | ![]() | B-1 | ![]() | ![]() | |
ANNEX C | ![]() | ![]() | Form of Distribution Date Statement | ![]() | ![]() | C-1 | ![]() | ![]() | |
ANNEX D | ![]() | ![]() | Top Twenty Large Loan Summaries | ![]() | ![]() | D-1 | ![]() | ![]() | |
ANNEX E | ![]() | ![]() | Loan Group 1 Short-Term Collateral Summary | ![]() | ![]() | E-1 | ![]() | ![]() | |
ANNEX F | ![]() | ![]() | Class A-PB Planned Principal Balance Schedule | ![]() | ![]() | F-1 | ![]() | ![]() |
S-5
SUMMARY OF PROSPECTUS SUPPLEMENT
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• | 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. |
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• | 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. |
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• | 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. |
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• | For purposes of making distributions to the Class A-1, Class A-2, Class A-PB, Class A-3 and Class A-1A certificates, the pool of mortgage loans will be deemed to consist of 2 distinct loan groups, loan group 1 and loan group 2. |
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• | 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 November 1, 2007, with respect to 30 mortgage loans and November 11, 2007, with respect to 79 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 schedul ed 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. |
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• | Two (2) mortgage loans, Winn-Dixie Distribution Center — Orlando, FL and Winn-Dixie Headquarters/Manufacturing — Jacksonville, FL, are part of a split loan structure where the companion loan(s) that are part of the split loan structure are pari passu and subordinate in right of entitlement to payment with the mortgage loan. Certain of the mortgage loans are each part of a split loan structure in which the related companion loan(s) are subordinate to the related mortgage loan. 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. |
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• | 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-6
OVERVIEW OF THE CERTIFICATES
The table below lists certain summary information concerning the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C34, 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.
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Class | ![]() | ![]() | Closing Date Certificate Balance or Notional Amount(1) | ![]() | ![]() | Percentage of Cut-Off Date Pool Balance | ![]() | ![]() | Credit Support | ![]() | ![]() | Pass-Through Rate Description | ![]() | ![]() | Initial Pass- Through Rate | ![]() | ![]() | Weighted Average Life (years)(2) | ![]() | ![]() | Cash Flow or Principal Window (Mon./Yr.)(2) | ![]() | ![]() | Expected Moody’s/ S&P Rating(3) | ||||||||||||
Class A-1 | ![]() | ![]() | ![]() | $ | 18,111,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.224 | % | ![]() | ![]() | ![]() | ![]() | 30.000 | % | ![]() | ![]() | Fixed | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | 2.38 | ![]() | ![]() | ![]() | 12/07 – 03/12 | ![]() | ![]() | Aaa/AAA |
Class A-2 | ![]() | ![]() | ![]() | $ | 178,441,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 12.061 | % | ![]() | ![]() | ![]() | ![]() | 30.000 | % | ![]() | ![]() | Fixed | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | 4.65 | ![]() | ![]() | ![]() | 03/12 – 08/12 | ![]() | ![]() | Aaa/AAA |
Class A-PB | ![]() | ![]() | ![]() | $ | 48,817,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.300 | % | ![]() | ![]() | ![]() | ![]() | 30.000 | % | ![]() | ![]() | Fixed | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | 7.08 | ![]() | ![]() | ![]() | 08/12 – 01/17 | ![]() | ![]() | Aaa/AAA |
Class A-3 | ![]() | ![]() | ![]() | $ | 474,091,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 32.045 | % | ![]() | ![]() | ![]() | ![]() | 30.000 | % | ![]() | ![]() | Fixed(4) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | 9.44 | ![]() | ![]() | ![]() | 01/17 – 07/17 | ![]() | ![]() | Aaa/AAA |
Class A-1A | ![]() | ![]() | ![]() | $ | 316,144,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 21.369 | % | ![]() | ![]() | ![]() | ![]() | 30.000 | % | ![]() | ![]() | Fixed(4) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | 7.54 | ![]() | ![]() | ![]() | 09/09 – 08/17 | ![]() | ![]() | Aaa/AAA |
Class IO(5) | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | NA | ![]() | ![]() | ![]() | ![]() | ![]() | NA | ![]() | ![]() | ![]() | Variable | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | NA | ![]() | ![]() | ![]() | NA | ![]() | ![]() | Aaa/AAA |
Class A-M | ![]() | ![]() | ![]() | $ | 147,944,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.000 | % | ![]() | ![]() | ![]() | ![]() | 20.000 | % | ![]() | ![]() | Fixed(4) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | 9.79 | ![]() | ![]() | ![]() | 08/17 – 09/17 | ![]() | ![]() | Aaa/AAA |
Class A-J | ![]() | ![]() | ![]() | $ | 88,766,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 6.000 | % | ![]() | ![]() | ![]() | ![]() | 14.000 | % | ![]() | ![]() | WAC(6) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | 09/17 – 09/17 | ![]() | ![]() | Aaa/AAA |
Class B | ![]() | ![]() | ![]() | $ | 18,493,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.250 | % | ![]() | ![]() | ![]() | ![]() | 12.750 | % | ![]() | ![]() | WAC(6) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | 09/17 – 09/17 | ![]() | ![]() | Aa1/AA+ |
Class C | ![]() | ![]() | ![]() | $ | 16,643,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.125 | % | ![]() | ![]() | ![]() | ![]() | 11.625 | % | ![]() | ![]() | WAC(6) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | 09/17 – 09/17 | ![]() | ![]() | Aa2/AA |
Class D | ![]() | ![]() | ![]() | $ | 16,644,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.125 | % | ![]() | ![]() | ![]() | ![]() | 10.500 | % | ![]() | ![]() | WAC(6) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | 09/17 – 09/17 | ![]() | ![]() | Aa3/AA− |
Class E | ![]() | ![]() | ![]() | $ | 11,096,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.750 | % | ![]() | ![]() | ![]() | ![]() | 9.750 | % | ![]() | ![]() | WAC(6) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | 09/17 – 09/17 | ![]() | ![]() | A1/A+ |
Class F | ![]() | ![]() | ![]() | $ | 12,945,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.875 | % | ![]() | ![]() | ![]() | ![]() | 8.875 | % | ![]() | ![]() | WAC(6) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | 09/17 – 09/17 | ![]() | ![]() | A2/A |
Class G | ![]() | ![]() | ![]() | $ | 16,643,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.125 | % | ![]() | ![]() | ![]() | ![]() | 7.750 | % | ![]() | ![]() | WAC(6) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | (7 | ) | ![]() | ![]() | (7) | ![]() | ![]() | A3/A− |
Class H | ![]() | ![]() | ![]() | $ | 18,493,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.250 | % | ![]() | ![]() | ![]() | ![]() | 6.500 | % | ![]() | ![]() | WAC(6) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | (7 | ) | ![]() | ![]() | (7) | ![]() | ![]() | Baa1/BBB+ |
Class J | ![]() | ![]() | ![]() | $ | 18,493,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.250 | % | ![]() | ![]() | ![]() | ![]() | 5.250 | % | ![]() | ![]() | WAC(6) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | (7 | ) | ![]() | ![]() | (7) | ![]() | ![]() | Baa2/BBB |
Class K | ![]() | ![]() | ![]() | $ | 14,795,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.000 | % | ![]() | ![]() | ![]() | ![]() | 4.250 | % | ![]() | ![]() | WAC(6) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | (7 | ) | ![]() | ![]() | (7) | ![]() | ![]() | Baa3/BBB− |
Class L | ![]() | ![]() | ![]() | $ | 11,095,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.750 | % | ![]() | ![]() | ![]() | ![]() | 3.500 | % | ![]() | ![]() | Fixed | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | (7 | ) | ![]() | ![]() | (7) | ![]() | ![]() | Ba1/BB+ |
Class M | ![]() | ![]() | ![]() | $ | 5,548,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.375 | % | ![]() | ![]() | ![]() | ![]() | 3.125 | % | ![]() | ![]() | Fixed | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | (7 | ) | ![]() | ![]() | (7) | ![]() | ![]() | Ba2/BB |
Class N | ![]() | ![]() | ![]() | $ | 7,397,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.500 | % | ![]() | ![]() | ![]() | ![]() | 2.625 | % | ![]() | ![]() | Fixed | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | (7 | ) | ![]() | ![]() | (7) | ![]() | ![]() | Ba3/BB− |
Class O | ![]() | ![]() | ![]() | $ | 3,699,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.250 | % | ![]() | ![]() | ![]() | ![]() | 2.375 | % | ![]() | ![]() | Fixed | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | (7 | ) | ![]() | ![]() | (7) | ![]() | ![]() | B1/B+ |
Class P | ![]() | ![]() | ![]() | $ | 3,699,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.250 | % | ![]() | ![]() | ![]() | ![]() | 2.125 | % | ![]() | ![]() | Fixed(4) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | (7 | ) | ![]() | ![]() | (7) | ![]() | ![]() | B2/B |
Class Q | ![]() | ![]() | ![]() | $ | 5,547,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.375 | % | ![]() | ![]() | ![]() | ![]() | 1.750 | % | ![]() | ![]() | Fixed(4) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | (7 | ) | ![]() | ![]() | (7) | ![]() | ![]() | B3/B− |
Class S | ![]() | ![]() | ![]() | $ | 25,891,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.750 | % | ![]() | ![]() | ![]() | ![]() | 0.000 | % | ![]() | ![]() | Fixed(4) | ![]() | ![]() | % | ![]() | ![]() | ![]() | ![]() | (7 | ) | ![]() | ![]() | (7) | ![]() | ![]() | NR/NR |
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(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 Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. See ‘‘RATINGS’’ in this prospectus supplement. |
(4) | The pass-through rate applicable to the Class A-3, Class A-1A, Class A-M, Class P, Class Q and Class S certificates for any distribution date will be subject to a maximum rate equal to the applicable weighted average net mortgage rate (calculated as described herein) for the related date. |
(5) | The Class IO certificates will not have certificate balances and their holders will not receive distributions of principal, but such holders are entitled to receive payments of the aggregate interest accrued on the notional amount of the Class IO certificates, as described in this prospectus supplement. The interest rate applicable to the Class IO 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. |
(6) | The pass-through rate applicable to the Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described herein) for the related date. |
(7) | 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. |
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S-7
THE PARTIES
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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 November 1, 2007, by and among the depositor, the master servicer, the special servicer and the trustee. |
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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, a sponsor, the master servicer and an affiliate of one of the underwriters. Our principal executive office is located at 301 South College Street, Charlotte, North Carolina 28288-0166 and our telephone number is (704) 374-6161. Neither we nor any of our affiliates have insured or guaranteed the offered certificates. For more detailed information, see ‘‘THE DEPOSITOR’’ in the accompanying prospectus. |
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![]() | 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. | |
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The Issuing Entity | ![]() | A common law trust, created under the laws of the State of New York, to be established on the closing date under the pooling and servicing agreement. The issuing entity is also sometimes referred to herein as the trust fund. For more detailed information, see ‘‘DESCRIPTION OF THE CERTIFICATES—The Issuing Entity’’ in this prospectus supplement and the accompanying prospectus. |
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The Sponsors | ![]() | Each of Wachovia Bank, National Association and Barclays Capital Real Estate Inc. is a sponsor for this transaction. For more information, see ‘‘DESCRIPTION OF THE MORTGAGE POOL—The Sponsors’’ in this prospectus supplement and ‘‘THE SPONSOR’’ in the accompanying prospectus. |
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The Mortgage Loan Sellers | ![]() | Each of the sponsors will be a mortgage loan seller for this transaction. For more information, see ‘‘DESCRIPTION OF THE MORTGAGE POOL—The Mortgage Loan Sellers’’ in this prospectus supplement. Wachovia Bank, National Association is the master servicer and a sponsor and is an affiliate of the depositor and one of the underwriters. Barclays Capital Real Estate Inc. is a sponsor and is an affiliate of Barclays Capital Inc. 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. |
S-8
Mortgage Loans by Mortgage Loan Seller
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Mortgage Loan Seller | ![]() | ![]() | Number of Mortgage Loans | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | ![]() | ![]() | % of Group 1 Balance | ![]() | ![]() | % of Group 2 Balance | |||||||||||||||
Wachovia Bank, National Association | ![]() | ![]() | ![]() | ![]() | 83 | ![]() | ![]() | ![]() | ![]() | $ | 1,236,661,626 | ![]() | ![]() | ![]() | ![]() | ![]() | 83.6 | % | ![]() | ![]() | ![]() | ![]() | 87.7 | % | ![]() | ![]() | ![]() | ![]() | 68.3 | % |
Barclays Capital Real Estate Inc. | ![]() | ![]() | ![]() | ![]() | 26 | ![]() | ![]() | ![]() | ![]() | ![]() | 242,773,439 | ![]() | ![]() | ![]() | ![]() | ![]() | 16.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 12.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 31.7 | ![]() |
Total | ![]() | ![]() | ![]() | ![]() | 109 | ![]() | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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The Master Servicer | ![]() | Wachovia Bank, National Association. Wachovia Bank, National Association is one of the mortgage loan sellers, a sponsor, an affiliate of the depositor and 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. |
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![]() | See ‘‘SERVICING OF THE MORTGAGE LOANS—The Master Servicer’’ in this prospectus supplement. | |
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The Primary Servicer for the BCRE Mortgage Loans | ![]() | Bank of America, N.A. is the primary servicer of the mortgage loans originated by Barclays Capital Real Estate Inc. Its main servicing offices are located at 900 West Trade Street, Suite 650, NC1-026-06-01, North Carolina 28255 and the telephone number is (704) 386-5478. See ‘‘SERVICING OF THE MORTGAGE LOANS—Bank of America, N.A. as a Primary Servicer’’ in this prospectus supplement. |
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The Special Servicer | ![]() | Initially, CWCapital Asset Management LLC. The special servicer will be responsible for performing certain servicing functions with respect to the mortgage loans included in the trust fund and the companion loans which are not part of the trust fund that, in general, are in default or as to which default is imminent. |
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![]() | Some holders of certificates (initially the holder of the Class S certificates) 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. See ‘‘SERVICING OF THE MORTGAGE LOANS—The Special Servicer’’ and ‘‘—The Controlling Class Representative’’ in this prospectus supplement. | |
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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. |
S-9
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The Underwriters | ![]() | Wachovia Capital Markets, LLC, Barclays Capital Inc., and Lehman Brothers Inc. It is intended that Wachovia Securities International Limited will act as a member of the selling group on behalf of Wachovia Capital Markets, LLC and may sell offered certificates on behalf of Wachovia Capital Markets, LLC in certain jurisdictions. Wachovia Capital Markets, LLC is an affiliate of the depositor and of Wachovia Bank, National Association, which is the master servicer, a sponsor and one of the mortgage loan sellers. Barclays Capital Inc. is an affiliate of Barclays Capital Real Estate Inc., which is a sponsor and one of the mortgage loan sellers. See ‘‘RISK FACTORS—The Offered Certificates—Potential Conflicts of Interest’’ in this prospectus supplement. Wachovia Capita l Markets, LLC and Barclays Capital Inc. are acting as co-lead managers for this offering. Lehman Brothers Inc. is acting as co-manager for this offering. Wachovia Capital Markets, LLC is acting as sole bookrunner with respect to the offered certificates. |
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Certain Affiliations | ![]() | Wachovia Bank, National Association and its affiliates are playing several roles in this transaction. Wachovia Bank, National Association is a mortgage loan seller, the master servicer and a sponsor. Wachovia Commercial Mortgage Securities, Inc. is the depositor and a wholly-owned subsidiary of Wachovia Bank, National Association. Wachovia Bank, National Association and Barclays Capital Real Estate Inc. originated or acquired the mortgage loans and will be selling them to the depositor. Wachovia Bank, National Association is also an affiliate of Wachovia Capital Markets, LLC, an underwriter for the offering of the certificates. Barclays Capital Real Estate Inc., a sponsor and a mortgage loan seller, is an affiliate of Barclays Capital Inc., an underwriter for the offering of the certificates. The se roles and other potential relationships may give rise to conflicts of interest as further described under ‘‘RISK FACTORS—The Offered Certificates—Potential Conflicts of Interest’’ in this prospectus supplement. |
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Significant Obligor | ![]() | The mortgaged properties described in Annex D and in ‘‘DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans’’ securing the Ashford Hospitality Pool 5 mortgage loan, representing 10.7% of the mortgage pool (13.6% of loan group 1) is a ‘‘significant obligor’’ with respect to this offering. The borrowers under the Ashford Hospitality Pool 5 mortgage loan are Ashford Durham I LLC and Ashford Durham II LLC, as tenants in common, Ashford Bridgewater Hotel Partnership, LP, Ashford Market Center LP, Ashford Flagstaff, LP and Ashford Bucks County LLC. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Significant Obligors’’, ‘‘—Twenty Largest Mortgage Loans’’ in this prospectus supplement and th e description of the Ashford Hospitality Pool 5 mortgage loan in Annex D to this prospectus supplement. |
S-10
Transaction Overview
On the closing date, the mortgage loan sellers will sell the mortgage loans to the depositor, which will in turn deposit them into a common law trust created on the closing date. The trust fund, which will be the issuing entity, will be formed by a pooling and servicing agreement, to be dated as of November 1, 2007, among the depositor, the master servicer, the special servicer and the trustee. The master servicer will service the mortgage loans in accordance with the pooling and servicing agreement and provide the information to the trustee necessary for the trustee to calculate distributions and other information regarding the certificates.
The transfers of the mortgage loans from the sponsors/mortgage loan sellers to the depositor and from the depositor to the issuing entity in exchange for the certificates are illustrated below:
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S-11
IMPORTANT DATES AND PERIODS
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Closing Date | ![]() | On or about November 13, 2007. |
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Cut-Off Date | ![]() | For 30 mortgage loans, representing 19.7% of the mortgage pool (22 mortgage loans in loan group 1 or 16.5% and 8 mortgage loans in loan group 2 or 31.7%), November 1, 2007, and for 79 mortgage loans, representing 80.3% of the mortgage pool (70 mortgage loans in loan group 1 or 83.5% and 9 mortgage loans in loan group 2 or 68.3%), November 11, 2007. 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. |
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Distribution Date | ![]() | The fourth business day following the related determination date, commencing in December 2007. |
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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 December 2007. |
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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, and in the event that the payment date (after giving effect to any grace period) related to any distribution date occurs after the related col lection period, any amounts received on that payment date (after giving effect to any grace period) will be deemed to have been received during the related collection period and not during any other collection period. |
S-12
THE CERTIFICATES
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Offered Certificates | ![]() | We are offering to you the following 13 classes of certificates of our Commercial Mortgage Pass-Through Certificates, Series 2007-C34 pursuant to this prospectus supplement: |
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![]() | Class A-1 Class A-2 Class A-PB Class A-3 Class A-1A Class IO Class A-M Class A-J Class B Class C Class D Class E Class F | ||
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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-2, Class A-PB, Class A-3 and Class A-1A certificates, the mortgage pool will be deemed to consist of 2 loan groups: |
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![]() | • | Loan group 1 will consist of all of the mortgage loans that are not secured by multifamily or mobile home park properties and 1 mortgage loan that is secured by a multifamily property. | |
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![]() | • | Loan group 2 will consist of 17 mortgage loans that are secured by multifamily or mobile home park properties. | |
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![]() | Annex A-1 to this prospectus supplement sets forth the loan group designation for each mortgage loan. | |
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![]() | The trustee will distribute amounts to the extent that the money is available after the payment of fees and expenses of the master servicer, the special servicer, and the trustee: | |
S-13
Interest, concurrently (i) pro rata, on the Class A-1, Class A-2, Class A-PB and Class A-3 certificates from the portion of money available attributable to mortgage loans in loan group 1, (ii) on the Class A-1A certificates from the portion of money available attributable to mortgage loans in loan group 2, and (iii) on the Class IO 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 fu ll 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 on 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 F 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 F to this prospectus supplement.
After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB certificates as set forth in the priority immediately preceding, principal on the Class A-1 certificates, up to the remaining principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A and Class A-PB certificates have been made, until their certificate balance is reduced to zero.
S-14
After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB and Class A-1 certificates as set forth in the immediately preceding priorities, principal on the Class A-2 certificates, up to the remaining principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A, Class A-PB and Class A-1 certificates have been made, until their certificate balance is reduced to zero.
After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB, Class A-1 and Class A-2 certificates as set forth in the immediately preceding priorities, principal on the Class A-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 and Class A-2 certificates have been made, until their certificate balance is reduced to zero.
After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB, Class A-1 and Class A-2 certificates as set forth in the immediately preceding priorities, principal on the Class A-3 certificates, up to the remaining principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A, Class A-PB, Class A-1 and Class A-2 certificates have been made, until their certificate balance is reduced to zero.
S-15
Principal on the Class A-1A certificates, up to the principal distribution amount relating to loan group 2 and, after the certificate balances of the Class A-PB, Class A-1, Class A-2 and Class A-3 certificates have been reduced to zero, the principal distribution amount relating to loan group 1 remaining after payments to the Class A-PB, Class A-1, Class A-2 and Class A-3 certificates have been made, until their certificate balance is reduced to zero.
Reimbursement to the Class A-1, Class A-2, Class A-PB, Class A-3 and Class A-1A certificates, pro rata, for any realized loss and trust fund expenses borne by such certificates.
Interest on the Class A-M certificates.
Principal on the Class A-M certificates up to the principal distribution amount, until their certificate balance is reduced to zero.
Reimbursement to the Class A-M certificates for any realized losses and trust fund expenses borne by such class.
Interest on the Class A-J certificates.
Principal on 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.
S-16
Interest on the Class B certificates.
Principal on 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 on the Class C certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.
Reimbursement to the Class C certificates for any realized losses and trust fund expenses borne by such class.
Interest on the Class D certificates.
Principal on 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.
Interest on the Class E certificates.
S-17
Principal on the Class E certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.
Reimbursement to the Class E certificates for any realized losses and trust fund expenses borne by such class.
Interest on the Class F certificates.
Principal on the Class F certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.
Reimbursement to the Class F certificates for any realized losses and trust fund expenses borne by such class.
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![]() | If, on any distribution date, the certificate balances of the Class A-M through Class S certificates have been reduced to zero, but any two or more of the Class A-1, Class A-2, Class A-PB, Class A-3 and Class A-1A certificates remain outstanding, distributions of principal (other than distributions of principal otherwise allocable to reduce the certificate balance of the Class A-PB certificates to the planned principal amount set forth in the table on Annex F to this prospectus supplement) and interest will be made, pro rata, to the outstanding Class A-1, Class A-2, Class A-PB, Class A-3 and Class A-1A certificates. See ‘&lsq uo;DESCRIPTION OF THE CERTIFICATES— Distributions’’ in this prospectus supplement. | |
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![]() | 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. | |
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Interest | ![]() | On each distribution date, each class of certificates (other than the Class Z, Class R-I and Class R-II certificates) will be entitled to receive: |
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![]() | • | for each class of these certificates one month’s interest at the applicable pass-through rate accrued during the applicable interest period, on the certificate balance or notional amount, as applicable, of each class of these certificates immediately prior to that distribution date; | |
S-18
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![]() | • | plus any interest that this class of certificates was entitled to receive on all prior distribution dates to the extent not received; | |
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![]() | • | minus (other than in the case of the Class IO 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 | |
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![]() | • | minus (other than in the case of the Class IO 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. | |
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![]() | As reflected in the chart under ‘‘—Priority of Distributions’’ above, so long as funds are sufficient on any distribution date to make distributions of all interest on that distribution date to the Class A-1, Class A-2, Class A-PB and Class A-3 certificates, interest distributions on the Class A-1, Class A-2, Class A-PB and Class A-3 certificates 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. | |
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![]() | See ‘‘DESCRIPTION OF THE CERTIFICATES— Certificate Balances and Notional Amount’’ and ‘‘—Distributions’’ in this prospectus supplement. | |
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![]() | The Class IO certificates will be entitled to distributions of interest-only on the notional amount. The notional amounts of each of these classes of certificates are calculated as described under ‘‘DESCRIPTION OF THE CERTIFICATES—Certificate Balances and Notional Amount’’ in this prospectus supplement. | |
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![]() | The Class IO certificates will accrue interest at a rate as described under ‘‘DESCRIPTION OF THE CERTIFICATES—Pass-Through Rates’’ in this prospectus supplement. | |
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![]() | The certificates (other than the Class Z, Class R-I and Class R-II certificates) will accrue interest on the basis of a 360-day year consisting of twelve 30-day months. | |
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![]() | The interest accrual period with respect to any distribution date and any class of certificates (other than the Class Z, Class R-I and Class R-II certificates) is the calendar month preceding the month in which such distribution date occurs. | |
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![]() | As reflected in the chart under ‘‘—Priority of Distributions’’ beginning on page S-13 above, on each distribution date, the | |
S-19
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![]() | trustee will distribute interest to the holders of the offered certificates: | |
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![]() | • | first, pro rata, to the Class IO, Class A-1, Class A-2, Class A-PB, Class A-3 and Class A-1A certificates as described above under ‘‘—Priority of Distributions’’, and then to each other class of offered certificates in order of priority of payment; and | |
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![]() | • | 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 with a higher priority of distribution. | |
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![]() | Holders of offered certificates 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. | |
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Pass-Through Rates | ![]() | The pass-through rate for each class of certificates (other than the Class IO, 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. |
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![]() | The pass-through rate applicable to the Class IO certificates for the initial distribution date will equal approximately % per annum. | |
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![]() | The pass-through rate applicable to the Class IO certificates for each distribution date will, in general, equal the weighted average of the interest rates for the components for such distribution date (weighted on the basis of the respective component balances of such components outstanding immediately prior to such distribution date). The interest rate in respect of any component for any distribution date will, in general, equal the weighted average net mortgage rate for such distribution date, minus the pass-through rate applicable to the corresponding class of certificates as applicable (but in no event will any interest rate applicable to a component be less than zero). | |
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![]() | 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 | |
S-20
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![]() | 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: | |
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![]() | • | the mortgage interest rate in effect for that mortgage loan as of the closing date; minus | |
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![]() | • | the applicable administrative cost rate, as described in this prospectus supplement. | |
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![]() | Any increase in the interest rate of a mortgage loan as a result of not repaying the outstanding principal amount of such mortgage loan by the related anticipated repayment date will be disregarded for purposes of calculating the net mortgage rate. | |
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![]() | 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. | |
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![]() | 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: | |
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![]() | • | the portion of the principal distribution amount for the related distribution date that is attributable to that mortgage loan; and | |
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![]() | • | the principal portion of any realized loss incurred in respect of that mortgage loan during the related collection period. | |
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![]() | 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. | |
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Principal Distributions | ![]() | On the closing date, each class of certificates (other than the Class IO, Class Z, Class R-I and Class R-II certificates) will have the certificate balance set forth above under ‘‘OVERVIEW OF THE CERTIFICATES’’. The certificate balance for each class of certificates entitled to receive principal may be reduced by: |
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![]() | • | distributions of principal; and | |
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![]() | • | allocations of realized losses and trust fund expenses. | |
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![]() | The certificate balance or notional amount of a class of certificates may be increased in certain circumstances by the | |
S-21
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![]() | 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 Amount’’ in this prospectus supplement. | |
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![]() | The Class IO certificates do not have a principal balance and will not receive distributions of principal. | |
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![]() | As reflected in the chart under ‘‘—Priority of Distributions’’ above: | |
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![]() | • | generally, the Class A-1, Class A-2, Class A-PB and Class A-3 certificates will only be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in loan group 1 until the certificate 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 in respect of mortgage loans in loan group 2 until the certificate principal balances of the Class A-1, Class A-2, Class A-PB and Class A-3 certificates have been reduced to zero; provided, however, the Class A-1, Class A-2 and Class A-3 certificates will not be entitled to distributions of principal from either loan group 1 or loan group 2 until the certificate principal balance of the Class A-PB certificates is reduced to the planned principal balance set forth on Annex F to this prospectus supplement; | |
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![]() | • | principal is distributed to each class of certificates entitled to receive distributions of principal in the order described under ‘‘DESCRIPTION OF THE CERTIFICATES— Distributions’’ in this prospectus supplement; | |
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![]() | • | principal is only distributed on a related class of certificates to the extent funds remain after the trustee makes all distributions of principal and interest on those classes of certificates with a higher priority of distribution as described under ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions’’ in this prospectus supplement; | |
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![]() | • | generally, no class of certificates is entitled to distributions of principal until the certificate balance of each class of certificates with a higher priority of distribution as described under ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions’’ in this prospectus supplement has been reduced to zero; and | |
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![]() | • | in no event will the holders of the Class A-M, Class A-J, Class B, Class C, Class D, Class E or Class F certificates or the classes of non-offered certificates be entitled to receive any distributions of principal until the certificate balances of the Class A-1, Class A-2, | |
S-22
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![]() | Class A-PB, Class A-3 and Class A-1A certificates have all been reduced to zero. | ||
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![]() | The amount of principal to be distributed for each distribution date generally will be an amount equal to: | |
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![]() | • | 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; | |
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![]() | • | balloon payments actually received with respect to mortgage loans included in the trust fund during the related collection period; | |
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![]() | • | prepayments received with respect to the mortgage loans included in the trust fund during the related collection period; and | |
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![]() | • | all liquidation proceeds, insurance proceeds, condemnation awards and repurchase and substitution amounts received during the related collection period that are allocable to principal. | |
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![]() | For purposes of making distributions to the Class A-1, Class A-2, Class A-PB, Class A-3 and Class A-1A certificates, the principal distribution amount for each loan group on any distribution date will be equal to the sum of the collections specified above but only to the extent such amounts relate to the mortgage loans comprising the specified loan group. | |
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![]() | 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 oth erwise distributable on the offered certificates. | |
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Subordination; Allocation of Losses and Certain Expenses | ![]() | Credit support for any class of certificates (other than the Class IO, 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 that have a later priority of distribution other than the Class IO certificates. However, none of the Class A-1, Class A-2, Class A-PB, Class A-3 or Class A-1A certificates will be subordinate to any other class |
S-23
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![]() | of Class A-1, Class A-2, Class A-PB, Class A-3 or Class A-1A certificates. The certificate balance of a class of certificates (other than the Class IO, Class Z, Class R-I and Class R-II certificates) 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 on that distribution date. | |
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![]() | 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 IO, 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: | |
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Class Designation | ![]() | ![]() | Original Certificate Balance | ![]() | ![]() | Percentage of Cut-Off Date Pool Balance | ![]() | ![]() | Order of Application of Losses and Expenses | |||||||||
Class A-1 | ![]() | ![]() | ![]() | $ | 18,111,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.224 | % | ![]() | ![]() | ![]() | ![]() | 9 | ![]() |
Class A-2 | ![]() | ![]() | ![]() | $ | 178,441,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 12.061 | % | ![]() | ![]() | ![]() | ![]() | 9 | ![]() |
Class A-PB | ![]() | ![]() | ![]() | $ | 48,817,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.300 | % | ![]() | ![]() | ![]() | ![]() | 9 | ![]() |
Class A-3 | ![]() | ![]() | ![]() | $ | 474,091,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 32.045 | % | ![]() | ![]() | ![]() | ![]() | 9 | ![]() |
Class A-1A | ![]() | ![]() | ![]() | $ | 316,144,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 21.369 | % | ![]() | ![]() | ![]() | ![]() | 9 | ![]() |
Class A-M | ![]() | ![]() | ![]() | $ | 147,944,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.000 | % | ![]() | ![]() | ![]() | ![]() | 8 | ![]() |
Class A-J | ![]() | ![]() | ![]() | $ | 88,766,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 6.000 | % | ![]() | ![]() | ![]() | ![]() | 7 | ![]() |
Class B | ![]() | ![]() | ![]() | $ | 18,493,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.250 | % | ![]() | ![]() | ![]() | ![]() | 6 | ![]() |
Class C | ![]() | ![]() | ![]() | $ | 16,643,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.125 | % | ![]() | ![]() | ![]() | ![]() | 5 | ![]() |
Class D | ![]() | ![]() | ![]() | $ | 16,644,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.125 | % | ![]() | ![]() | ![]() | ![]() | 4 | ![]() |
Class E | ![]() | ![]() | ![]() | $ | 11,096,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.750 | % | ![]() | ![]() | ![]() | ![]() | 3 | ![]() |
Class F | ![]() | ![]() | ![]() | $ | 12,945,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.875 | % | ![]() | ![]() | ![]() | ![]() | 2 | ![]() |
Non-offered certificates (excluding Class R-I, Class R-II and Class Z certificates) | ![]() | ![]() | ![]() | $ | 131,300,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.875 | % | ![]() | ![]() | ![]() | ![]() | 1 | ![]() |
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![]() | 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 will result in a corresponding reduction in the notional amount of the Class IO certificates. | |
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![]() | Any losses and expenses that are associated with each co-lender loan will be allocated in accordance with the related intercreditor agreement. Specifically, with respect to the mortgage loans with one or more pari passu 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, pro rata between each related mortgage loan (and, therefore, to the certificates, other than the Clas s IO, Class R-I, Class R-II and Class Z certificates) and the related pari passu companion loan(s). 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 | |
S-24
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![]() | 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 2007-C34 certificates in the manner described above. | |
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![]() | See ‘‘DESCRIPTION OF THE CERTIFICATES— Subordination; Allocation of Losses and Certain Expenses’’ in this prospectus supplement. | |
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Fees and Expenses | ![]() | Certain fees and expenses are payable from amounts received on the mortgage loans in the trust fund and are generally distributed prior to any amounts being paid to the holders of the offered certificates. |
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![]() | The master servicer is entitled to the master servicing fee which 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 revenue with respect to each REO mortgage loan). The master servicing fee 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 weighted average master servicing fee rate will be approximately 0.09098% per annum as of the cut-off date. | |
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![]() | The special servicer is entitled to the special servicing fee which is payable monthly on each mortgage loan that is a specially serviced mortgage loan and each REO mortgage loan from general collections on the mortgage loans. The special servicing fee accrues at a rate equal to 0.25% per annum and is computed on the basis of the same principal amount respecting which any related interest payment due on such specially serviced mortgage loan or REO mortgage loan, as the case may be, is paid. | |
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![]() | The special servicer is also entitled to a liquidation fee with respect to each specially serviced mortgage loan that is generally an amount equal to 1.00% of any whole or partial cash payments of liquidation proceeds received in respect thereof; provided, however, in no event will the liquidation fee be payable to the extent a workout fee is payable concerning the related cash payments. | |
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![]() | The special servicer also is entitled to a workout fee with respect to each mortgage loan that is no longer a specially serviced mortgage loan that is generally equal to 1.00% of all payments of interest and principal received on such mortgage loan for so long as it remains a corrected mortgage loan. | |
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![]() | The trustee is entitled to a trustee fee for each mortgage loan and each REO mortgage loan for any distribution date equal to one-twelfth of the product of the trustee fee rate calculated on the outstanding principal amount of the pool of mortgage | |
S-25
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![]() | loans in the trust fund. The trustee fee accrues at a per annum rate equal to 0.0015% on the stated principal balance of such mortgage loan or REO mortgage loan, as the case may be, outstanding immediately following the prior distribution date. | |
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![]() | The master servicer, special servicer and trustee are entitled to certain other additional fees and reimbursement of expenses. All fees and expenses will generally be payable prior to distribution on the certificates. | |
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![]() | Further information with respect to the fees and expenses payable from distributions to certificateholders, including information regarding the general purpose of and the source of payment for the fees and expenses, is set forth under ‘‘SERVICING OF THE MORTGAGE LOANS— Compensation and Payment of Expenses’’ in this prospectus supplement. | |
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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 and the Class G, Class H, Class J and Class K certificates then entitled to distributions as follows: |
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![]() | The holders of each class of offered certificates and the Class G, Class H, Class J and Class K 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: | |
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![]() | • | the amount of those prepayment premiums or yield maintenance charges; | |
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![]() | • | 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 | |
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![]() | • | 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. | |
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![]() | If there is more than one class of certificates entitled to distributions of principal with respect to the related loan group on any particular distribution date on which a prepayment premium or yield maintenance charge is distributable, the aggregate amount of that prepayment | |
S-26
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![]() | 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. | |
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![]() | The portion, if any, of the prepayment premiums or yield maintenance charges remaining after any payments described above will be distributed to the holders of the Class IO certificates. | |
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![]() | The ‘‘discount rate’’ applicable to any class of offered certificates and the Class G, Class H, Class J and Class K 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. | |
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![]() | • | 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 | |
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![]() | • | 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. | |
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![]() | Examples of Allocation of Prepayment Premiums or Yield Maintenance Charges | |
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Mortgage interest rate | ![]() | ![]() | ![]() | ![]() | 8 | % |
Pass-through rate for applicable class | ![]() | ![]() | ![]() | ![]() | 6 | % |
Discount rate | ![]() | ![]() | ![]() | ![]() | 5 | % |
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![]() | ![]() | Allocation Percentage for Applicable Class | ![]() | ![]() | Allocation Percentage for Class IO | ![]() | ![]() | ![]() | ![]() | ||||||
![]() | ![]() | 6% − 5% | ![]() | ![]() | = 331/3% | ![]() | ![]() | (100% − 331/3%) = 662/3% | ![]() | ![]() | ![]() | ![]() | |||
![]() | ![]() | 8% − 5% | ![]() | ![]() | ![]() | ![]() |
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![]() | See ‘‘DESCRIPTION OF THE CERTIFICATES— Distributions—Allocation of Prepayment Premiums and Yield Maintenance Charges’’ in this prospectus supplement. | |
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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. |
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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 |
S-27
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![]() | master servicer or the special servicer determines that the advance would not be recoverable from proceeds of the related mortgage loan. The master servicer will not be required to advance balloon payments due at maturity in excess of regular periodic payments, interest in excess of the mortgage loan’s regular interest rate or prepayment premiums or yield maintenance charges. The amount of the interest portion of any advance will be subject to reduction to the extent that an appraisal reduction of the related mortgage loan has occurred. If the master servicer fails to make a required advance, the trustee will be required to make that advance, unless the trustee determines that the advance would not be recoverable from proceeds of the related mortgage loan. See ‘‘DESCRIPTION OF THE CERTIFICATES—P&I Advances’’ in this prospectus supplement. | |
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![]() | 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 app licable 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. To the extent set forth in the pooling and servicing agreement, any principal and/or interest advance on any pari passu companion loan will not be recoverable by the master servicer from the trust fund. Neither the master servicer nor the trustee will be required to make a principal and/or interest advance with respect to any subordinate companion loan. Additionally, the trustee will not be required to make a principal and interest advance with respect to any companion loan. See ‘‘DESCRIPTION OF THE CERTIFICATES—P&I Advances’’ in this prospectus supplement. | |
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Required Repurchases or Substitutions of Mortgage Loans | ![]() | Under certain circumstances, a mortgage loan seller may be obligated to repurchase an affected mortgage loan from the trust fund as a result of a material document defect or a material breach of the representations and warranties given by such mortgage loan seller with respect to the mortgage loan in the related mortgage loan purchase agreement. In addition, the mortgage loan seller may be permitted, within 2 years of the closing date, to substitute another mortgage |
S-28
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![]() | loan for the affected mortgage loan rather than repurchasing it. 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. | |
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Sale of Defaulted Loans | ![]() | In the event a mortgage loan becomes a defaulted mortgage loan, the certificateholder 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) and, in certain circumstances, the special servicer (in each case, subject to, in certain instances, the rights of the subordinated secured creditors or mezzanine lenders to purchase the related mortgage loan), shall have, except as described below, the option to purchase from the trust fund such defaulted mortgage loan with respect to which certain defaults have occur red. See ‘‘SERVICING OF THE MORTGAGE LOANS—Defaulted Mortgage Loans; REO Properties; Purchase Option’’ in this prospectus supplement. |
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![]() | In addition, with respect to 10 mortgage loans (loan numbers 2, 5, 7, 11, 23, 24.01, 24.02, 25.01, 25.02, 36, 44.01, 44.02, 75.01 and 75.02), representing 20.8% of the mortgage pool (7 mortgage loans in loan group 1 or 21.4% and 3 mortgage loans in loan group 2 or 18.5%) that are part of split loan structures that include one or more subordinate companion loans, the related intercreditor agreement generally entitles the holder(s) of the related companion loan to purchase the mortgage loan from the trust fund following a default under the related whole loan. SEE ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans’’ in this prospectus supplement. | |
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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. |
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![]() | The trust fund may also be terminated when the Class A-1, Class A-2, Class A-PB, Class A-3, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F certificates have been paid in full and all of the remaining certificates (other than the Class Z, Class R-I and Class R-II certificates) are held by a single certificateholder. See ‘‘DESCRIPTION OF THE CERTIFICATES— Termination’’ in this prospectus supplement. | |
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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 société anonyme or Euroclear Bank S.A./N.V., as operator of the Euroclear System. You will not receive a definitive certificate representing your interest in the trust fund, except in the limited circumstances described in the accompanying prospectus. See ‘‘DESCRIPTION OF THE CERTIFICATES—Book-Entry Registration and Definitive Certificates’’ in the accompanying prospectus. |
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![]() | Beneficial interests in the Class A-1, Class A-2, Class A-PB, Class A-3, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F certificates will be offered in minimum denominations of $10,000 actual principal amounts and in integral multiples of $1 in excess of those amounts. Beneficial interests in the Class IO certificates will be offered in minimum notional amounts of $1,000,000 actual notional amounts and in integral multiples of $1 in excess of those amounts. | |
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Material Federal Income Tax Consequences | ![]() | Two separate real estate mortgage investment conduit elections will be made with respect to the trust fund (‘‘REMIC I’’ and ‘‘REMIC II’’, each, a ‘‘REMIC’’). The offered certificates will evidence regular interests in a REMIC and generally will be treated as debt instruments of that 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. In addition, a separate REMIC election will be made with respect to each of the 4 early defeasance mortgage loans (the ‘‘Early Defeasance Mortgage Loans’’). The principal balance of each Early Defeasance Mortgage Loan will represent a ‘‘regular interest’’ in its related REMIC. |
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![]() | In addition, the Class Z certificateholders’ entitlement to any additional interest that has accrued on a related mortgage loan that provides for the accrual of that additional interest if the unamortized principal amount of that mortgage loan is not repaid on the anticipated repayment date set forth in the related mortgage note will be treated as a grantor trust for federal income tax purposes. | |
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![]() | The offered certificates will be treated as newly originated debt instruments for federal income tax purposes. You will be required to report income with respect to the offered certificates using the accrual method of accounting, even if you otherwise use the cash method of accounting. It is anticipated that the Class certificates will be treated as having been issued at a premium, that the Class certificates will be issued with de minimis original issue discount and that the Class certificates will be treated as having been issued | |
S-30
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![]() | with original issued discount for federal income tax reporting purposes. | |
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![]() | 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. | |
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ERISA Considerations | ![]() | Subject to important considerations described under ‘‘ERISA CONSIDERATIONS’’ in this prospectus supplement and the accompanying prospectus, the following classes of offered certificates may be eligible for purchase by persons investing assets of employee benefit plans, individual retirement accounts, or other retirement plans and accounts: |
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![]() | Class A-1 Class A-2 Class A-PB Class A-3 Class A-1A Class IO Class A-M Class A-J Class B Class C Class D Class E Class F | ||
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![]() | This is based on individual prohibited transaction exemptions granted to each of Wachovia Capital Markets, LLC, Barclays Capital Inc. and Lehman Brothers Inc. by the U.S. Department of Labor. See ‘‘ERISA CONSIDERATIONS’’ in this prospectus supplement and in the accompanying prospectus. | |
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Legal Investment | ![]() | The offered certificates will not constitute ‘‘mortgage related securities’’ for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (‘‘SMMEA’’). If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates. You should consult your own legal advisers for assistance in determining the suitability of and consequences to you of the purchase, ownership and sale of the offered certificates. See ‘‘LEGAL INVESTMENT’’ in th is prospectus supplement and in the accompanying prospectus. |
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Ratings | ![]() | The offered certificates will not be issued unless they have received the following ratings from Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, Inc., a division of The McGraw-Hill Companies, Inc. |
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Class | ![]() | ![]() | Expected Rating from Moody’s/S&P |
Class A-1 | ![]() | ![]() | Aaa/AAA |
Class A-2 | ![]() | ![]() | Aaa/AAA |
Class A-PB | ![]() | ![]() | Aaa/AAA |
Class A-3 | ![]() | ![]() | Aaa/AAA |
Class A-1A | ![]() | ![]() | Aaa/AAA |
Class IO | ![]() | ![]() | Aaa/AAA |
Class A-M | ![]() | ![]() | Aaa/AAA |
Class A-J | ![]() | ![]() | Aaa/AAA |
Class B | ![]() | ![]() | Aa1/AA+ |
Class C | ![]() | ![]() | Aa2/AA |
Class D | ![]() | ![]() | Aa3/AA− |
Class E | ![]() | ![]() | A1/A+ |
Class F | ![]() | ![]() | A2/A |
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![]() | The ratings on the offered certificates address the likelihood of timely receipt of interest and (except with respect to the Class IO Certificates) 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. 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. | |
S-32
THE MORTGAGE LOANS
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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. The information contained in this prospectus supplement assumes the timely delivery of all scheduled payments of interest and principal and no prepayments on or before the cut-off date. All information presented in this prospectus supplement (including cut-off date balance per square foot/unit/pad/room, loan-to-value ratios and debt service coverage ratios) with respect to the 10 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 one or more pari passu companion loans, the calculations of loan balance per square foot, loan to value ratios and debt service coverage ratios were based on the aggregate indebtedness of these mortgage loans and the related pari passu companion loans, if any (but not any subordinate companion loan). All percentages of the mortgage loans, or any specified group of mortgage loans, referred to in this prospectus supplement are approximate percentages. |
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![]() | The totals in the following tables may not add up to 100% due to rounding. | |
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GENERAL CHARACTERISTICS | ![]() | ![]() | All Mortgage Loans | ![]() | ![]() | Loan Group 1 | ![]() | ![]() | Loan Group 2 | |||||||||
Number of Mortgage Loans | ![]() | ![]() | ![]() | ![]() | 109 | ![]() | ![]() | ![]() | ![]() | ![]() | 92 | ![]() | ![]() | ![]() | ![]() | ![]() | 17 | ![]() |
Number of Crossed Loan Pools | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 3 | ![]() | ![]() | ![]() | ![]() | ![]() | 1 | ![]() |
Number of Mortgaged Properties | ![]() | ![]() | ![]() | ![]() | 119 | ![]() | ![]() | ![]() | ![]() | ![]() | 99 | ![]() | ![]() | ![]() | ![]() | ![]() | 20 | ![]() |
Aggregate Balance of all Mortgage Loans | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | $ | 1,163,291,064 | ![]() | ![]() | ![]() | ![]() | $ | 316,144,000 | ![]() |
Number of Mortgage Loans with Balloon Payments(1) | ![]() | ![]() | ![]() | ![]() | 52 | ![]() | ![]() | ![]() | ![]() | ![]() | 43 | ![]() | ![]() | ![]() | ![]() | ![]() | 9 | ![]() |
Aggregate Balance of Mortgage Loans with Balloon Payments(1) | ![]() | ![]() | ![]() | $ | 764,918,178 | ![]() | ![]() | ![]() | ![]() | $ | 619,086,678 | ![]() | ![]() | ![]() | ![]() | $ | 145,831,500 | ![]() |
Number of Mortgage Loans with Anticipated Repayment Date(2) | ![]() | ![]() | ![]() | ![]() | 3 | ![]() | ![]() | ![]() | ![]() | ![]() | 3 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Aggregate Balance of Mortgage Loans with Anticipated Repayment Date(2) | ![]() | ![]() | ![]() | $ | 6,540,083 | ![]() | ![]() | ![]() | ![]() | $ | 6,540,083 | ![]() | ![]() | ![]() | ![]() | $ | 0 | ![]() |
Number of Fully Amortizing Mortgage Loans | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Aggregate Balance of Fully Amortizing Mortgage Loans | ![]() | ![]() | ![]() | $ | 48,745,403 | ![]() | ![]() | ![]() | ![]() | $ | 48,745,403 | ![]() | ![]() | ![]() | ![]() | $ | 0 | ![]() |
Number of Interest-Only Mortgage Loans(3) | ![]() | ![]() | ![]() | ![]() | 50 | ![]() | ![]() | ![]() | ![]() | ![]() | 42 | ![]() | ![]() | ![]() | ![]() | ![]() | 8 | ![]() |
Aggregate Balance of Interest-Only Mortgage Loans(3) | ![]() | ![]() | ![]() | $ | 659,231,400 | ![]() | ![]() | ![]() | ![]() | $ | 488,918,900 | ![]() | ![]() | ![]() | ![]() | $ | 170,312,500 | ![]() |
Average Balance of Mortgage Loans | ![]() | ![]() | ![]() | $ | 13,572,799 | ![]() | ![]() | ![]() | ![]() | $ | 12,644,468 | ![]() | ![]() | ![]() | ![]() | $ | 18,596,706 | ![]() |
Minimum Balance of Mortgage Loans | ![]() | ![]() | ![]() | $ | 1,024,000 | ![]() | ![]() | ![]() | ![]() | $ | 1,024,000 | ![]() | ![]() | ![]() | ![]() | $ | 1,200,000 | ![]() |
Maximum Balance of Mortgage Loans | ![]() | ![]() | ![]() | $ | 158,105,000 | ![]() | ![]() | ![]() | ![]() | $ | 158,105,000 | ![]() | ![]() | ![]() | ![]() | $ | 37,440,000 | ![]() |
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GENERAL CHARACTERISTICS | ![]() | ![]() | All Mortgage Loans | ![]() | ![]() | Loan Group 1 | ![]() | ![]() | Loan Group 2 | |||||||||
Maximum Balance for a group of cross-collateralized and cross-defaulted Mortgage Loans | ![]() | ![]() | ![]() | $ | 46,633,000 | (4) | ![]() | ![]() | ![]() | $ | 46,633,000 | (4) | ![]() | ![]() | ![]() | $ | 7,560,000 | (5) |
Weighted Average LTV ratio(6)(7) | ![]() | ![]() | ![]() | ![]() | 69.8 | % | ![]() | ![]() | ![]() | ![]() | 68.9 | % | ![]() | ![]() | ![]() | ![]() | 73.1 | % |
Minimum LTV ratio(6)(7) | ![]() | ![]() | ![]() | ![]() | 28.0 | % | ![]() | ![]() | ![]() | ![]() | 28.0 | % | ![]() | ![]() | ![]() | ![]() | 64.6 | % |
Maximum LTV ratio(6)(7) | ![]() | ![]() | ![]() | ![]() | 81.9 | % | ![]() | ![]() | ![]() | ![]() | 81.9 | % | ![]() | ![]() | ![]() | ![]() | 80.0 | % |
Weighted Average LTV ratio at Maturity or Anticipated Repayment Date(6)(7) | ![]() | ![]() | ![]() | ![]() | 64.6 | % | ![]() | ![]() | ![]() | ![]() | 63.1 | % | ![]() | ![]() | ![]() | ![]() | 70.3 | % |
Weighted Average DSCR | ![]() | ![]() | ![]() | ![]() | 1.39x | ![]() | ![]() | ![]() | ![]() | ![]() | 1.42x | ![]() | ![]() | ![]() | ![]() | ![]() | 1.29x | ![]() |
Minimum DSCR | ![]() | ![]() | ![]() | ![]() | 1.00x | ![]() | ![]() | ![]() | ![]() | ![]() | 1.00x | ![]() | ![]() | ![]() | ![]() | ![]() | 1.10x | ![]() |
Maximum DSCR | ![]() | ![]() | ![]() | ![]() | 2.37x | ![]() | ![]() | ![]() | ![]() | ![]() | 2.37x | ![]() | ![]() | ![]() | ![]() | ![]() | 1.51x | ![]() |
Weighted Average Mortgage Loan Interest Rate(8) | ![]() | ![]() | ![]() | ![]() | 6.152 | % | ![]() | ![]() | ![]() | ![]() | 6.199 | % | ![]() | ![]() | ![]() | ![]() | 5.979 | % |
Minimum Mortgage Loan Interest Rate | ![]() | ![]() | ![]() | ![]() | 5.170 | % | ![]() | ![]() | ![]() | ![]() | 5.170 | % | ![]() | ![]() | ![]() | ![]() | 5.750 | % |
Maximum Mortgage Loan Interest Rate | ![]() | ![]() | ![]() | ![]() | 8.181 | % | ![]() | ![]() | ![]() | ![]() | 8.181 | % | ![]() | ![]() | ![]() | ![]() | 6.790 | % |
Weighted Average Remaining Term to Maturity or Anticipated Repayment Date (months) | ![]() | ![]() | ![]() | ![]() | 105 | ![]() | ![]() | ![]() | ![]() | ![]() | 108 | ![]() | ![]() | ![]() | ![]() | ![]() | 92 | ![]() |
Minimum Remaining Term to Maturity or Anticipated Repayment Date (months) | ![]() | ![]() | ![]() | ![]() | 52 | ![]() | ![]() | ![]() | ![]() | ![]() | 52 | ![]() | ![]() | ![]() | ![]() | ![]() | 54 | ![]() |
Maximum Remaining Term to Maturity or Anticipated Repayment Date (months) | ![]() | ![]() | ![]() | ![]() | 202 | ![]() | ![]() | ![]() | ![]() | ![]() | 202 | ![]() | ![]() | ![]() | ![]() | ![]() | 118 | ![]() |
Weighted Average Occupancy Rate(9) | ![]() | ![]() | ![]() | ![]() | 93.1 | % | ![]() | ![]() | ![]() | ![]() | 93.8 | % | ![]() | ![]() | ![]() | ![]() | 91.3 | % |
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(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 the entire term. |
(3) | Includes mortgage loans with anticipated repayment dates that are interest-only for the entire period until the anticipated repayment date. |
(4) | Consists of a group of 14 individual mortgage loans (loan numbers 56, 63, 64, 65, 68, 69, 82, 89, 91, 94, 97, 101, 104 and 107). |
(5) | Consists of a group of 2 individual mortgage loans (loan numbers 58 and 108). |
(6) | For a description of how the LTV ratios for the mortgage loans are determined, see ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ in this prospectus supplement. |
(7) | Certain of the mortgage loans reflect LTV ratios that have been calculated on an ‘‘as-stabilized’’ basis. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ and ‘‘RISK FACTORS—The Mortgage Loans—Risks Relating to Net Cash Flow’’ and ‘‘—Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property’’ in this prospectus supplement. |
(8) | The interest rate with respect to 5 mortgage loans (loan numbers 12, 14, 29, 32 and 34), representing 6.5% of the mortgage pool balance (3 mortgage loans in loan group 1 or 4.8% and 2 mortgage loans in loan group 2 or 12.7%) may vary during the term of the related mortgage loan. For purposes of the table above as well as calculations throughout this prospectus supplement, the mortgage rate was assumed to be the average mortgage rate over the term of the related mortgage loan. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ in this prospectus supplement. |
(9) | Does not include 15 hospitality properties, representing, by allocated loan amount, 19.6% of the mortgage pool (24.9% of the loan group 1). In certain cases, occupancy includes space for which leases have been executed, but the tenant has not taken occupancy and/or commenced paying rent. |
S-34
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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. |
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![]() | • | No mortgage loan included in the trust fund is insured or guaranteed by any government agency or private insurer. | |
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![]() | • | 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. | |
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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)
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Property Type | ![]() | ![]() | Number of Mortgaged Properties | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | ![]() | ![]() | % of Group 1 Balance | ![]() | ![]() | % of Group 2 Balance | |||||||||||||||
Retail | ![]() | ![]() | ![]() | ![]() | 48 | ![]() | ![]() | ![]() | ![]() | $ | 327,032,085 | ![]() | ![]() | ![]() | ![]() | ![]() | 22.1 | % | ![]() | ![]() | ![]() | ![]() | 28.1 | % | ![]() | ![]() | ![]() | ![]() | 0.0 | % |
Anchored | ![]() | ![]() | ![]() | ![]() | 12 | ![]() | ![]() | ![]() | ![]() | ![]() | 198,405,594 | ![]() | ![]() | ![]() | ![]() | ![]() | 13.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 17.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Single Tenant(2) | ![]() | ![]() | ![]() | ![]() | 31 | ![]() | ![]() | ![]() | ![]() | ![]() | 111,185,286 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Shadow Anchored(3) | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 10,523,731 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Unanchored | ![]() | ![]() | ![]() | ![]() | 3 | ![]() | ![]() | ![]() | ![]() | ![]() | 6,917,474 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Multifamily | ![]() | ![]() | ![]() | ![]() | 16 | ![]() | ![]() | ![]() | ![]() | ![]() | 316,794,526 | ![]() | ![]() | ![]() | ![]() | ![]() | 21.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 97.6 | ![]() |
Office | ![]() | ![]() | ![]() | ![]() | 16 | ![]() | ![]() | ![]() | ![]() | ![]() | 304,847,279 | ![]() | ![]() | ![]() | ![]() | ![]() | 20.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 26.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Hospitality | ![]() | ![]() | ![]() | ![]() | 15 | ![]() | ![]() | ![]() | ![]() | ![]() | 290,176,364 | ![]() | ![]() | ![]() | ![]() | ![]() | 19.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 24.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Industrial | ![]() | ![]() | ![]() | ![]() | 15 | ![]() | ![]() | ![]() | ![]() | ![]() | 211,985,635 | ![]() | ![]() | ![]() | ![]() | ![]() | 14.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 18.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Special Purpose | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 13,500,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Mobile Home Park | ![]() | ![]() | ![]() | ![]() | 5 | ![]() | ![]() | ![]() | ![]() | ![]() | 7,560,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.4 | ![]() |
Self Storage | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 7,539,175 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
![]() | ![]() | ![]() | ![]() | 119 | ![]() | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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(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 (or specific release prices) as described in the related mortgage loan documents). |
(2) | As of the origination of 1 mortgage loan (loan number 17), the related mortgaged property was being improved by the construction of a Home Depot; however, the improvements are not part of the collateral for the related mortgage loan. |
(3) | A mortgaged property is classified as ‘‘shadow anchored’’ if it is located in close proximity to an anchored retail property that is not part of the mortgaged property. |
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Mortgaged Properties by Property Type
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* | As of the origination of 1 mortgage loan (loan number 17), the related mortgaged property was being improved by the construction of a Home Depot; however, the improvements are not part of the collateral for the related mortgage loan. |
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Geographic Concentrations | ![]() | The mortgaged properties are located throughout 30 states. The following tables describe the number and percentage of mortgaged properties in states which have concentrations of mortgaged properties above 5.0%: |
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![]() | Mortgaged Properties by Geographic Concentration(1) | |
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State | ![]() | ![]() | Number of Mortgaged Properties | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | |||||||||
TX | ![]() | ![]() | ![]() | ![]() | 20 | ![]() | ![]() | ![]() | ![]() | $ | 268,416,250 | ![]() | ![]() | ![]() | ![]() | ![]() | 18.1 | % |
FL | ![]() | ![]() | ![]() | ![]() | 12 | ![]() | ![]() | ![]() | ![]() | ![]() | 148,241,279 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.0 | % |
PA | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 144,294,087 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.8 | % |
CA | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 141,700,603 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.6 | % |
Southern(2) | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 105,900,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.2 | % |
Northern(2) | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 35,800,603 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.4 | % |
NC | ![]() | ![]() | ![]() | ![]() | 10 | ![]() | ![]() | ![]() | ![]() | ![]() | 123,947,714 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.4 | % |
GA | ![]() | ![]() | ![]() | ![]() | 8 | ![]() | ![]() | ![]() | ![]() | ![]() | 107,086,364 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.2 | % |
NJ | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 98,391,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 6.7 | % |
Other | ![]() | ![]() | ![]() | ![]() | 55 | ![]() | ![]() | ![]() | ![]() | ![]() | 447,357,267 | ![]() | ![]() | ![]() | ![]() | ![]() | 30.2 | % |
![]() | ![]() | ![]() | ![]() | 119 | ![]() | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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(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 (or specific release prices) as described 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
![]() | ![]() | ![]() |
![]() | Loan Group 1 Mortgaged Properties by Geographic Concentration(1) | |
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State | ![]() | ![]() | Number of Mortgaged Properties | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Group 1 Balance | |||||||||
TX | ![]() | ![]() | ![]() | ![]() | 15 | ![]() | ![]() | ![]() | ![]() | $ | 178,083,750 | ![]() | ![]() | ![]() | ![]() | ![]() | 15.3 | % |
PA | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 144,294,087 | ![]() | ![]() | ![]() | ![]() | ![]() | 12.4 | % |
CA | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 141,700,603 | ![]() | ![]() | ![]() | ![]() | ![]() | 12.2 | % |
Southern(2) | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 105,900,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.1 | % |
Northern(2) | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 35,800,603 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.1 | % |
NJ | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 98,391,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.5 | % |
FL | ![]() | ![]() | ![]() | ![]() | 9 | ![]() | ![]() | ![]() | ![]() | ![]() | 88,611,279 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.6 | % |
GA | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 83,567,364 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.2 | % |
NC | ![]() | ![]() | ![]() | ![]() | 8 | ![]() | ![]() | ![]() | ![]() | ![]() | 72,507,714 | ![]() | ![]() | ![]() | ![]() | ![]() | 6.2 | % |
Other | ![]() | ![]() | ![]() | ![]() | 47 | ![]() | ![]() | ![]() | ![]() | ![]() | 356,134,767 | ![]() | ![]() | ![]() | ![]() | ![]() | 30.6 | % |
![]() | ![]() | ![]() | ![]() | 99 | ![]() | ![]() | ![]() | ![]() | $ | 1,163,291,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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(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 (or specific release prices) as described 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* | |
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State | ![]() | ![]() | Number of Mortgaged Properties | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Group 2 Balance | |||||||||
TX | ![]() | ![]() | ![]() | ![]() | 5 | ![]() | ![]() | ![]() | ![]() | $ | 90,332,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 28.6 | % |
FL | ![]() | ![]() | ![]() | ![]() | 3 | ![]() | ![]() | ![]() | ![]() | ![]() | 59,630,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 18.9 | ![]() |
NC | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 51,440,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 16.3 | ![]() |
AZ | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 29,412,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.3 | ![]() |
NV | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 28,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.9 | ![]() |
CO | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 26,250,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.3 | ![]() |
GA | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 23,519,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.4 | ![]() |
Other | ![]() | ![]() | ![]() | ![]() | 5 | ![]() | ![]() | ![]() | ![]() | ![]() | 7,560,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.4 | ![]() |
![]() | ![]() | ![]() | ![]() | 20 | ![]() | ![]() | ![]() | ![]() | $ | 316,144,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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![]() | ![]() ![]() | ![]() |
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* | 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 (or specific release prices) as described in the related mortgage loan documents). |
![]() | ![]() | ![]() |
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. |
![]() | ![]() | ![]() | ![]() |
![]() | • | Payments on the mortgage loans included in the trust fund are due on the 11th day of the month, except payments on 30 mortgage loans, representing 19.7% of | |
S-37
![]() | ![]() | ![]() | ![]() |
![]() | the mortgage pool (22 mortgage loans in loan group 1 or 16.5% and 8 mortgage loans in loan group 2 or 31.7%), which are due on the 1st day of the month. No mortgage loan has a grace period that extends payment beyond the 11th day of any calendar month. | ||
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![]() | • | As of the cut-off date, 105 of the mortgage loans, representing 96.7% of the mortgage pool (88 mortgage loans in loan group 1 or 95.8% and all of the mortgage loans in loan group 2), accrue interest on an actual/360 basis, and 4 mortgage loans, representing 3.3% of the mortgage pool (4.2% of loan group 1) accrue interest on a 30/360 basis. Thirty-eight (38) mortgage loans, representing 46.3% of the mortgage pool (29 mortgage loans in loan group 1 or 46.3% and 9 mortgage loans in loan group 2 or 46.1%), have periods during which only interest is due and periods in which principal and interest are due. Fifty (50) mortgage loans, representing 44.6% of the mortgage pool (42 mortgage loans in loan group 1 or 42.0% and 8 mortgage loans in loan group 2 or 53.9%), provide that only interest is due until mat urity or the anticipated repayment date. Twenty-five (25) mortgage loans, representing 9.2% of the mortgage pool (11.7% of loan group 1), provide that principal and interest are due prior to and until maturity. | |
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. With respect to 4 mortgage loans (loan numbers 24.01, 24.02, 25.01, 25.02, 44.01, 44.02, 75.01 and 75.02), the related mortgage loan is comprised of a component A note and a component B note which are secured by the same mortgaged property and are both assets of the trust fund. In cases where the terms of the component notes differ, the portions of the mortgage loan represented by such component notes have been allocated to separate categories within these tables accordingly, and as a result the totals of the aggregate number of mortgage loans may not be equal. For detailed information about each component note comprising these mortgage loans, see Annex A-1 to this prospectus supplement.
S-38
Range of Cut-Off Date Balances
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Range of Cut-Off Date Balances | ![]() | ![]() | Number of Mortgage Loans | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | ![]() | ![]() | % of Group 1 Balance | ![]() | ![]() | % of Group 2 Balance | |||||||||||||||
$1,024,000 – $2,000,000 | ![]() | ![]() | ![]() | ![]() | 13 | ![]() | ![]() | ![]() | ![]() | $ | 20,258,191 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.4 | % | ![]() | ![]() | ![]() | ![]() | 1.6 | % | ![]() | ![]() | ![]() | ![]() | 0.4 | % |
$2,000,001 – $3,000,000 | ![]() | ![]() | ![]() | ![]() | 16 | ![]() | ![]() | ![]() | ![]() | ![]() | 40,898,864 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
$3,000,001 – $4,000,000 | ![]() | ![]() | ![]() | ![]() | 12 | ![]() | ![]() | ![]() | ![]() | ![]() | 41,383,393 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.1 | ![]() |
$4,000,001 – $5,000,000 | ![]() | ![]() | ![]() | ![]() | 11 | ![]() | ![]() | ![]() | ![]() | ![]() | 48,029,971 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
$5,000,001 – $6,000,000 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 5,635,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
$6,000,001 – $7,000,000 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 12,518,882 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.0 | ![]() |
$7,000,001 – $8,000,000 | ![]() | ![]() | ![]() | ![]() | 3 | ![]() | ![]() | ![]() | ![]() | ![]() | 22,224,966 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
$8,000,001 – $9,000,000 | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 33,614,259 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
$9,000,001 – $10,000,000 | ![]() | ![]() | ![]() | ![]() | 7 | ![]() | ![]() | ![]() | ![]() | ![]() | 67,595,137 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 5.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
$10,000,001 – $15,000,000 | ![]() | ![]() | ![]() | ![]() | 17 | ![]() | ![]() | ![]() | ![]() | ![]() | 213,214,503 | ![]() | ![]() | ![]() | ![]() | ![]() | 14.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 13.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 16.8 | ![]() |
$15,000,001 – $20,000,000 | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 101,305,400 | ![]() | ![]() | ![]() | ![]() | ![]() | 6.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 5.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.8 | ![]() |
$20,000,001 – $25,000,000 | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 131,939,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 13.9 | ![]() |
$25,000,001 – $30,000,000 | ![]() | ![]() | ![]() | ![]() | 8 | ![]() | ![]() | ![]() | ![]() | ![]() | 218,272,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 14.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 43.3 | ![]() |
$30,000,001 – $35,000,000 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 32,800,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
$35,000,001 – $40,000,000 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 37,440,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 11.8 | ![]() |
$60,000,001 – $65,000,000 | ![]() | ![]() | ![]() | ![]() | 3 | ![]() | ![]() | ![]() | ![]() | ![]() | 188,200,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 12.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 16.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
$100,000,001 – $150,000,000 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 106,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
$150,000,001 – $158,105,000 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 158,105,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 13.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
![]() | ![]() | ![]() | ![]() | 109 | ![]() | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
Range of Mortgage Rates*
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Range of Mortgage Rates (%) | ![]() | ![]() | Number of Mortgage Loans | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | ![]() | ![]() | % of Group 1 Balance | ![]() | ![]() | % of Group 2 Balance | |||||||||||||||
5.170 – 5.250 | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | $ | 13,597,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.9 | % | ![]() | ![]() | ![]() | ![]() | 1.2 | % | ![]() | ![]() | ![]() | ![]() | 0.0 | % |
5.251 – 5.500 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 16,767,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
5.501 – 5.750 | ![]() | ![]() | ![]() | ![]() | 17 | ![]() | ![]() | ![]() | ![]() | ![]() | 119,834,222 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.9 | ![]() |
5.751 – 6.000 | ![]() | ![]() | ![]() | ![]() | 31 | ![]() | ![]() | ![]() | ![]() | ![]() | 599,678,964 | ![]() | ![]() | ![]() | ![]() | ![]() | 40.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 34.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 64.5 | ![]() |
6.001 – 6.250 | ![]() | ![]() | ![]() | ![]() | 16 | ![]() | ![]() | ![]() | ![]() | ![]() | 242,356,850 | ![]() | ![]() | ![]() | ![]() | ![]() | 16.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 17.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 13.9 | ![]() |
6.251 – 6.500 | ![]() | ![]() | ![]() | ![]() | 10 | ![]() | ![]() | ![]() | ![]() | ![]() | 255,032,307 | ![]() | ![]() | ![]() | ![]() | ![]() | 17.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 19.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.4 | ![]() |
6.501 – 6.750 | ![]() | ![]() | ![]() | ![]() | 9 | ![]() | ![]() | ![]() | ![]() | ![]() | 81,905,879 | ![]() | ![]() | ![]() | ![]() | ![]() | 5.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
6.751 – 7.000 | ![]() | ![]() | ![]() | ![]() | 14 | ![]() | ![]() | ![]() | ![]() | ![]() | 93,788,401 | ![]() | ![]() | ![]() | ![]() | ![]() | 6.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.4 | ![]() |
7.001 – 7.250 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 7,728,538 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
7.750 – 8.181 | ![]() | ![]() | ![]() | ![]() | 8 | ![]() | ![]() | ![]() | ![]() | ![]() | 48,745,403 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
![]() | ![]() | ![]() | ![]() | 109 | ![]() | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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* | The interest rate with respect to 5 mortgage loans (loan numbers 12, 14, 29, 32 and 34), representing 6.5% of the mortgage pool (3 mortgage loans in loan group 1 or 4.8% and 2 mortgage loans in loan group 2 or 12.7%), may vary during the term of the related mortgage loan. For purposes of the table above, as well as calculations throughout this prospectus supplement, the mortgage rate was assumed to be the average mortgage rate over the term of the related mortgage loan. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ in this prospectus supplement. |
S-39
Range of Underwritten DSC Ratios
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Range of Underwritten DSCRs (x) | ![]() | ![]() | Number of Mortgage Loans | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | ![]() | ![]() | % of Group 1 Balance | ![]() | ![]() | % of Group 2 Balance | |||||||||||||||
1.00 – 1.04 | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | $ | 28,204,065 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.9 | % | ![]() | ![]() | ![]() | ![]() | 2.4 | % | ![]() | ![]() | ![]() | ![]() | 0.0 | % |
1.10 – 1.14 | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 176,908,218 | ![]() | ![]() | ![]() | ![]() | ![]() | 12.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 20.1 | ![]() |
1.15 – 1.19 | ![]() | ![]() | ![]() | ![]() | 7 | ![]() | ![]() | ![]() | ![]() | ![]() | 84,739,692 | ![]() | ![]() | ![]() | ![]() | ![]() | 5.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
1.20 – 1.24 | ![]() | ![]() | ![]() | ![]() | 19 | ![]() | ![]() | ![]() | ![]() | ![]() | 134,696,633 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 14.9 | ![]() |
1.25 – 1.29 | ![]() | ![]() | ![]() | ![]() | 9 | ![]() | ![]() | ![]() | ![]() | ![]() | 123,162,462 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 25.0 | ![]() |
1.30 – 1.34 | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 74,023,159 | ![]() | ![]() | ![]() | ![]() | ![]() | 5.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.6 | ![]() |
1.35 – 1.39 | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 305,455,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 20.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 24.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.5 | ![]() |
1.40 – 1.44 | ![]() | ![]() | ![]() | ![]() | 5 | ![]() | ![]() | ![]() | ![]() | ![]() | 161,420,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 11.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.3 | ![]() |
1.45 – 1.49 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 22,645,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.3 | ![]() |
1.50 – 1.54 | ![]() | ![]() | ![]() | ![]() | 5 | ![]() | ![]() | ![]() | ![]() | ![]() | 75,618,161 | ![]() | ![]() | ![]() | ![]() | ![]() | 5.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.3 | ![]() |
1.55 – 1.59 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 17,935,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
1.60 – 1.64 | ![]() | ![]() | ![]() | ![]() | 5 | ![]() | ![]() | ![]() | ![]() | ![]() | 98,940,400 | ![]() | ![]() | ![]() | ![]() | ![]() | 6.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
1.65 – 1.69 | ![]() | ![]() | ![]() | ![]() | 3 | ![]() | ![]() | ![]() | ![]() | ![]() | 30,851,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
1.70 – 1.74 | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 10,787,687 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
1.75 – 1.79 | ![]() | ![]() | ![]() | ![]() | 7 | ![]() | ![]() | ![]() | ![]() | ![]() | 29,182,338 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
1.80 – 1.84 | ![]() | ![]() | ![]() | ![]() | 5 | ![]() | ![]() | ![]() | ![]() | ![]() | 30,083,617 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
1.85 – 1.89 | ![]() | ![]() | ![]() | ![]() | 5 | ![]() | ![]() | ![]() | ![]() | ![]() | 15,106,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
1.95 – 1.99 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 9,380,401 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
2.00 – 2.04 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 4,108,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
2.05 – 2.09 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 5,794,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
2.10 – 2.14 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 27,500,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
2.20 – 2.24 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 1,024,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
2.25 – 2.29 | ![]() | ![]() | ![]() | ![]() | 5 | ![]() | ![]() | ![]() | ![]() | ![]() | 10,492,731 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
2.30 – 2.37 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 1,377,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
![]() | ![]() | ![]() | ![]() | 109 | ![]() | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
Range of Cut-Off Date LTV Ratios*
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Range of Cut-Off Date LTV Ratios (%) | ![]() | ![]() | Number of Mortgage Loans | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | ![]() | ![]() | % of Group 1 Balance | ![]() | ![]() | % of Group 2 Balance | |||||||||||||||
28.03 – 40.00 | ![]() | ![]() | ![]() | ![]() | 7 | ![]() | ![]() | ![]() | ![]() | $ | 48,820,235 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.3 | % | ![]() | ![]() | ![]() | ![]() | 4.2 | % | ![]() | ![]() | ![]() | ![]() | 0.0 | % |
40.01 – 50.00 | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 22,193,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
50.01 – 55.00 | ![]() | ![]() | ![]() | ![]() | 3 | ![]() | ![]() | ![]() | ![]() | ![]() | 9,608,175 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
55.01 – 60.00 | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 146,060,414 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 12.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
60.01 – 65.00 | ![]() | ![]() | ![]() | ![]() | 17 | ![]() | ![]() | ![]() | ![]() | ![]() | 132,187,194 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.3 | ![]() |
65.01 – 70.00 | ![]() | ![]() | ![]() | ![]() | 28 | ![]() | ![]() | ![]() | ![]() | ![]() | 211,424,471 | ![]() | ![]() | ![]() | ![]() | ![]() | 14.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 15 | ![]() | ![]() | ![]() | ![]() | ![]() | 11.8 | ![]() |
70.01 – 75.00 | ![]() | ![]() | ![]() | ![]() | 21 | ![]() | ![]() | ![]() | ![]() | ![]() | 417,929,393 | ![]() | ![]() | ![]() | ![]() | ![]() | 28.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 23.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 45.6 | ![]() |
75.01 – 80.00 | ![]() | ![]() | ![]() | ![]() | 24 | ![]() | ![]() | ![]() | ![]() | ![]() | 481,307,447 | ![]() | ![]() | ![]() | ![]() | ![]() | 32.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 32.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 33.3 | ![]() |
80.01 – 81.91 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 9,904,736 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
![]() | ![]() | ![]() | ![]() | 109 | ![]() | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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* | Certain of the mortgage loans reflect LTV Ratios that have been calculated on an ‘‘as-stabilized’’ basis. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ and ‘‘RISK FACTORS—The Mortgage Loans—Risks Relating to Net Cash Flow’’ and ‘‘—Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property’’ in this prospectus supplement. |
S-40
Range of Remaining Terms to Maturity or Anticipated Repayment Date*
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Range of Remaining Terms To Maturity or ARD (months) | ![]() | ![]() | Number of Mortgage Loans | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | ![]() | ![]() | % of Group 1 Balance | ![]() | ![]() | % of Group 2 Balance | |||||||||||||||
52 – 60 | ![]() | ![]() | ![]() | ![]() | 11 | ![]() | ![]() | ![]() | ![]() | $ | 300,210,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 20.3 | % | ![]() | ![]() | ![]() | ![]() | 15.1 | % | ![]() | ![]() | ![]() | ![]() | 39.4 | % |
109 – 120 | ![]() | ![]() | ![]() | ![]() | 98 | ![]() | ![]() | ![]() | ![]() | ![]() | 1,151,021,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 77.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 82.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 60.6 | ![]() |
121 – 202 | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 28,204,065 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
![]() | ![]() | ![]() | ![]() | 109 | ![]() | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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* | 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
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Amortization Type | ![]() | ![]() | Number of Mortgage Loans | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | ![]() | ![]() | % of Group 1 Balance | ![]() | ![]() | % of Group 2 Balance | |||||||||||||||
Interest Only, Amortizing Balloon* | ![]() | ![]() | ![]() | ![]() | 34 | ![]() | ![]() | ![]() | ![]() | $ | 656,145,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 44.4 | % | ![]() | ![]() | ![]() | ![]() | 43.9 | % | ![]() | ![]() | ![]() | ![]() | 46.1 | % |
Interest Only | ![]() | ![]() | ![]() | ![]() | 16 | ![]() | ![]() | ![]() | ![]() | ![]() | 452,065,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 30.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 28.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 37.1 | ![]() |
Interest Only, ARD | ![]() | ![]() | ![]() | ![]() | 34 | ![]() | ![]() | ![]() | ![]() | ![]() | 207,166,400 | ![]() | ![]() | ![]() | ![]() | ![]() | 14.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 13.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 16.8 | ![]() |
Amortizing Balloon | ![]() | ![]() | ![]() | ![]() | 18 | ![]() | ![]() | ![]() | ![]() | ![]() | 108,773,178 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Fully Amortizing | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 48,745,403 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Amortizing ARD | ![]() | ![]() | ![]() | ![]() | 3 | ![]() | ![]() | ![]() | ![]() | ![]() | 6,540,083 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
![]() | ![]() | ![]() | ![]() | 109 | ![]() | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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* | These mortgage loans require payments of interest-only for a period of 6 to 216 months from origination prior to the commencement of payments of principal and interest with respect to the mortgage pool (a period of 6 to 216 months with respect to loan group 1 and a period of 24 to 84 months with respect to loan group 2). |
Types of IO Period
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Type of IO Period | ![]() | ![]() | Number of Mortgage Loans | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | ![]() | ![]() | % of Group 1 Balance | ![]() | ![]() | % of Group 2 Balance | |||||||||||||||
Non-Amortizing | ![]() | ![]() | ![]() | ![]() | 50 | ![]() | ![]() | ![]() | ![]() | $ | 659,231,400 | ![]() | ![]() | ![]() | ![]() | ![]() | 44.6 | % | ![]() | ![]() | ![]() | ![]() | 42.0 | % | ![]() | ![]() | ![]() | ![]() | 53.9 | % |
Partial Interest Only Amortizing | ![]() | ![]() | ![]() | ![]() | 38 | ![]() | ![]() | ![]() | ![]() | ![]() | 684,349,065 | ![]() | ![]() | ![]() | ![]() | ![]() | 46.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 46.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 46.1 | ![]() |
1 – 12 | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 39,010,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
13 – 24 | ![]() | ![]() | ![]() | ![]() | 8 | ![]() | ![]() | ![]() | ![]() | ![]() | 76,663,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 5.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 14.2 | ![]() |
25 – 36 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 36,300,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.2 | ![]() |
37 – 48 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 36,525,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
49 – 60 | ![]() | ![]() | ![]() | ![]() | 15 | ![]() | ![]() | ![]() | ![]() | ![]() | 412,871,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 27.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 30.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 19.2 | ![]() |
61 – 72 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 40,775,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
73 – 84 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 14,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.4 | ![]() |
85 – 216 | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 28,204,065 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Amortizing – No Partial Interest Only Period | ![]() | ![]() | ![]() | ![]() | 25 | ![]() | ![]() | ![]() | ![]() | ![]() | 135,854,600 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 11.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
![]() | ![]() | ![]() | ![]() | 109 | ![]() | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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![]() | 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. | |
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![]() | 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 | |
S-41
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![]() | 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. | |
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![]() | In addition, the fixed periodic payment on the mortgage loans is generally determined assuming interest is calculated on a ‘‘30/360 basis,’’ but since 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. | |
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![]() | See ‘‘DESCRIPTION OF THE MORTGAGE POOL— Certain Terms and Conditions of the Mortgage Loans’’ in this prospectus supplement. | |
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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*
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Prepayment Provisions | ![]() | ![]() | Number of Mortgage Loans | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | ![]() | ![]() | % of Group 1 Balance | ![]() | ![]() | % of Group 2 Balance | |||||||||||||||
Lockout/Defeasance/Open | ![]() | ![]() | ![]() | ![]() | 91 | ![]() | ![]() | ![]() | ![]() | $ | 1,175,835,502 | ![]() | ![]() | ![]() | ![]() | ![]() | 79.5 | % | ![]() | ![]() | ![]() | ![]() | 79.2 | % | ![]() | ![]() | ![]() | ![]() | 80.4 | % |
Lockout/Yield Maintenance/Open | ![]() | ![]() | ![]() | ![]() | 15 | ![]() | ![]() | ![]() | ![]() | ![]() | 147,099,562 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.7 | ![]() |
Yield Maintenance/Open | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 134,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.9 | ![]() |
Lockout/Defeasance or Yield Maintenance/Open | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 22,500,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
![]() | ![]() | ![]() | ![]() | 109 | ![]() | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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* | See ‘‘RISK FACTORS—The Offered Certificates—Prepayments Will Affect Your Yield—Performance Escrows’’ in this prospectus supplement. |
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![]() | See ‘‘DESCRIPTION OF THE MORTGAGE POOL— Additional Mortgage Loan Information’’ in this prospectus supplement. The ability of the master servicer or special servicer to waive or modify the terms of any mortgage loan relating to the payment of a prepayment premium or yield maintenance charge will be limited as described in this prospectus supplement. See ‘‘SERVICING OF THE MORTGAGE LOANS—Modifications, Waivers and Amendments’’ in this prospectus supplement. We make no representations as to the enforceability of the provisions of any mortgage notes requiring the payment of a prepayment premium or yield maintenance charge or limiting prepayments to defeasance or the ability of the master servicer or special | |
S-42
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![]() | servicer to collect any prepayment premium or yield maintenance charge. | |
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Defeasance | ![]() | Ninety-two (92) mortgage loans included in the trust fund as of the cut-off date, representing 81.0% of the mortgage pool (79 mortgage loans in loan group 1 or 81.1% and 13 mortgage loans in loan group 2 or 80.4%), 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 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 o r 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 (or on a prepayment date thereafter that is prior to the scheduled maturity date), and the final payment on the defeasance collateral on that prepayment date would be required to fully prepay the mortgage loan. Except with respect to 4 such mortgage loans (loan numbers 24.01, 24.02, 25.01, 25.02, 44.01, 44.02, 75.01 and 75.02) representing 3.3% of the mortgage pool, (4.2% of loan group 1), 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 s upplement. |
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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. |
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![]() | 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 and Annex D to this prospectus supplement. | |
S-43
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Loan Name | ![]() | ![]() | Mortgage Loan Seller | ![]() | ![]() | Number of Mortgage Loans / Mortgaged Properties | ![]() | ![]() | Loan Group | ![]() | ![]() | Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | ![]() | ![]() | % of Initial Group Balance | ![]() | ![]() | Property Type | ![]() | ![]() | Cut-Off Date Balance Per SF/Unit/ Room(1) | ![]() | ![]() | Weighted Average DSCR(1) | ![]() | ![]() | Weighted Average Cut-Off Date LTV Ratio(1)(2) | ![]() | ![]() | Weighted Average LTV Ratio at Maturity or ARD(1)(2) | ![]() | ![]() | Weighted Average Mortgage Rate(3) | ||||||||||||||||||||||||
Ashford Hospitality Pool 5 | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 5 | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | $ | 158,105,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.7 | % | ![]() | ![]() | ![]() | ![]() | 13.6 | % | ![]() | ![]() | Hospitality—Various | ![]() | ![]() | ![]() | $ | 138,567 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.37x | ![]() | ![]() | ![]() | ![]() | ![]() | 79.9 | % | ![]() | ![]() | ![]() | ![]() | 74.7 | % | ![]() | ![]() | ![]() | ![]() | 5.952 | % |
Nestle 94 Pool | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 3 | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | 106,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.1 | % | ![]() | ![]() | Industrial—Distribution | ![]() | ![]() | ![]() | $ | 41 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.44x | ![]() | ![]() | ![]() | ![]() | ![]() | 57.2 | % | ![]() | ![]() | ![]() | ![]() | 57.2 | % | ![]() | ![]() | ![]() | ![]() | 6.320 | % |
Sheraton Park Hotel – Anaheim, CA | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | 65,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 5.6 | % | ![]() | ![]() | Hospitality—Full Service | ![]() | ![]() | ![]() | $ | 132,653 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.38x | ![]() | ![]() | ![]() | ![]() | ![]() | 73.5 | % | ![]() | ![]() | ![]() | ![]() | 73.5 | % | ![]() | ![]() | ![]() | ![]() | 6.300 | % |
Integrated Health Campus | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | 62,200,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 5.3 | % | ![]() | ![]() | Office—Medical | ![]() | ![]() | ![]() | $ | 206 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.11x | ![]() | ![]() | ![]() | ![]() | ![]() | 75.7 | % | ![]() | ![]() | ![]() | ![]() | 70.6 | % | ![]() | ![]() | ![]() | ![]() | 5.790 | % |
2100 Ross | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | 61,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 5.2 | % | ![]() | ![]() | Office—CBD | ![]() | ![]() | ![]() | $ | 72 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.64x | ![]() | ![]() | ![]() | ![]() | ![]() | 74.4 | % | ![]() | ![]() | ![]() | ![]() | 74.4 | % | ![]() | ![]() | ![]() | ![]() | 6.065 | % |
Cole REIT Portfolio | ![]() | ![]() | Wachovia | ![]() | ![]() | 14 / 14 | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | 46,633,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.0 | % | ![]() | ![]() | Retail & Industrial | ![]() | ![]() | ![]() | $ | 91 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.75x | ![]() | ![]() | ![]() | ![]() | ![]() | 66.2 | % | ![]() | ![]() | ![]() | ![]() | 66.2 | % | ![]() | ![]() | ![]() | ![]() | 5.704 | % |
Mallard Glen Apartments | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | 37,440,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 11.8 | % | ![]() | ![]() | Multifamily—Conventional | ![]() | ![]() | ![]() | $ | 81,391 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.10x | ![]() | ![]() | ![]() | ![]() | ![]() | 80.0 | % | ![]() | ![]() | ![]() | ![]() | 70.6 | % | ![]() | ![]() | ![]() | ![]() | 5.830 | % |
Llano Logistics | ![]() | ![]() | BCRE | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | 32,800,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.8 | % | ![]() | ![]() | Industrial—Warehouse | ![]() | ![]() | ![]() | $ | 66 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.35x | ![]() | ![]() | ![]() | ![]() | ![]() | 66.9 | % | ![]() | ![]() | ![]() | ![]() | 61.5 | % | ![]() | ![]() | ![]() | ![]() | 5.880 | % |
Kedron Village - Phase II | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | 29,700,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.6 | % | ![]() | ![]() | Retail—Anchored | ![]() | ![]() | ![]() | $ | 189 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.16x | ![]() | ![]() | ![]() | ![]() | ![]() | 79.8 | % | ![]() | ![]() | ![]() | ![]() | 74.4 | % | ![]() | ![]() | ![]() | ![]() | 5.700 | % |
University House at Tempe Apartments | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | 29,412,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.3 | % | ![]() | ![]() | Multifamily—Student Housing | ![]() | ![]() | ![]() | $ | 73,531 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.51x | ![]() | ![]() | ![]() | ![]() | ![]() | 64.6 | % | ![]() | ![]() | ![]() | ![]() | 64.6 | % | ![]() | ![]() | ![]() | ![]() | 6.378 | % |
![]() | ![]() | ![]() | ![]() | 23 / 29 | ![]() | ![]() | ![]() | ![]() | ![]() | $ | 628,290,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 42.5 | % | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | 1.39x | ![]() | ![]() | ![]() | ![]() | ![]() | 72.1 | % | ![]() | ![]() | ![]() | ![]() | 69.2 | % | ![]() | ![]() | ![]() | ![]() | 6.024 | % | ||||||
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Reflections at the Lakes | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | $ | 28,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.9 | % | ![]() | ![]() | ![]() | ![]() | 8.9 | % | ![]() | ![]() | Multifamily—Conventional | ![]() | ![]() | ![]() | $ | 85,890 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.28x | ![]() | ![]() | ![]() | ![]() | ![]() | 71.8 | % | ![]() | ![]() | ![]() | ![]() | 71.8 | % | ![]() | ![]() | ![]() | ![]() | 5.750 | % |
Glenbrooke at Palm Bay | ![]() | ![]() | BCRE | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | 27,110,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.6 | % | ![]() | ![]() | Multifamily—Senior Housing / Independent Living | ![]() | ![]() | ![]() | $ | 159,471 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.33x | ![]() | ![]() | ![]() | ![]() | ![]() | 72.0 | % | ![]() | ![]() | ![]() | ![]() | 72.0 | % | ![]() | ![]() | ![]() | ![]() | 5.948 | % |
One & Two Riverwood | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | 26,500,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.3 | % | ![]() | ![]() | Office—Suburban | ![]() | ![]() | ![]() | $ | 135 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.30x | ![]() | ![]() | ![]() | ![]() | ![]() | 72.6 | % | ![]() | ![]() | ![]() | ![]() | 69.1 | % | ![]() | ![]() | ![]() | ![]() | 6.190 | % |
The Preserve at the Fort Apartments | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | 26,250,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.3 | % | ![]() | ![]() | Multifamily—Student Housing | ![]() | ![]() | ![]() | $ | 83,866 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.13x | ![]() | ![]() | ![]() | ![]() | ![]() | 75.6 | % | ![]() | ![]() | ![]() | ![]() | 70.6 | % | ![]() | ![]() | ![]() | ![]() | 5.830 | % |
The Falls at Highpoint Apartments | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | 26,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.2 | % | ![]() | ![]() | Multifamily—Conventional | ![]() | ![]() | ![]() | $ | 36,723 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.27x | ![]() | ![]() | ![]() | ![]() | ![]() | 73.8 | % | ![]() | ![]() | ![]() | ![]() | 66.5 | % | ![]() | ![]() | ![]() | ![]() | 5.850 | % |
Cole Portfolio | ![]() | ![]() | Wachovia | ![]() | ![]() | 10 / 10 | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | 25,442,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.2 | % | ![]() | ![]() | Retail—Single Tenant | ![]() | ![]() | ![]() | $ | 134 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.03x | ![]() | ![]() | ![]() | ![]() | ![]() | 58.2 | % | ![]() | ![]() | ![]() | ![]() | 58.2 | % | ![]() | ![]() | ![]() | ![]() | 5.329 | % |
West Volusia Towne Centre | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | 25,300,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.2 | % | ![]() | ![]() | Retail—Anchored | ![]() | ![]() | ![]() | $ | 164 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.12x | ![]() | ![]() | ![]() | ![]() | ![]() | 71.3 | % | ![]() | ![]() | ![]() | ![]() | 62.4 | % | ![]() | ![]() | ![]() | ![]() | 6.760 | % |
Waterstone Apartments | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | 23,750,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.5 | % | ![]() | ![]() | Multifamily—Conventional | ![]() | ![]() | ![]() | $ | 77,110 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.35x | ![]() | ![]() | ![]() | ![]() | ![]() | 66.8 | % | ![]() | ![]() | ![]() | ![]() | 66.8 | % | ![]() | ![]() | ![]() | ![]() | 6.180 | % |
Home Depot – Paterson, NJ | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | 23,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.0 | % | ![]() | ![]() | Retail—Single Tenant | ![]() | ![]() | ![]() | $ | 169 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.21x | ![]() | ![]() | ![]() | ![]() | ![]() | 79.9 | % | ![]() | ![]() | ![]() | ![]() | 79.9 | % | ![]() | ![]() | ![]() | ![]() | 6.000 | % |
Poway Crossings | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | 22,500,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.9 | % | ![]() | ![]() | Retail—Anchored | ![]() | ![]() | ![]() | $ | 196 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.11x | ![]() | ![]() | ![]() | ![]() | ![]() | 72.1 | % | ![]() | ![]() | ![]() | ![]() | 68.3 | % | ![]() | ![]() | ![]() | ![]() | 6.940 | % |
![]() | ![]() | ![]() | ![]() | 19 / 19 | ![]() | ![]() | ![]() | ![]() | ![]() | $ | 253,852,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 17.2 | % | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | 1.31x | ![]() | ![]() | ![]() | ![]() | ![]() | 71.5 | % | ![]() | ![]() | ![]() | ![]() | 68.6 | % | ![]() | ![]() | ![]() | ![]() | 6.062 | % | ||||||
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![]() | ![]() | ![]() | ![]() | 42 / 48 | ![]() | ![]() | ![]() | ![]() | ![]() | $ | 882,143,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 59.6 | % | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | 1.37x | ![]() | ![]() | ![]() | ![]() | ![]() | 71.9 | % | ![]() | ![]() | ![]() | ![]() | 69.0 | % | ![]() | ![]() | ![]() | ![]() | 6.035 | % |
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(1) | Nestle 94 Pool, 2100 Ross, Llano Logistics and Glenbrooke at Palm Bay are each part of a split loan structure that includes one or more subordinate companion loans that are not included in the trust fund. With respect to each of these mortgage loans, unless otherwise specified, the calculations of LTV Ratios, DSC Ratio and Cut-Off Date Balance per square foot/unit are based on the aggregate indebtedness of or debt service on, as applicable, the mortgage loan, but not any related subordinate companion loan. |
(2) | Certain of the mortgage loans reflect LTV Ratios that have been calculated on an ‘‘as-stabilized’’ basis. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ and ‘‘RISK FACTORS—The Mortgage Loans—Risks Relating to Net Cash Flow’’ and ‘‘—Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property’’ in this prospectus supplement. |
(3) | The mortgage rate with respect to the One & Two Riverwood and The Falls at Highpoint Apartments may vary during the term of the related mortgage loan. For purposes of the table above as well as calculations throughout this prospectus supplement, the mortgage rate was assumed to be the average mortgage rate during the amortizing period of the related mortgage loan. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ in this prospectus supplement. |
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Co-Lender Loans | ![]() | Two (2) mortgage loans (loan numbers 24.01, 24.02, 25.01 and 25.02) are part of split loan structures where one companion loan is part of the applicable split loan structure and pari passu in right of entitlement to payment with the related mortgage loan and another component is part of a split loan structure and is subordinate in right of entitlement to payment with the related mortgage loan. The remaining co-lender loans (loan numbers 2, 5, 7, 11, 23, 36, 44.01, 44.02, 75.01 and 75.02) are part of split loan structures in which the related companion loan(s) is subordinate to the related mortgage loan. In each case, the related companion loan will no t be part of the trust fund. Each of these mortgage loans and its related companion loans are subject to intercreditor agreements. |
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![]() | With respect to the 2 mortgage loans (loan numbers 24.01, 24.02, 25.01 and 25.02), each is subject to two intercreditor agreements: the first intercreditor agreement details the relationship between (a) the mortgage loan and (b) its pari passu companion loan; and the second intercreditor agreement details the relationships between (a) the mortgage loan and its pari passu companion loan and (b) the subordinate companion loan. With respect to each of these mortgage loans, the first intercreditor agreement ge nerally allocates collections in respect of the whole loan to the related mortgage loan and its related pari passu companion loan, on a pro rata basis; and the second intercreditor agreement generally allocates collections in respect of the whole loan first, to the related mortgage loan and the pari passu companion on a pro rata basis, up to amounts due and payable thereon, and then to the related subordinate companion loan up to amounts due and payable thereon. However, prepayments will generally be allocated on a pro rata basis prior to default. No companion loan is included in the trust fund. No subordinate companion loan will bear losses or provide credit support in respect of the unrelated mortgage loans in the trust fund. 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. | |
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![]() | 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. | |
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![]() | 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—The Mortgage Loans—Additional Debt on Some Mortgage Loans Creates Additional Risks’’ in this prospectus supplement. | |
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RISK FACTORS
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• | 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. |
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• | 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. |
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• | 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. |
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• | If any of the following risks are realized, your investment could be materially and adversely affected. |
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• | In connection with the risks and uncertainties described below which may relate to certain of the mortgage loans, or the mortgage pool in general, examples are given with respect to particular risks and particular mortgage loans. The fact that examples are given should not be interpreted to mean that the examples reflect all of the mortgage loans in the trust fund to which the risk is applicable. |
The Offered Certificates
Only Mortgage Loans 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, 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 mortgagee elects to apply casualty or condemnation proceeds to the mortgage loan. We cannot make any representation as to the anticipated rate of prepayments (voluntary or involuntary) on the mortgage loans or as to the anticipated yield to maturity of any certificate.
In addition, because the amount of principal that will be distributed to the Class A-1, Class A-2, Class A-PB, Class A-3 and Class A-1A certificates will generally be based upon the particular loan group in which the related mortgage loan is deemed to be a part, the yield on the Class A-1, Class A-2, Class
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A-PB and Class A-3 certificates will be particularly sensitive to prepayments on mortgage loans in loan group 1 and the yield on the Class A-1A certificates will be particularly sensitive to prepayments on mortgage loans in loan group 2.
See ‘‘YIELD AND MATURITY CONSIDERATIONS’’ in this prospectus supplement and ‘‘YIELD CONSIDERATIONS’’ in the accompanying prospectus.
Yield. In general, if you purchase an offered certificate at a premium and principal distributions on that offered certificate occur at a rate faster than you anticipated at the time of purchase, and no prepayment premiums or yield maintenance charges are collected, your actual yield to maturity may be lower than you had predicted at the time of purchase. Conversely, if you purchase an offered certificate at a discount and principal distributions on that offered certificate occur at a rate slower than you anticipated at the time of purchase, your actual yield to maturity may be lower than you had predicted at the time of purchase.
The yield on the Class A-3, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F 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 F to this prospectus supplement.
The yield on the Class IO certificates is particularly sensitive to the rate and timing of principal payments made in reduction of the component balance of components of the Class IO certificates. Investors in Class IO certificates should consider the risk that a rapid rate of prepayments on the mortgage loans could result in the failure to fully recoup your initial investment. Any payment in reduction of the certificate balance of any class of the certificates (other than the Class IO, Class Z, Class R-I and Class R-II certificates) and any losses allocated in reduction of the certificate balance of any class of the certificates (other than the Class IO, Class Z, Class R-I and Class R-II certificates) will also result in a corresponding reduction in the notional amount of the Class IO certificates. Thus, the yield on the Class IO certificates will be extremely sensitive to the rate and timing of principal payments on the mortgage loans, and the more quickly the component of the Class IO certificates is reduced, the greater will be the negative effect on the yield of the Class IO certificates, to the extent such effect is not offset by distributions to you of a portion of any applicable prepayment premiums or yield maintenance charges as described in ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions—Allocation of Prepayment Premiums and Yield Maintenance Charges’’ in this prospectus supplement.
Interest Rate Environment. Mortgagors generally are less likely to prepay if prevailing interest rates are at or above the rates borne by their mortgage loans. On the other hand, mortgagors are generally more likely to prepay if prevailing interest rates fall significantly below the mortgage interest rates of their mortgage loans. Mortgagors are generally less likely to prepay mortgage loans with a lockout period, yield maintenance charge or prepayment premium provision, to the extent enforceable, than similar mortgage loans without such provisions, with shorter lockout periods or with lower yield maintenance charges or prepayment premiums.
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 p rincipal prepayments.
See ‘‘YIELD AND MATURITY CONSIDERATIONS—Yield Considerations’’ and the modeling assumptions described in ‘‘YIELD AND MATURITY CONSIDERATIONS—Weighted Average Life’’ in this prospectus supplement.
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Premiums. Provisions requiring prepayment premiums and yield maintenance charges may not be enforceable in some states and under federal bankruptcy law, and may constitute interest for usury purposes. Accordingly, we cannot provide assurance that the obligation to pay that premium or charge will be enforceable or, if enforceable, that the foreclosure proceeds will be sufficient to pay such prepayment premium or yield maintenance charge. Additionally, although the collateral substitution provisions related to defeasance are not intended to be, and do not have the same effect on the certificateholders as a prepayment, we cannot provide assurance that a court would not interpret such provisions as requiring a prepayment premium or yield maintenance charge and possibly determine that such provisions are unenforceable or usurious under applicable law. Prepayment premiums and yield maintenance charges are generally not charged for prepayments resulting from casualty or condemnation and would not be paid in connection with repurchases of mortgage loans for breaches of representations or warranties or a material document defect. No prepayment premium or yield maintenance charge will be required for prepayments in connection with a casualty or condemnation unless, in the case of certain of the mortgage loans, an event of default has occurred and is continuing.
Pool Concentrations. Principal payments (including prepayments) on the mortgage loans included in the trust fund or in a particular group will occur at different rates. In addition, mortgaged properties can be released from the trust fund as a result of prepayments, defeasance, repurchases, casualties or condemnations. As a result, the aggregate balance of the mortgage loans concentrated in various property types in the trust fund or in a particular loan group changes over time. You therefore may be exposed to varying concentration risks as the mixture of property types and relative principal balance of the mortgage loans associated with certain property types changes. See the table entitled ‘‘Range of Remaining Terms to Maturity or Anticipated Repayment Date for all Mortgage Loans as of the Cut-Off Date’’ in Annex B t o 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 IO, 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 ‘‘—The Mortgage Loans—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.
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
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experienced, and if such losses are allocated to your class of certificates, your actual yield to maturity will be lower than the yield so calculated and could, under certain scenarios, be negative. The timing of any loss on a liquidated mortgage loan also will affect the actual yield to maturity of the offered certificates to which all or a portion of such loss is allocable, even if the rate of defaults and severity of losses are consistent with your expectations. In general, the earlier you bear a loss, the greater the effect on your yield to maturity. See ‘‘YIELD AND MATURITY CONSIDERATIONS’’ in this prospectus supplement and ‘‘YIELD CONSIDERATIONS’’ in the accompanying prospectus.
Even if losses on the mortgage loans included in the trust fund are allocated to a particular class of offered certificates, such losses may affect the weighted average life and yield to maturity of other certificates. Losses on the mortgage loans, to the extent not allocated to such class of offered certificates, may result in a higher percentage ownership interest evidenced by such certificates than would otherwise have resulted absent such loss. The consequent effect on the weighted average life and yield to maturity of the offered certificates will depend upon the characteristics of the remaining mortgage loans.
Additional Compensation and Certain Reimbursements to the Servicer Will Affect Your Right to Receive Distributions
To the extent described in this prospectus supplement, the master servicer, the special servicer or the trustee, as applicable, will be entitled to receive interest on unreimbursed advances and unreimbursed servicing expenses. See ‘‘RISK FACTORS—The Offered Certificates—Additional Compensation and Certain Reimbursements to the Servicer Will Affect Your Right to Receive Distributions’’ in the accompanying prospectus.
Subordination of Subordinate Offered Certificates
As described in this prospectus supplement, unless your certificates are Class A-1, Class A-2, Class A-PB, Class A-3, Class A-1A or Class IO 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. See ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions—Application of the Available Distribution Amount’’ and ‘‘DESCRIPTION OF THE CERTIFICATES—Subordination; Allocation of Losses and Certain Expenses’’ in this prospectus supplement.
Your Lack of Control Over the Trust Fund Can Create Risks
You and other certificateholders generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the trust fund. See ‘‘SERVICING OF THE MORTGAGE LOANS—General’’ in this prospectus supplement. Those decisions are generally made, subject to the express terms of the pooling and servicing agreement, by the master servicer, the trustee or the special servicer, as applicable. Any decision made by one of those parties in respect of the trust fund, even if that decision is determined to be in your best interests by that party, may be contrary to the decision that you or other certificateholders would have made and may negatively affect your interests.
Under certain circumstances, the consent or approval of less than all certificateholders will be required to take, and will bind all certificateholders to, certain actions relating to the trust fund. The interests of those certificateholders may be in conflict with those of the other certificateholders. For example, certificateholders of certain classes that are subordinate in right of payment may direct the actions of the special servicer with respect to troubled mortgage loans and related mortgaged properties. In certain circumstances, the holder of a companion loan, mezzanine loan or subordinate debt may direct the actions of the special servicer with respect to the related mortgage loan and the holder of a companion loan, mezzanine loan or subordinate debt will have certain consent rights relating to foreclosure or modification of the related loans. The interests of such holder of a companion loan, mezzanine loan or subordinate debt may be in conflict with t hose of the certificateholders.
Ten (10) of the mortgage loans (loan numbers 2, 5, 7, 11, 23, 24.01, 24.02, 25.01, 25.02, 36, 44.01, 44.02, 75.01 and 75.02), representing 20.8% of the mortgage pool (7 mortgage loans in loan group 1 or
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21.4% and 3 mortgage loans in loan group 2 or 18.5%), are each part of a split loan structure in which the related whole loan is evidenced by multiple promissory notes. With respect to 2 of these mortgage loans (loan numbers 24.01, 24.02, 25.01 and 25.02), representing 2.3% of the mortgage pool (3.0% of loan group 1), the related mortgage loan is part of a split loan structure where one companion loan is part of the applicable split loan structure and pari passu in right of entitlement to payment with the related mortgage loan and another companion loan is part of a split loan structure and is subordinate in right of entitlement to payment with the related mortgage loan. The holder of the related pari passu compa nion note has certain control, consultation and/or consent rights with respect to the servicing and/or administration of the related mortgage loan. With respect to the remainder of the mortgage loans evidenced by multiple promissory notes, the related mortgage loans are each part of a split loan structure where one or more promissory notes are subordinate in right of payment to the other promissory note. In each case, the trust fund does not include the subordinate companion note(s). In addition, such holders of the subordinate companion notes may have been granted various rights and powers pursuant to the related intercreditor agreement or other similar agreement, including cure rights and purchase options with respect to the related mortgage loans and, in the case of certain subordinate companion loans, the right to direct, approve or disapprove servicing actions involving the related whole loan and to replace the special servicer for the related whole loan. In some cases, the foregoing rights and powers m ay 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.
The Mortgage Loan Sellers, the Depositor and the Issuing Entity Are Subject to Bankruptcy or Insolvency Laws That May Affect the Trust Fund’s Ownership of the Mortgage Loans
In the event of the bankruptcy or insolvency of any mortgage loan seller or the depositor, it is possible the trust fund’s right to payment from or ownership of the mortgage loans could be challenged, and if such challenge were successful, delays or reductions in payments on your certificates could occur.
Based upon opinions of counsel that the conveyance of the mortgage loans would generally be respected in the event of a bankruptcy or insolvency of a mortgage loan seller or the depositor, which opinions are subject to various assumptions and qualifications, the depositor and the issuing entity believe that such a challenge will be unsuccessful, but there can be no assurance that a bankruptcy trustee, if applicable, or other interested party will not attempt to assert such a position. Even if actions seeking such results were not successful, it is possible that payments on the certificates would be delayed while a court resolves the claim.
In addition, since the issuing entity is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a ‘‘business trust’’ for purposes of the federal bankruptcy laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the issuing entity would be characterized as a ‘‘business trust.’’ Even if a bankruptcy court were to determine that the issuing entity was a ‘‘business trust,’’ it is possible that payments on the certificates would be delayed while the court resolved the issue.
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.
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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 at the time of closing and may never be listed on any securities exchange or traded in any automated quotation system of any registered securities association such as NASDAQ.
Potential Conflicts of Interest
The master servicer is one of the mortgage loan sellers, a sponsor and an affiliate of the depositor and one of the underwriters. 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 a mortgage loan seller, any other party to the pooling and servicing agreement or any of their affiliates. See ‘‘SERVICING OF THE MORTGAGE LOANS—General’’ in this prospectus supplement.
Wachovia Bank, National Association, the master servicer, a sponsor and one of the mortgage loan sellers, may finance the acquisition of certain of the certificates by one or more investors from time to time.
Wachovia Bank, National Association (which is the master servicer, a mortgage loan seller and a sponsor) or one of its affiliates is also the initial holder of certain companion loans with respect to 2 mortgage loans (loan numbers 2 and 5), representing 11.3% of the mortgage pool (14.4% of loan group 1). In addition, Wachovia Bank, National Association is also an equity owner of Capital Lease, LLP, which is an affiliate of Caplease Debt Funding, LP, the holder of the companion loans with respect to 1 mortgage loan (loan number 2), representing 7.2% of the mortgage pool (9.1% of loan group 1) and which is an affiliate of Caplease Credit LLC and Caplease, LP, each of which are guarantors with respect to the mortgage loan. In addition, Wachovia Bank, National Association is the initial holder of the mezzanine loans related to 4 mortgage loans (loan numbers 9, 16, 39 and 57), representing 5.0% of the mortgage pool (2 mortgage loans in loan group 1 or 1.8% and 2 mortgage loans in group 2 or 16.8%). 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, mezzanine 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 a partial equity owner of Triple Net Properties, LLC, which is an affiliate of the borrower with respect to 4 mortgage loans (loan numbers 12, 29, 42 and 50), representing 4.2% of the mortgage pool (3 mortgage loans in loan group 1 or 4.4% and 1 mortgage loan in loan group 2 or 3.5%). Accordingly, a conflict may arise between Wachovia Bank, National Association’s duties to the trust fund under the pooling and servicing agreement and its or its affiliate’s interest as a holder of a companion loan, the holde r of mezzanine indebtedness or the holder of certain other indebtedness secured by the related mortgaged property. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Other Financing’’ in this prospectus supplement.
Each of the master servicer, special servicer or any of their respective affiliates may, especially if it holds the non-offered certificates or subordinate companion loan(s) related to a mortgage loan, or has financial interests in, or other financial dealings with, a borrower or mortgage loan seller under any of the mortgage loans, have interests when dealing with the mortgage loans that are in conflict with the interests of holders of the offered certificates. For instance, if the special servicer or an affiliate holds non-offered certificates or subordinate companion loan(s) related to a mortgage loan, the special servicer could seek to reduce the potential for losses allocable to those certificates or subordinated companion loans from a troubled mortgage loan by deferring acceleration in the hope of maximizing future proceeds. The special servicer might also seek to reduce the potential for such losses by accelerating the mortgage loan earlier than necessary to avoid advance interest or additional trust fund expenses. Either action could result in less proceeds to the trust fund than would be realized if alternate action had been taken. In general, the master servicer, special servicer or any of their respective affiliates is not required to act in a manner more favorable to the holders of the offered certificates or any particular class of offered certificates than to the holders of the non-offered certificates or subordinated companion loans.
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The special servicer will (and any related sub-servicer may) be involved in determining whether to modify or foreclose a defaulted mortgage loan. An affiliate of the special servicer may purchase certain other non-offered certificates. 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.
If the holder of a subordinate companion loan exercises its right (if any) to replace the special servicer for purposes of the special servicing of the related whole loan, the circumstances described above would generally apply to the replacement special servicer.
The circumstances described above 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:
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• | a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers; or |
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• | these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties: or |
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• | 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 |
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• | the mortgaged property is self-managed. |
For example, with respect to 29 mortgage loans (loan numbers 2, 7, 8, 12, 17, 56, 63, 64, 65, 66, 68, 69, 72, 80, 82, 85, 86, 89, 91, 93, 94, 96, 97, 101, 102, 103, 104, 107 and 109), representing 19.6% of the mortgage pool (24.9% of loan group 1), the property manager for each of the 31 mortgaged properties securing the mortgage loans is an affiliate of the related borrower principal or sponsor. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans’’ and Annex A-1 and Annex D to this prospectus supplement.
Moreover, with respect to certain of the mortgage loans, no lockbox has been established and the property manager has access to the proceeds from the related mortgaged property prior to such amounts being required to be deposited in the related escrow accounts or being paid to the mortgagee as debt service payments. Accordingly, since certain of these mortgage loans are managed by, or in the future may be managed by an affiliate of the related borrower, a potential conflict of interest could arise when such affiliated property manager receives proceeds from the related mortgaged property in a borrower-controlled account.
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
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fund, and decisions made with respect to those assets may adversely affect the amount and timing of distributions with respect to the certificates.
The Mortgage Loans
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.
Certain 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. In this regard, the three largest tenants and their respective lease expiration dates for mortgage loans secured by retail, office and industrial properties are set forth on Annex A-1 to this prospectus supplement. Additionally, mortgage loans may have concentration of leases expiring at varying rates in varying percentages prior to the related maturity date and in some situations, all of the leases at a mortgaged property may expire prior to the related maturity date. In addition, certain of the mortgaged properties securing mortgage loans included in the trust fund are leased to a single tenant which subjects the related borrower to increased risks in the event the tenant vacates and a replacement tenant is not readily available. See ‘‘& mdash;Single Tenants and Concentration of Tenants Subject the Trust Fund to Increased Risk’’ in this prospectus supplement.
In addition, with respect to 14 mortgage loans (loan numbers 7, 17, 48, 67, 76, 82, 87, 89, 91, 94, 97, 101, 105 and 107), representing 6.3% of the mortgage pool (8.0% of loan group 1), certain of the major tenants at the related mortgaged property or other persons have rights of first refusal and/or purchase options on the related tenant leases or other recorded documents affecting the mortgaged property in accordance with the terms of the related mortgage loan documents, some of which have been waived in connection with a foreclosure sale. There can be no assurance that if such options are not waived, the mortgagee’s ability to sell the related mortgaged property at or after foreclosure may be impaired or may adversely affect the foreclosure proceeds or sale proceeds in a post-foreclosure sale.
If leases are not renewed or replaced, if tenants default, if rental rates fall, if tenants vacate the related mortgaged property during the terms of their respective leases and/or if operating expenses increase, the borrower’s ability to repay the loan may be impaired and the resale value of the property, which is substantially dependent upon the property’s ability to generate income, may decline. Even if borrowers successfully renew leases or relet vacated space, the costs associated with reletting, including tenant improvements, leasing commissions and free rent, can exceed the amount of any reserves maintained for that purpose and 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. For example, with respect to 4 mortgage loans (loan numbers 43, 83, 95 and 106), representing 1.2% of the mortgage pool (1.5% of loan group 1), all or a material portion of the rentable area at the related mortgaged properties is occupied by one or more U.S. governmen t or state government agencies. Certain U.S. government or state government leases may permit the related tenant to terminate its lease due to any lack of appropriations, and state government leases may 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.
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Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses
Some of the mortgaged properties securing the mortgage loans included in the trust fund may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable for any reason. For example, a mortgaged property may not be readily convertible (or convertible at all) due to restrictive covenants related to such mortgaged property including, in the case of mortgaged properties that 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 and may also require certain governmental approvals to make alterations or modifications to the related mortgaged property. In addition, converting commercial properties to alternat e 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’’ below.
Borrowers’ Recent Acquisition of the Mortgaged Properties.
The related borrowers under 66 mortgage loans, representing 67.0% of the mortgage pool (51 mortgage loans in loan group 1 or 61.5% and 15 mortgage loans in loan group 2 or 87.1%), acquired all or part of their related mortgaged property contemporaneously with the origination of the related mortgage loan or within the prior 12 months of origination. Accordingly, these borrowers may have limited experience operating the particular mortgaged properties and, therefore, there is a risk that the net operating income and cash flow of such mortgaged properties may vary significantly from the operations, net operating income and cash flow generated by the related mortgaged properties under prior ownership and management.
Risks Relating to Certain Property Types
Particular types of income properties are exposed to particular risks. For instance:
Special Risks Associated with Retail Properties
Retail properties, including shopping centers, secure, in whole or in part, 48 of the mortgage loans included in the trust fund as of the cut-off date, representing 22.7% of the mortgage pool (28.8% of loan group 1). See ‘‘RISK FACTORS—Special Risks of Mortgage Loans Secured by Retail Properties’’ and ‘‘Special Risks Associated with Shopping Center and Other Retail Properties’’ in the accompanying prospectus.
Although the Home Depot – Paterson, NJ mortgage loan is not secured by the Home Depot retail store improving the mortgaged property, the borrower’s ability to make its debt service payments will be solely dependent on the ground lessee’s ability to make its obligations under the ground lease, which is in turn dependent on the underlying tenant which occupies the building meeting its obligations under its lease.
Special Risks Associated with Multifamily Properties
Multifamily properties secure, in whole or in part, 16 of the mortgage loans included in the trust fund as of the cut-off date, representing 21.5% of the mortgage pool (1 mortgage loan in loan group 1 or 0.9% and 15 of the mortgage loans in loan group 2 or 97.6%). See ‘‘RISK FACTORS—Special Risks of Mortgage Loans Secured by Multifamily Properties’’ in the accompanying prospectus.
Senior living properties secure 5 mortgage loans (loan numbers 11, 23, 27, 30 and 36), representing 6.0% of the mortgage pool (28.2% of loan group 2). These properties consist of either senior housing and/or assisted living facilities. Senior housing generally consists of facilities with respect to which the tenants are ambulatory and the accommodations are usually apartment style. Assisted living facilities are
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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. Income at these mortgaged properties is from tenant rental payments, rather than from government reimbursement programs. See ‘‘RISK FACTORS—Special Risks of Mortgage Loans Secured by Healthcare-Related Properties’’ in the accompanying prospectus.
Special Risks Associated with Office Properties
Office properties secure, in whole or in part, 16 of the mortgage loans included in the trust fund as of the cut-off date, representing 20.6% of the mortgage pool (26.2% of loan group 1). See ‘‘RISK FACTORS—The Mortgage Loans—Special Risks of Mortgage Loans Secured by Office Properties’’ in the accompanying prospectus.
Included in the mortgage loans secured by office properties are 3 mortgage loans (loan numbers 4, 50 and 59), representing 5.2% of the mortgage pool (6.6% of loan group 1) that are secured by medical office properties. The performance of a medical office property may depend on (i) the proximity of such property to a hospital or other health care establishment and (ii) reimbursements for patient fees from private or government-sponsored insurers. Issues related to reimbursements (ranging from non-payment to delays in payment) from such insurers could adversely impact cash flow at such mortgaged properties.
Special Risks Associated with Hospitality Properties
Hospitality properties secure, in whole or in part, 11 of the mortgage loans included in the trust fund as of the cut-off date, representing 19.6% of the mortgage pool (24.9% of loan group 1). See ‘‘RISK FACTORS—Special Risks of Mortgage Loans Secured by Hospitality Properties’’ in the accompanying prospectus. Certain mortgage loans included in the trust fund are secured by hospitality properties that are not affiliated with a hotel chain. The lack of a franchise affiliation, or of a nationally known franchise affiliation, may adversely affect the performance of a hotel property.
With respect to mortgage loans included in the trust fund that are secured by hospitality properties that are affiliated with a hotel chain by means of management agreements or franchise or licensing agreements, such agreements generally impose affirmative obligations on the owners, franchisees or licensees with respect to hotel operations. If the owner, franchisee or licensee does not comply with such obligations, it may lose its management agreement, franchise or license. 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 franchise licenses may require significantly higher fees.
The transferability of franchise license agreements is restricted. In the event of a foreclosure, the mortgagee 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 mortgagee may be unable to terminate a franchise license or remove 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 have restrictions or prohibitions on transfers to third parties, including, 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. There can be no assurance that the amounts held in reserve will be sufficient to offset any shortfall that occur at the mortgaged property during slower periods.
Special Risks Associated with Industrial Facilities
Industrial properties secure, in whole or in part, 13 of the mortgage loans included in the trust fund as of the cut-off date, representing 14.3% of the mortgage pool (18.2% of loan group 1). See ‘‘RISK FACTORS—Special Risks of Mortgage Loans Secured by Industrial Facilities’’ in the accompanying prospectus.
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Special Risks Associated with Mobile Home Park Properties
Mobile home park properties secure, in whole or in part, 2 mortgage loans included in the trust fund as of the cut-off date, representing 0.5% of the mortgage pool (2.4% of loan group 2). See ‘‘RISK FACTORS—Special Risks Associated with Manufactured Housing Properties’’ in the accompanying prospectus.
Special Risks Associated with Self Storage Facilities
Self storage facilities secure, in whole or in part, 2 mortgage loans included in the trust fund as of the cut-off date, representing 0.5% of the mortgage pool (0.6% of loan group 1). See ‘‘RISK FACTORS—Special Risks of Mortgage Loans Secured by Warehouse and Self Storage Facilities’’ in the accompanying prospectus.
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.
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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• | a reduction in the value of such mortgaged property which may make it impractical or imprudent to foreclose against such mortgaged property; |
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• | 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; |
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• | 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 |
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• | 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 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 such secured lender actually participated in the hazardous waste management of the borrower,
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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 ‘‘DESCRIPTION OF THE MORTGAGE POOL—Assessments of Property Condition—Environmental Assessments’’ in this prospectus supplement, and ‘‘CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Environmental Considerations’’ in the accompanying prospectus.
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 related to a particular series of certificates. 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:
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• | an environmental consultant investigated those conditions and recommended no further investigations or remediation; |
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• | an environmental insurance policy was obtained from a third-party insurer; |
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• | 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; |
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• | 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 mortgage loan documents; or |
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• | the related borrower or other responsible party having financial resources reasonably estimated to be adequate 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. |
With respect to 1 mortgage loan (loan number 17), representing 1.6% of the mortgage pool (2.0% of loan group 1), subsurface investigations identified soil and groundwater contamination as a result of the historic use of the mortgaged property as a dye works facility prior to 1994. At origination, funds in the amount of $1,415,000 were escrowed with the relevant state government environmental agency to satisfy certain remediation obligations under the Industrial Site Recovery Act and pollution legal liability policies were obtained for the benefit of the mortgagee and the sole ground lease tenant at the Mortgaged Property.
We cannot provide assurance, however, that the environmental assessments identified all environmental conditions and risks, that the related borrowers will implement all recommended operations and maintenance plans, that such plans will adequately remediate the environmental condition, or that any environmental indemnity, insurance or escrow will fully cover all potential environmental conditions and risks. In addition, the environmental condition of the underlying real properties could be adversely affected by tenants or by the condition of land or operations in the vicinity of the properties, such as underground storage tanks.
Problems associated with mold, fungi or decay may pose risks to the mortgaged properties that are part of the trust fund and may also be the basis for personal injury claims against a borrower. Although the mortgaged properties are required to be inspected periodically, there is no generally accepted
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standard for the assessment of mold, fungi or decay problems. If left unchecked, the growth of such problems could result in the interruption of cash flow, litigation and remediation expenses that could adversely impact collections from a mortgaged property.
We cannot provide assurance, however, that should environmental insurance coverage be needed, such 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.
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 assuming control of its operation. Such requirement effectively precludes enforcement of the security for the related mortgage note until a satisfactory environmental site assessment is obtained (or until any required remedial action is thereafter taken), but will decrease the likelihood that the trust fund will become liable for a material adverse environmental condition at the mortgaged property. However, we cannot give assurance that the requirements of the pooling and servicing agreement will effectively insulate the trust fund from potential liability for a materially adverse environmental condition at any mortgaged property. See ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS& mdash;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
One-hundred five (105) of the mortgage loans, representing 96.7% of the mortgage pool (88 mortgage loans in loan group 1 or 95.8% and all of the mortgage loans in loan group 2) provide for scheduled payments of principal and/or interest based on amortization schedules significantly longer than their respective remaining terms to maturity or provide for payments of interest only until their respective maturity date and, in each case, a balloon payment on their respective maturity date. Thirty-seven (37) of these mortgage loans, representing 14.4% of the mortgage pool (35 mortgage loans in loan group 1 or 13.8% and 2 mortgage loans in loan group 2 or 16.8%), 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.
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• | 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. |
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• | 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. |
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• | The ability of a borrower to effect a refinancing or sale will be affected by a number of factors, including (but not limited to) the value of the related mortgaged property, the level of available mortgage rates at the time of sale or refinancing, the borrower’s equity in the mortgaged property, the financial condition and operating history of the borrower and the mortgaged property, rent rolling status, rent control laws with respect to certain residential properties, tax laws, prevailing general and regional economic conditions and the availability of credit for loans secured by multifamily or commercial properties, as the case may be. |
We cannot assure you that each borrower under a balloon loan or an anticipated repayment date loan will have the ability to repay the principal balance of such mortgage loan on the related maturity date or anticipated repayment date, as applicable. Generally, even 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.
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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 suppleme nt and ‘‘YIELD CONSIDERATIONS’’ in the accompanying prospectus.
Adverse Consequences Associated with Borrower Concentration, Borrowers under Common Control and Related Borrowers
Certain borrowers under the mortgage loans included in the trust fund are affiliated or under common control with one another. In such circumstances, any adverse circumstances relating to a borrower or an affiliate thereof and affecting one of the related mortgage loans or mortgaged properties could also affect other mortgage loans or mortgaged properties of the related borrower. In particular, the bankruptcy or insolvency of any such borrower or affiliate could have an adverse effect on the operation of all of the mortgaged properties of that borrower and its affiliates and on the ability of such related mortgaged properties to produce sufficient cash flow to make required payments on the mortgage loans. For example, if a person that owns or directly or indirectly controls several mortgaged properties experiences financial difficulty at one mortgaged property, they could defer maintenance at one or more other mortgaged properties in order to satisfy current exp enses with respect to the mortgaged property experiencing financial difficulty, or they could attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting payments for an indefinite period on all the related mortgage loans. In particular, such person experiencing financial difficulty or becoming subject to a bankruptcy proceeding may have an adverse effect on the funds available to make distributions on the certificates and may lead to a downgrade, withdrawal or qualification (if applicable) of the ratings of the certificates.
Mortgaged properties owned by related borrowers are likely to:
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• | 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 |
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• | 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. |
For example, 4 groups of mortgage loans consisting of (a) 3 cross-collateralized and cross-defaulted mortgage loans (loan numbers 83, 95 and 106), representing in the aggregate 0.4% of the mortgage pool (0.6% of loan group 1), (b) 14 cross-collateralized and cross-defaulted mortgage loans ((loan numbers 56, 63, 64, 65, 68, 69, 82, 89, 91, 94, 97, 101, 104 and 107), representing in the aggregate 3.2% of the mortgage pool (4.0% of loan group 1)), (c) 10 cross-collateralized and cross-defaulted mortgage loans ((loan numbers 66, 72, 80, 85, 86, 93, 96, 102, 103 and 109), representing in the aggregate 1.7% of the mortgage pool (2.2% of loan group 1)) and (d) 2 cross-collateralized and cross-defaulted mortgage loans (loan numbers 58 and 108), representing in the aggregate 0.5% of the mortgage pool (2.4% of loan group 2)), respectively, have sponsors that are affiliated (or, in the case of clause (d), have the same sponsor). Although the mortgage loans within each grou p are cross-collateralized and cross-defaulted, the groups of mortgage loans are not cross-collateralized or cross-defaulted with each other.
In addition, 5 mortgage loans (loan numbers 11, 23, 27, 30 and 36), representing 6.0% of the mortgage pool (28.2% of loan group 2), are not cross-collateralized or cross-defaulted but the borrower principals of two or more of the related borrowers under two or more of such mortgage loans are affiliated.
No group, individual borrower, sponsor or borrower concentration represents more than 10.7% of the mortgage pool (13.6% of loan group 1).
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Mortgaged Properties Leased to Borrowers & Borrower Affiliated Entities Also Have Risks
If a mortgaged property is leased in whole or substantial part to the borrower under the mortgage loan or to an affiliate of the borrower, a deterioration in the financial condition of the borrower or its affiliates can be particularly significant to the borrower’s ability to perform under the mortgage loan as it can directly interrupt the cash flow from the mortgaged property if the borrower’s or its affiliate’s financial condition worsens. Certain mortgaged properties or portions thereof are master leased to affiliates of the borrower under arrangements whereby the affiliate tenant operates and/or leases the mortgaged property or the master leased premises. In some cases, this affiliated lessee is physically occupying space related to its business; in other cases, the affiliated lessee is a tenant under a master lease with the borrower, under which the tenant is obligated to make rent payments but does not occupy any space at the mortgaged pr operty. These master leases are typically used to bring occupancy to a ‘‘stabilized’’ level but may not provide additional economic support for the mortgage loan. Such master lease arrangements present additional risks, such as the potential limitations on the ability of a lender upon default to obtain a receiver to obtain control of, and collect the underlying revenues from, the mortgaged property unless and until the master lease is terminated and the affiliate tenant evicted from the mortgaged property or master leased premises (which may not be possible if the master lease is not in default or may be limited by an affiliate tenant bankruptcy or by requirements of local laws pertaining to the dispossession of defaulted tenants under the leases) and the risk that a master lease termination may result in a termination or interruption of rent payments under the underlying subleases between the subtenants and the affiliated master tenant. These risks may be mitigated when mortgaged pro perties are leased to unrelated third parties. Loans secured by mortgaged properties occupied by the related borrowers or their affiliates may present similar risks.
The Geographic Concentration of Mortgaged Properties Subjects the Trust Fund to a Greater Extent to State and Regional Conditions
Except as indicated in the following tables, less than 5.0% of the mortgage loans, by cut-off date pool or loan group balance, are secured by mortgaged properties in any one state.
Mortgaged Properties by Geographic Concentration(1)
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State | ![]() | ![]() | Number of Mortgaged Properties | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | |||||||||
TX | ![]() | ![]() | ![]() | ![]() | 20 | ![]() | ![]() | ![]() | ![]() | $ | 268,416,250 | ![]() | ![]() | ![]() | ![]() | ![]() | 18.1 | % |
FL | ![]() | ![]() | ![]() | ![]() | 12 | ![]() | ![]() | ![]() | ![]() | ![]() | 148,241,279 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.0 | ![]() |
PA | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 144,294,087 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.8 | ![]() |
CA | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 141,700,603 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.6 | ![]() |
Southern(2) | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 105,900,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.2 | ![]() |
Northern(2) | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 35,800,603 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.4 | ![]() |
NC | ![]() | ![]() | ![]() | ![]() | 10 | ![]() | ![]() | ![]() | ![]() | ![]() | 123,947,714 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.4 | ![]() |
GA | ![]() | ![]() | ![]() | ![]() | 8 | ![]() | ![]() | ![]() | ![]() | ![]() | 107,086,364 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.2 | ![]() |
NJ | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 98,391,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 6.7 | ![]() |
Other | ![]() | ![]() | ![]() | ![]() | 55 | ![]() | ![]() | ![]() | ![]() | ![]() | 447,357,267 | ![]() | ![]() | ![]() | ![]() | ![]() | 30.2 | ![]() |
![]() | ![]() | ![]() | ![]() | 119 | ![]() | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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(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 (or specific release prices) as described in the related mortgage loan documents). |
(2) | For purposes of determining whether a mortgaged property is located in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in and south of such counties were included in Southern California. |
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Loan Group 1 Mortgaged Properties by Geographic Concentration(1)
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State | ![]() | ![]() | Number of Mortgaged Properties | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Group 1 Balance | |||||||||
TX | ![]() | ![]() | ![]() | ![]() | 15 | ![]() | ![]() | ![]() | ![]() | $ | 178,083,750 | ![]() | ![]() | ![]() | ![]() | ![]() | 15.3 | % |
PA | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 144,294,087 | ![]() | ![]() | ![]() | ![]() | ![]() | 12.4 | ![]() |
CA | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 141,700,603 | ![]() | ![]() | ![]() | ![]() | ![]() | 12.2 | ![]() |
Southern(2) | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 105,900,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.1 | ![]() |
Northern(2) | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 35,800,603 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.1 | ![]() |
NJ | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 98,391,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.5 | ![]() |
FL | ![]() | ![]() | ![]() | ![]() | 9 | ![]() | ![]() | ![]() | ![]() | ![]() | 88,611,279 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.6 | ![]() |
GA | ![]() | ![]() | ![]() | ![]() | 6 | ![]() | ![]() | ![]() | ![]() | ![]() | 83,567,364 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.2 | ![]() |
NC | ![]() | ![]() | ![]() | ![]() | 8 | ![]() | ![]() | ![]() | ![]() | ![]() | 72,507,714 | ![]() | ![]() | ![]() | ![]() | ![]() | 6.2 | ![]() |
Other | ![]() | ![]() | ![]() | ![]() | 47 | ![]() | ![]() | ![]() | ![]() | ![]() | 356,134,767 | ![]() | ![]() | ![]() | ![]() | ![]() | 30.6 | ![]() |
![]() | ![]() | ![]() | ![]() | 99 | ![]() | ![]() | ![]() | ![]() | $ | 1,163,291,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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(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 (or specific release prices) as described 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*
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State | ![]() | ![]() | Number of Mortgaged Properties | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Group 2 Balance | |||||||||
TX | ![]() | ![]() | ![]() | ![]() | 5 | ![]() | ![]() | ![]() | ![]() | $ | 90,332,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 28.6 | % |
FL | ![]() | ![]() | ![]() | ![]() | 3 | ![]() | ![]() | ![]() | ![]() | ![]() | 59,630,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 18.9 | ![]() |
NC | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 51,440,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 16.3 | ![]() |
AZ | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 29,412,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.3 | ![]() |
NV | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 28,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.9 | ![]() |
CO | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 26,250,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.3 | ![]() |
GA | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 23,519,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.4 | ![]() |
Other | ![]() | ![]() | ![]() | ![]() | 5 | ![]() | ![]() | ![]() | ![]() | ![]() | 7,560,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.4 | ![]() |
![]() | ![]() | ![]() | ![]() | 20 | ![]() | ![]() | ![]() | ![]() | $ | 316,144,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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* | 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 (or specific release prices) as described in the related mortgage loan documents). |
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 mortgaged properties are located:
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• | economic conditions; |
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• | conditions in the real estate market; |
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• | changes in governmental rules and fiscal policies; |
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• | acts of God or terrorism (which may result in uninsured losses); and |
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• | other factors which are beyond the control of the mortgagors. |
For example, 20 of the mortgaged properties, representing, by allocated loan amount, 18.1% of the mortgage pool, (15 mortgaged properties in loan group 1 or 15.3% and 5 mortgaged properties in loan
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group 2 or 28.6%), are located in the State of Texas. In addition, 12 of the mortgaged properties, representing, by allocated loan amount, 10.0% of the mortgage pool (9 mortgaged properties in loan group 1 or 7.6% and 3 mortgaged properties in loan group 2 or 18.9%), are located in the State of Florida. As a result of these concentrations, any adverse impact on economic activities in Texas or Florida may have a more pronounced effect on certificateholders as compared with a similar economic impact on other geographical areas.
Special Risks Associated with High Balance Mortgage Loans
Several of the mortgage loans included in the trust fund, individually or together with other such mortgage loans with which they are cross-collateralized, have principal balances as of the cut-off date that are substantially higher than the average principal balance of the mortgage loans in the trust fund as of the cut-off date.
In general, concentrations in a mortgage pool of loans with larger-than-average balances can result in losses that are more severe, relative to the size of the pool, than would be the case if the aggregate balance of the pool were more evenly distributed.
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• | The largest single mortgage loan included in the trust fund as of the cut-off date represents 10.7% of the mortgage pool (13.6% of loan group 1). |
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• | The largest group of cross-collateralized mortgage loans included in the trust fund as of the cut-off date represents in the aggregate 3.2% of the mortgage pool (4.0% 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:
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• | mortgage loans included in the trust fund and secured by retail properties represent, as of the cut off date, 22.1% of the mortgage pool (28.1% of loan group 1); |
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• | mortgage loans included in the trust fund and secured by multifamily properties represent, as of the cut off date, 21.4% of the mortgage pool (1 mortgage loan in loan group 1 or 0.7% and 15 mortgage loans in loan group 2 or 97.6%); |
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• | mortgage loans included in the trust fund and secured by office properties represent, as of the cut off date, 20.6% of the mortgage pool (26.2% of loan group 1); |
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• | mortgage loans included in the trust fund and secured by hospitality properties represent, as of the cut off date, 19.6% of the mortgage pool (24.9% of loan group 1); and |
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• | mortgage loans included in the trust fund and secured by industrial and special purpose facilities represent, as of the cut off date, 15.2% of the mortgage pool (19.4% of loan group 1). |
Insurance Coverage on Mortgaged Properties May Not Cover Special Hazard Losses
In light of the September 11, 2001 terrorist attacks in New York City, the Washington, D.C. area and Pennsylvania, the comprehensive general liability and business interruption or rent loss insurance policies required by typical mortgage loans (which are generally subject to periodic renewals during the term of the related mortgage loans) have been affected. To give time for private markets to develop a pricing mechanism and to build capacity to absorb future losses that may occur due to terrorism, on November 26, 2002 the Terrorism Risk Insurance Act of 2002 was enacted, which established the Terrorism Insurance Program. Under the Terrorism Insurance Program, the federal government shares in the risk of loss associated with certain future terrorist acts. See ‘‘RISK FACTORS—Insurance Coverage on Mortgaged Properties May Not Cover Special Hazard Losses’’ in the accompanying prospectus.
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The Terrorism Insurance Program was originally scheduled to expire on December 31, 2005. However, on December 22, 2005, the Terrorism Risk Insurance Extension Act of 2005 was enacted, which extended the duration of the Terrorism Insurance Program until December 31, 2007. On September 19, 2007, the Terrorism Risk Insurance Revision and Extension Act of 2007 was passed by the House of Representatives and referred to the Senate. The Terrorism Risk Insurance Revision and Extension Act of 2007 currently provides for an extension of the duration of the Terrorism Insurance Program for an additional 15 years. There can be no assurance that the Terrorism Risk Insurance Revision and Extension Act of 2007 will be passed by the Senate and/or enacted into law.
The Terrorism Insurance Program is administered by the Secretary of the Treasury and, through December 31, 2007, will provide some financial assistance from the United States government to insurers in the event of another terrorist attack that results in an insurance claim. The 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.
In addition, with respect to any act of terrorism occurring after March 31, 2006, no compensation is paid under the Terrorism Insurance Program unless the aggregate industry losses relating to such act of terror exceed $50 million (or, if such insured losses occur in 2007, $100 million). As a result, unless the borrowers obtain separate coverage for events that do not meet that threshold (which coverage may not be required by the respective loan documents and may not otherwise be obtainable), such events would not be covered.
The Treasury Department has established procedures for the program under which the federal share of compensation equals 85 percent 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 (and the insurers will not be liable for any amount that exceeds this cap).
Through December 2007, 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. Any state approval of such types of exclusions in force on November 26, 2002, is also voided.
The Terrorism Insurance Program is temporary legislation and there can be no assurance that it will create any long-term changes in the availability and cost of such insurance. Moreover, there can be no assurance that subsequent terrorism insurance legislation will be passed upon its expiration.
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 mortgage loan documents) if the special servicer has determined, in consultation with the controlling class representative, in accordance with the servicing standard that either:
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• | 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 |
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• | 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, terrorism insurance is generally required only with respect to ‘‘certified acts of terrorism’’, as defined under the Terrorism Insurance Act of 2002. Further, such insurance may be required only to the extent it can be obtained for premiums less than or equal to a ‘‘cap’’ amount specified in the related mortgage loan documents, only if it can be purchased at commercially reasonable rates and/or only with a deductible at a certain threshold.
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In addition, certain of the mortgaged properties may contain pad sites that are ground leased to the related tenant(s). The related borrower may not be required to obtain insurance on the related improvements.
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 an investor’s certificates.
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:
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• | required to satisfy any existing indebtedness encumbering the related mortgaged property as of the closing of the related mortgage loan; and |
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• | prohibited from encumbering the related mortgaged property with additional secured debt without the mortgagee’s prior approval. |
Except as described herein, 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 or has pledged its interest in that borrower as security for mezzanine debt. For a discussion regarding the existence of, or the ability of a borrower to incur, additional indebtedness (including subordinate debt secured by the related mortgaged property, subordinate unsecured debt and mezzanine debt), see ‘‘DESCRIPTION OF THE MORTGAGE POOL —Certain Terms and Conditions of the Mortgage Loans—Other Financing’’ in this prospectus supplement.
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. I t may not be evident that a borrower has incurred any such future subordinate second lien debt until the related mortgage loan otherwise defaults. In cases in which one or more subordinate liens are imposed on a mortgaged property or the borrower incurs other indebtedness, the trust fund is subject to additional risks, including, without limitation, the following:
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• | 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; |
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• | the risk that the borrower may have a greater incentive to repay the subordinate or unsecured indebtedness first; |
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• | 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; |
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• | 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 |
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• | 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.
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 mortgage loan. Some intercreditor agreements relating to mezzanine debt may also limit the special servicer’s ability to enter into certain modifications of the mortgage loan without the consent of the related mezzanine lender.
See ‘‘CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Due-on-Sale and Due-on-Encumbrance’’ in the accompanying prospectus and ‘‘DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Other Financing’’ and ‘‘—Due-on-Sale and Due-on-Encumbrance Provisions’’ in this prospectus supplement.
Ten (10) of the mortgage loans (loan numbers 2, 5, 7, 11, 23, 24.01, 24.02, 25.01, 25.02, 36, 44.01, 44.02, 75.01 and 75.02), representing 20.8% of the mortgage pool (7 mortgage loans in loan group 1 or 21.4% and 3 mortgage loans in loan group 2 or 18.5%), have companion loans that are subordinate to the related mortgage loan. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans’’ in this prospectus supplement and ‘‘Nestle 94 Pool’’, ‘‘2100 Ross’’, ‘‘Llano Logistics’’ and ‘‘Glenbrooke at Palm Bay’’ in Annex D to this prospectus supplement.
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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:
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• | 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 obligations and that the value of the mortgaged property may fall as a result; and |
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• | 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. |
The holders of the pari passu companion loans and the subordinate companion loans have certain control, consultation and/or consent rights with respect to the servicing and/or administration of the subject split loan structures. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans’’ in this prospectus supplement.
Bankruptcy and Other Proceedings Relating to Sponsors Entail Certain Risks
Certain of the mortgage loans have a sponsor or sponsors that have, or that have affiliates that have, previously filed bankruptcy, been involved in foreclosures, deeds-in-lieu of foreclosures or workouts pertaining to other loans secured by properties of such sponsor(s) or sponsor affiliates, or have been involved in evictions or other proceedings. We cannot assure you that such sponsors will not utilize their rights in bankruptcy in the event of any threatened action by the mortgagee to enforce its rights under the related mortgage loan documents or otherwise assert defenses or dispute or prolong any foreclosure actions or other exercise of rights by the mortgagee. For example, with respect to 1 mortgage loan (loan number 37), representing 0.9% of the mortgage pool (1.2% of loan group 1), the sponsor of the borrower has been affiliated with a bankruptcy proceeding. The bankruptcy proceeding was ordered closed on January 9, 2007 after the loan default was cured and all secured and unsecured creditors were paid in full.
See ‘‘RISK FACTORS—Bankruptcy Proceedings Entail Certain Risks’’ in the accompanying prospectus.
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.
Certain 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:
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• | operating entities with businesses distinct from the operation of the related mortgaged property with the associated liabilities and risks of operating an ongoing business; or |
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• | individuals or entities that have personal liabilities unrelated to the related mortgaged 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 of a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or corporate or individual general partner or managing member.
Furthermore, with respect to any related borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. Consolidation of the assets of
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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.
With respect to 20 mortgage loans (loan numbers 1, 7, 9, 12, 13, 14, 16, 21, 22, 29, 32, 34, 35, 39, 40, 42, 46, 49, 50 and 57), representing 33.2% of the mortgage pool (13 mortgage loans in loan group 1 or 29.3% and 7 mortgage loans in loan group 2 or 47.6%), the borrowers own the related mortgaged property as tenants-in-common. Further, with respect to 1 mortgage loan (loan number 17), representing 1.6% of the mortgage pool (2.0% of loan group 1), the borrower has the right to syndicate ownership interests in the mortgaged property and add new tenant-in-common owners. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans’’ and Annex D in this prospectus supplement. As a result, the related mortgage loans may be subject to prepayment, including during periods when prepayment might otherwise be prohibited, as a result of partition. Although some of the related borrowers have purported to waive any right of partition, we cannot assure you that any such waiver would be enforced by a court of competent jurisdiction. In addition, enforcement of remedies against tenant-in-common borrowers may be prolonged if the tenant-in-common borrowers become insolvent or bankrupt at different times because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay is reinstated.
Condominium Agreements Entail Certain Risks
One (1) mortgaged property securing 1 mortgage loan (loan number 68), representing, by allocated loan amount, 0.3% of the mortgage pool (0.3% of loan group 1), is subject to the terms of one or more condominium agreements. In certain of these cases, the related mortgaged property does not represent the entire condominium regime, and as a result the risks associated with this form of property ownership may be greater because the related borrower does not control 100% of the condominium board. In addition, certain of the mortgage loans, subject to the terms and conditions in the related mortgage loan documents, allow or do not prohibit the related mortgaged property to become subject to a condominium regime in the future. 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 condomi niums. 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.
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. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans’’ in this prospectus supplement and Annex A-1 to this prospectus supplement. In addition, with respect to certain of the appraisals reflecting ‘‘as-stabilized’’ values, the corresponding ‘‘as-is’’ value is less than the principal balance of the related mortgage loan. 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 origination or acquisition of the related mortgage loan 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. No additional site inspections were conducted in connection with this offering.
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Risks Relating to Net Cash Flow
As described under ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’, ‘‘net cash flow’’ means cash flow as adjusted based on a number of assumptions used by the mortgage loan sellers. No representation is made that the net cash flow set forth herein as of the cut-off date or any other date represents future net cash flows. In certain cases, co-tenancy provisions were assumed to be satisfied and vacant space was assumed to be occupied and space that was due to expire was assumed to have been re-let at market rates that may have exceeded current rent. Each originator of commercial mortgage loans has its own underwriting criteria and no assurance can be given that adjustments or calculations made by one originator would be made by other lenders.
In addition, net cash flow reflects calculations and assumptions used by the mortgage loan sellers and should not be used as a substitute for, and may vary (perhaps substantially) from, cash flow as determined in accordance with GAAP as a measure of the results of a mortgaged property’s operation or for cash flow from operating activities determined in accordance with GAAP as a measure of liquidity.
The underwritten net operating income for each mortgaged property is calculated on the basis of numerous assumptions and subjective judgments which, if ultimately proven erroneous, could cause the actual net operating income from the mortgaged property to differ materially from the underwritten net operating income set forth herein. Some assumptions and subjective judgments related to future events, conditions and circumstances, including future income and expense levels and the re-leasing of occupied space, will be affected by a variety of complex factors over which none of the trust fund, the depositor, the loan sellers, the master servicer, the special servicer or the trustee have control. In some cases, the underwritten net operating income for any mortgaged property is higher, and may be materially higher, than the actual net operating income for that mortgaged property based on historical operating statements. There can be no guarantee as to the accuracy o f the information provided by the underlying borrowers or the adequacy of the procedures used by a loan seller in determining and presenting operating information.
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 i n 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. In many instances, if a mortgaged property was not in material compliance with current zoning requirements, the borrower was required to obtain law and ordinance insurance coverage and/or have such violation insured over by the lender’s title insurance policy to offset these risks. In the event the applicable regulatory authorities wish to take action against the related borrowers for these violations, the actions required to be taken by the borrower may have a material adverse effect on its ability to meet its obligations under the related mortgage loan documents.
Certain Mortgaged Properties May be Redeveloped or Renovated
Certain of the mortgaged properties are currently undergoing or are expected to undergo redevelopment or renovation.
In the event the related borrower fails to pay the costs of work completed or material delivered in connection with such on-going redevelopment or renovation, the portion of the mortgaged property on which there are renovations may be subject to mechanics’ or materialmen’s liens that may be senior to the lien on the related mortgage loans.
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The existence of construction or renovation at a mortgaged property may make such mortgaged property less attractive to tenants or their customers or, in the case of hospitality properties may require that a portion of the mortgaged property not be used during that renovation and, accordingly, could have a negative effect on net operating income.
In the case of the Home Depot – Paterson, NJ mortgage loan (loan number 17), representing 1.6% of the mortgage pool (2.0% of loan group 1), the tenant under the related ground lease is constructing a Home Depot on the mortgaged property, which will be the only building on the mortgaged property. The mortgagee of the related mortgage loan required the related borrower to maintain a debt service reserve to offset a projected shortfall in cashflow at the mortgaged property during construction of the Home Depot by the related ground lease tenant. Although the related mortgage loan seller anticipates that the debt service reserve will be sufficient to offset any shortfall, there can be no assurance that the debt service reserve will be sufficient or that cash flow from the related mortgaged property will improve such that it will support the necessary debt service on the mortgage loan. As of the date of the related mortgage loan, construction is expected to be completed in January of 2008; however, there can be no assurance that the current construction will be completed or that such construction will be completed in the time frame contemplated. Failure of any of the foregoing to occur could have a material adverse impact on the ground lease tenant’s ability to make payments under the related ground lease, which could affect the ability of the related borrower to repay the related mortgage loan.
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. Further, even if a non-conforming mortgaged property is considered to be ‘‘legal non-conforming’’, certain jurisdictions have laws which state that in the event of a casualty where the damage to such mortgaged property exceeds certain specified thresholds, the improvements may only be rebuilt in conformity with the current zoning laws at the time of such casualty. The failure of a mortgaged property to comply with zoning laws or to be a ‘‘legal non-conforming’’ use or the existence of any threshold laws impacting the ability to rebuild the improvements 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 or to rebuild the mortgaged prop erty following a casualty event.
In addition, certain of the mortgaged properties are subject to certain use restrictions imposed pursuant to restrictive covenants, covenants and agreements requiring the related mortgaged property or portions thereof to be made available for low income housing or other affordable housing (under affordable housing tax credit programs or otherwise), 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, which, especially in a situation where the related mortgaged property does not represent the entire condominium building (for example, the mortgaged property securing 1 mortgage loan (loan number 68), representing 0.3% of the mortgage pool (0.3% of loan group 1), may adversely affect the ability of the related borrower to lease the related mortgaged property on favorable terms, thus adversely affecting the related borrower’s ability to fulfill its obligations under the related mortgage loan documents. 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 related mortgaged property on favorable terms, thus adversely affecting the borrower’s ability to fulfill its obligations under the related mortgage loan. See ‘‘RISK FACTORS—The Mortgage Loans—Condominium Agreements Entail Certain Risks’’ in this prospectus supplement.
If the special servicer forecloses on behalf of the trust fund or a mortgaged property that is being redeveloped or renovated, the special servicer will only be permitted to arrange for completion of the redevelopment or renovation if at least 10% of the costs of construction were incurred at the time default on the related mortgage loan became imminent.
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
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included in the trust fund. Examples of these laws and regulations include, among others, rent control and rent stabilization laws, zoning laws and the Americans with Disabilities Act of 1990, which requires all public accommodations to meet certain federal requirements related to access and use by disabled persons. See ‘‘CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Americans with Disabilities Act’’ in the accompanying prospectus. The expenditure of such costs or the imposition of injunctive relief, penalties or fines in connection with the borrower’s noncompliance could negatively impact the borrower’s cash flow and, consequently, its ability to pay its mortgage loan.
Limitations on the Benefits of Cross-Collateralized and Cross-Defaulted Properties
Four (4) groups, comprised of 29 mortgage loans, representing 5.8% of the mortgage pool (27 mortgage loans in loan group 1 or 6.8% and 2 mortgage loans in loan group 2 or 2.4%) are groups of mortgage loans that are cross-collateralized and/or cross-defaulted with each of the other mortgage loans in their respective groups, as indicated in Annex A-5 to this prospectus supplement.
Certain of the mortgage loans referred to in the prior paragraph may entitle the related borrower(s) to obtain a release of one or more of the corresponding mortgaged properties and/or a termination of any applicable cross-collateralization and cross-default provisions, subject, in each case, to the fulfillment of one or more of the following conditions:
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• | the satisfaction of certain criteria set forth in the related mortgage loan documents; |
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• | the satisfaction of certain leasing goals or other performance tests; |
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• | the satisfaction of debt service coverage and/or loan-to-value tests for the property or properties that will remain as collateral; and/or |
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• | receipt by the mortgagee of confirmation from each applicable rating agency that the action will not result in a qualification, downgrade or withdrawal of any of the then-current ratings of the offered certificates. |
In addition, some mortgage loans are secured by first lien deeds of trust or mortgages, as applicable, on multiple mortgaged properties securing obligations of one borrower or the joint and several obligations of multiple borrowers. However, some of these mortgage loans permit the release of individual mortgaged properties from the related mortgage lien through partial defeasance or otherwise. Furthermore, such arrangements could be challenged as fraudulent conveyances by creditors of any of the related borrowers or by the representative of the bankruptcy estate of any related borrower if one or more of such borrowers becomes a debtor in a bankruptcy case. Generally, under federal and most state fraudulent conveyance statutes, a lien granted by any such borrower could be voided if a court determines that:
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• | 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 |
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• | such borrower did not, when it allowed its mortgaged property to be encumbered by the liens securing the indebtedness represented by the other cross-collateralized loans, receive ‘‘fair consideration’’ or ‘‘reasonably equivalent value’’ for pledging such mortgaged property for the equal benefit of the other related borrowers. |
We cannot provide assurances that a lien granted by a borrower on a cross-collateralized loan to secure the mortgage loan of another borrower, or any payment thereon, would not be avoided as a fraudulent conveyance. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Cross-Default and Cross-Collateralization of Certain Mortgage Loans; Certain Multi-Property Mortgage Loans’’ and ‘‘—Partial Releases’’ 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.
Four (4) mortgage loans (loan numbers 24.01, 24.02, 25.01, 25.02, 44.01, 44.02, 75.01 and 75.02), representing 3.3% of the mortgage pool (4.2% of loan group 1), permit the related borrower to defease
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its mortgage loans prior to the second anniversary of the closing date. Four (4) seperate REMIC elections will be made with respect to these mortgage loans. The related mortgage loan seller has agreed to repurchase these mortgage loans from the trust fund in the event that the related mortgage loan defeases prior to the second anniversary of the startup day of the related REMIC. In the event the applicable mortgage loan seller fails or is unable to purchase such mortgage loan prior to the early defeasance, the special servicer will be required to sell such mortgage loan from the trust fund. Depending on the price received from such liquidation, a loss could result.
Substitution of Mortgaged Properties May Lead to Increased Risks
Thirty-one (31) mortgage loans (loan numbers 24.01, 24.02, 25.01, 25.02, 40, 44.01, 44.02, 56, 63, 64, 65, 66, 68, 69, 72, 75.01, 75.02, 80, 82, 84, 85, 86, 89, 91, 93, 94, 96, 97, 101, 102, 103, 104, 105, 107 and 109) representing 9.2% of the mortgage pool (11.8% of loan group 1), permit the related borrowers the right to substitute mortgaged properties of like kind and quality for the properties currently securing the related mortgage loans. As a result, it is possible that one or more (and possibly all) 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, in certain cases, the related borrower will also be required to obtain written confirmation from the rating agencies that any ratings of the certificates will not, as a result of the proposed subs titution, 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-two (52) of the mortgaged properties securing mortgage loans included in the trust fund, representing 25.7% of the mortgage pool by allocated loan amount (32.7% of loan group 1), are leased wholly to a single tenant or are wholly owner occupied. For example, three of these mortgaged properties securing 1 mortgage loan (loan number 2), representing 7.2% of the mortgage pool (9.1% of loan group 1) are each leased to one tenant, Nestle Food Company. See ‘‘Nestle 94 Pool’’ in Annex D to this prospectus supplement.
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).
In addition, certain of the mortgaged properties that are leased to a single tenant 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. For example, with respect to 1 mortgage loan (loan number 8), representing 2.0% of the mortgage pool (2.6% of loan group 1), certain of the tenants, representing 46.9% of the net rentable area, have leases that expire the year prior to the respective mortgage loan’s maturity date. If the borrower is not able to relet the space or is unable to relet the space at favorable rents, this may adversely impact the ability of the borrower to successfully refinance the related mortgaged property. In addition, 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 t enants are found, and it may be necessary to expend substantial amounts of capital to make the space acceptable to new tenants.
In addition, certain of the mortgaged properties may be leased in whole or in part by government-sponsored tenants who may have certain rights to cancel their leases or reduce the rent payable with respect to such leases at any time for, among other things, lack of appropriations. See ‘‘—Future Cash Flow and Property Values are Not Predictable’’ in this prospectus supplement.
In addition, 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.
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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.
In addition, certain of the mortgaged properties may have tenants that are paying rent but are not in occupancy or may have vacant space that is not leased or major tenants or retail anchors at properties adjacent to the related mortgaged property that have ‘‘gone dark’’. Any ‘‘dark’’ space may cause the property to be less desirable to other potential tenants or the related tenant may be more likely to default in its obligations under the lease. We cannot assure you that those tenants will continue to fulfill their lease obligations or that the space will be relet. Additionally, certain tenants may have a right to a rent abatement or the right to cancel their lease if certain major tenants at the mortgaged property vacate or ‘‘go dark’’.
In addition, with respect to 1 mortgage loan (loan number 17), representing, by allocated loan amount, 1.6% of the mortgage pool (2.0% of loan group 1), the related borrower is the lessor under a ground lease and the ground lease payments are the borrowers only source of income available to satisfy its obligations under the related mortgage loan documents.
With respect to 3 mortgage loans (loan numbers 24.01, 24.02, 25.01, 25.02, 44.01 and 44.02), representing 3.0% of the mortgage pool (3.9% of loan group 1), the related mortgaged property is either directly leased to Winn-Dixie Stores, Inc. or leased to an affiliate of Winn-Dixie Stores, Inc. under a lease guaranteed by Winn-Dixie Stores, Inc. On February 21, 2005, Winn-Dixie Stores, Inc. filed a petition for relief under Chapter 11 of the United States Bankruptcy Code. The company emerged from Chapter 11 protection on November 21, 2006. Although the bankruptcy proceeding has ended, the plan for reorganization has been approved and the debtor has received its discharge, there can be no guarantee that Winn-Dixie Stores, Inc. will be able to meet its obligations under the terms of the leases or lease guarantees. Furthermore, we can not assure you that Winn-Dixie Stores, Inc. will not utilize its rights in a future bankruptcy in the event of any threatened action by the mortgagee to enforce any rights it may have with respect to Winn-Dixie Stores, Inc.’s leases or lease guarantees.
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, or outside 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 currently subject to legal proceedings relating to the business of, or arising out of the ordinary course of business of, or outside of the ordinary course of business, the borrowers, managers, sponsors or their respective affiliates. In addition, certain borrowers, managers and their respective affiliates may be or have been subject to investigation, civil penalty, criminal penalty or enforcement. It is possible that such proceedings may have a material adverse effect on any borrower’s ability to meet its obligations under the related mortgage loan and, thus, on distributions on your certificates.
With respect to 4 mortgage loans (loan numbers 12, 29, 42 and 50), representing 4.2% of the mortgage pool (3 mortgage loans in loan group 1 or 4.4% and 1 mortgage loan in loan group 2 or 3.5%), Triple Net Properties, LLC or G REIT, Inc., a public company affiliated with Triple Net Properties, LLC, is the sponsor of the related borrowers and an affiliate of the property managers, Triple Net Properties, LLC has advised the related mortgage loan seller that the SEC commenced an investigation regarding certain of its activities. In its filings with the SEC, G REIT, Inc. indicated that the SEC requested information relating to disclosure in securities offerings and exemptions from the registration requirements of the Securities Act of 1933, as amended, for the private offerings in which Triple Net Properties, LLC and its
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affiliated entities were involved and exemptions from the registration requirements of the Securities Exchange Act of 1934, as amended, for several entities. In a recent filing with the SEC, G REIT, Inc. indicated that the information disclosed in connection with these securities offerings relating to the prior performance of all public and non-public investment programs sponsored by Triple Net Properties, LLC contained certain errors. G REIT, Inc. reported that these errors included the following: (i) the prior performance tables included in the offering documents were stated to be presented on a GAAP basis but generally were not, (ii) a number of the prior performance data figures were themselves erroneous, even as presented on a tax or cash basis and (iii) with respect to certain programs sponsored by Triple Net Properties, LLC, where Triple Net Properties, LLC invested either alongside or in other programs sponsored by Triple Net Properties, LLC, the nature and results of these investments were not fully and accurately disclosed in the tables, resulting in an overstatement of Triple Net Properties, LLC’s program and aggregate portfolio operating results. We cannot assure you that G REIT, Inc. or Triple Net Properties, LLC will be able to adequately address these disclosure issues or that these investigations will not result in fines, penalties or administrative remedies or otherwise have an adverse effect on the performance, operations or financial condition of G REIT, Inc. or Triple Net Properties, LLC. In addition, we cannot assure you that if litigation were to commence or security holders were to assert claims related to the foregoing, it would not have a material adverse effect on your certificates.
The Prospective Performance of the Commercial and Multifamily Mortgage Loans Included in the Trust Fund Should Be Evaluated Separately from the Performance of the Mortgage Loans in Any of Our Other Trusts
While there may be certain common factors affecting the performance and value of income-producing real properties in general, those factors do not apply equally to all income-producing real properties and, in many cases, there are unique factors that will affect the performance and/or value of a particular income-producing real property. Moreover, the effect of a given factor on a particular real property will depend on a number of variables, including but not limited to property type, geographic location, competition, sponsorship and other characteristics of the property and the related mortgage loan. Each income-producing real property represents a separate and distinct business venture; and, as a result, each of the multifamily and commercial mortgage loans included in one of the depositor’s trusts requires a unique underwriting analysis. Furthermore, economic and other conditions affecting real properties, whether worldwide, national, regional or local , vary over time. The performance of a pool of mortgage loans originated and outstanding under a given set of economic conditions may vary significantly from the performance of an otherwise comparable mortgage pool originated and outstanding under a different set of economic conditions. Accordingly, investors should evaluate the mortgage loans underlying the offered certificates independently from the performance of mortgage loans underlying any other series of offered certificates.
As a result of the distinct nature of each pool of commercial mortgage loans, and the separate mortgage loans within each pool, this prospectus supplement does not include disclosure concerning the delinquency and loss experience of static pools of periodic originations by the sponsor of assets of the type to be securitized (known as ‘‘static pool data’’). Because of the highly heterogeneous nature of the assets in commercial mortgage backed securities transactions, static pool data for prior securitized pools, even those involving the same asset types (e.g., hotels or office buildings), may be misleading, since the economics of the mortgaged properties and terms of the mortgage loans may be materially different. In particular, static pool data showing a low level of delinquencies and defaults would not be indicative of the performance of this pool or any other pool of mortgage loans originated by the same sponsor or sponsors. Therefore, investors should evaluate this offering on the basis of the information set forth in this prospectus supplement with respect to these mortgage loans, and not on the basis of any successful performance of other pools of securitized commercial mortgage loans.
The Status of a Ground Lease May Be Uncertain in a Bankruptcy Proceeding
Ten (10) mortgaged properties, representing 17.0% of the mortgage pool (21.7% of loan group 1) by allocated loan amount, are secured in whole or in part by leasehold interests. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the
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borrower. One of these risks is that if the related leasehold interest were to be terminated upon a lease default, the mortgagee would lose its security in the loan. Generally, each related ground lease requires the lessor thereunder to give the mortgagee notice of the borrower’s defaults under the ground lease and an opportunity to cure them, permits the leasehold interest to be assigned to the mortgagee or a purchaser at a foreclosure sale (in some cases only upon the consent of the lessor) and contains certain other protective provisions typically included in a ‘‘mortgageable’’ ground lease. In addition, pursuant to Section 365(h) of the Bankruptcy Code, ground lessees in possession under a ground lease that has commenced have the right to continue in a ground lease even though the representative of their bankrupt ground lessor rejects the lease. The leasehold mortgages generally provide that the borrower may not elect to treat the ground lease as terminated on account of any such rejection by the ground lessor without the prior approval of the holder of the mortgage note or otherwise prohibit the borrower from terminating the ground lease. In a bankruptcy of a ground lessee/borrower, the ground lessee/borrower under the protection of the Bankruptcy Code has the right to assume (continue) or reject (breach and/or terminate) any or all of its ground leases. If the ground lessor and the ground lessee/borrower are concurrently involved in bankruptcy proceedings, the trustee may be unable to enforce the bankrupt ground lessee/borrower’s right to continue in a ground lease rejected by a bankrupt ground lessor. In such 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(e)), 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 less ee 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 will 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.
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
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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.
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DESCRIPTION OF THE MORTGAGE POOL
General
The pool of mortgage loans included in the Trust Fund (the ‘‘Mortgage Pool’’) is expected to consist of 109 fixed rate mortgage loans (the ‘‘Mortgage Loans’’), with an aggregate principal balance (the ‘‘Cut-Off Date Pool Balance’’) of $1,479,435,064. The ‘‘Cut-Off Date’’ for (i) 79 of the Mortgage Loans is November 11, 2007 and (ii) 30 of the Mortgage Loans is November 1, 2007. 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, together, the ‘‘Loan Groups’’). Loan Group 1 will consist of all of the Mortgage Loans that are not secured by multifamily or mobile home park properties and 1 Mortgage Lo an secured by a multifamily property. Loan Group 1 is expected to consist of 92 Mortgage Loans, with an aggregate Cut-Off Date Balance of $1,163,291,064 (the ‘‘Cut-Off Date Group 1 Balance’’). Loan Group 2 will consist of 17 Mortgage Loans that are secured by multifamily or mobile home park properties, with an aggregate Cut-Off Date Balance of $316,144,000 (the ‘‘Cut-Off Date Group 2 Balance’’ and, together with the Cut-Off Date Group 1 Balance, the ‘‘Cut-Off Date Group Balances’’). Annex A-1 to this prospectus supplement sets forth the Loan Group designation with respect to each Mortgage Loan. The Cut-Off Date Balances of all of the Mortgage Loans in the Mortgage Pool range from $1,024,000 to $158,105,000. The Mortgage Loans in the Mortgage Pool have an average Cut-Off Date Balance of $13,572,799. The Cut-Off Date Balances of the Mortgage Loans in Loan Group 1 range from $1,024,000 to $158,105,000. The Mortgage Loans in Loan Group 1 have an average Cut-Off Date Balance of $12,644,468. The Cut-Off Date Balances of the Mortgage Loans in Loan Group 2 range from $1,200,000 to $37,440,000. The Mortgage Loans in Loan Group 2 have an average Cut-Off Date Balance of $18,596,706. References to percentages of Mortgaged Properties referred to in this prospectus supplement without further description are references to the percentages of the Cut-Off Date Pool Balance represented by the aggregate Cut-Off Date Balance of the related Mortgage Loans and references to percentages of Mortgage Loans in a particular Loan Group without further description are references to the related Cut-Off Date Group Balance. The descri ptions 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, cut-off date balance per square foot/room/unit, loan-to-value ratios and debt service coverage ratios) with respect to the Whole Loans are calculated without regard to the related Subordinate Companion Loans.
All of the Mortgage Loans are evidenced by a promissory note (each, a ‘‘Mortgage Note’’) and are secured by a mortgage, deed of trust or other similar security instrument (each, a ‘‘Mortgage’’) that creates a first mortgage lien on a fee simple estate or, with respect to 10 Mortgaged Properties, representing, by allocated loan amount, 17.0% of the Cut-Off Date Pool Balance (21,7% of the Cut-Off Date Group 1 Balance), on a portion or all of a leasehold estate in an income-producing real property. With respect to 1 mortgage loan (loan number 2), representing 7.2% of the Cut-Off Date Pool Balance (9.1% of the Cut-Off Date Group 1 Balance) a fee simple as to improvements and an estate for year s as to the land through and including January 1, 2013, converting to a leasehold interest upon expiration of the estate for years (each, a ‘‘Mortgaged Property’’).
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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)
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Property Type | ![]() | ![]() | Number of Mortgaged Properties | ![]() | ![]() | Aggregate Cut-Off Date Balance | ![]() | ![]() | % of Cut-Off Date Pool Balance | ![]() | ![]() | % of Cut-Off Date Group 1 Balance | ![]() | ![]() | % of Cut-Off Date Group 2 Balance | |||||||||||||||
Retail | ![]() | ![]() | ![]() | ![]() | 48 | ![]() | ![]() | ![]() | ![]() | $ | 327,032,085 | ![]() | ![]() | ![]() | ![]() | ![]() | 22.1 | % | ![]() | ![]() | ![]() | ![]() | 28.1 | % | ![]() | ![]() | ![]() | ![]() | 0.0 | % |
Anchored | ![]() | ![]() | ![]() | ![]() | 12 | ![]() | ![]() | ![]() | ![]() | ![]() | 198,405,594 | ![]() | ![]() | ![]() | ![]() | ![]() | 13.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 17.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Single Tenant(2) | ![]() | ![]() | ![]() | ![]() | 31 | ![]() | ![]() | ![]() | ![]() | ![]() | 111,185,286 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Shadow Anchored(3) | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 10,523,731 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Unanchored | ![]() | ![]() | ![]() | ![]() | 3 | ![]() | ![]() | ![]() | ![]() | ![]() | 6,917,474 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Multifamily | ![]() | ![]() | ![]() | ![]() | 16 | ![]() | ![]() | ![]() | ![]() | ![]() | 316,794,526 | ![]() | ![]() | ![]() | ![]() | ![]() | 21.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 97.6 | ![]() |
Office | ![]() | ![]() | ![]() | ![]() | 16 | ![]() | ![]() | ![]() | ![]() | ![]() | 304,847,279 | ![]() | ![]() | ![]() | ![]() | ![]() | 20.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 26.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Hospitality | ![]() | ![]() | ![]() | ![]() | 15 | ![]() | ![]() | ![]() | ![]() | ![]() | 290,176,364 | ![]() | ![]() | ![]() | ![]() | ![]() | 19.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 24.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Industrial | ![]() | ![]() | ![]() | ![]() | 15 | ![]() | ![]() | ![]() | ![]() | ![]() | 211,985,635 | ![]() | ![]() | ![]() | ![]() | ![]() | 14.3 | ![]() | ![]() | ![]() | ![]() | ![]() | 18.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Special Purpose | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 13,500,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.9 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
Mobile Home Park | ![]() | ![]() | ![]() | ![]() | 5 | ![]() | ![]() | ![]() | ![]() | ![]() | 7,560,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.4 | ![]() |
Self Storage | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 7,539,175 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.0 | ![]() |
![]() | ![]() | ![]() | ![]() | 119 | ![]() | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % | ![]() | ![]() | ![]() | ![]() | 100.0 | % |
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(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 (or specified release prices) as detailed in the related Mortgage Loan documents). |
(2) | As of the origination of 1 Mortgage Loan (loan number 17), the related Mortgaged Property was being improved by the construction of a Home Depot; however, the improvements are not part of the collateral for the related Mortgage Loan. |
(3) | A Mortgaged Property is classified as ‘‘shadow anchored’’ if it is located in close proximity to an anchored retail property. |
Mortgaged Properties by Property Type
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* | As of the origination of 1 Mortgage Loan (loan number 17), the related Mortgaged Property was being improved by the construction of a Home Depot; however, the improvements are not part of the collateral for the related Mortgage Loan. |
Mortgage Loan Selection Process
All of the Mortgage Loans were selected based on various considerations concerning the Mortgage Pool in an effort to maximize the execution of the Certificates, including the Non-Offered Certificates, and create a diverse Mortgage Pool. Such considerations include, but are not limited to, the property types that serve as collateral for the Mortgage Loans, the principal balance of the Mortgage Loans, the
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geographic location of such properties, the sponsor of each Mortgage Loan and certain financial characteristics of the Mortgage Loans, such as debt service coverage ratios and loan-to-value ratios. For a description of the types of underlying Mortgage Loans included in the Trust Fund and a description of the material terms of such underlying Mortgage Loans, see ‘‘DESCRIPTION OF THE MORTGAGE POOL’’ in this prospectus supplement.
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 83 of the Mortgage Loans to be included in the Trust Fund, representing 83.6% of the Cut-Off Date Pool Balance (74 Mortgage Loans in Loan Group 1 or 87.7% of the Cut-Off Date Group 1 Balance and 9 Mortgage Loans in Loan Group 2 or 68.3% of the Cut-Off Date Group 2 Balance). Barclays Capital Real Estate Inc. (‘‘BCRE’’) originated 26 of the Mortgage Loans to be included in the Trust Fund, representing 16.4% of the Cut-Off Date Pool Balance (18 Mortgage Loans in Loan Group 1 or 12.3% of the Cut-Off Date Group 1 Balance and 8 Mortgage Loans in Loan Group 2 or 31.7% of the Cut-Off Date Group 2 Balance). None of the Mortgage Loans were 30 days or more delinquent as of the Cut-Off Date, and no Mortgage Loan has been 30 days or more delinquent during the 12 months preceding the Cut-Off Date (or since the date of origination if such Mortgage Loan has been originated within the past 12 months). A Mortgage Loan is generally considered delinquent if the full contractual payment is not received on the related Due Date, in all instances, taking into account any applicable grace periods.
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, 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. One hundred five (105) of th e Mortgage Loans, representing 96.7% of the Cut-Off Date Pool Balance (88 Mortgage Loans in Loan Group 1 or 95.8% of the Cut-Off Date Group 1 Balance and all of the Mortgage Loans in Loan Group 2), accrue interest on the basis of the actual number of days elapsed over a 360-day year (an ‘‘Actual/360 basis’’). Four (4) of the Mortgage Loans, representing 3.3% of the Cut-Off Date Pool Balance (4.2% of the Cut-Off Date Group 1 Balance), accrue interest on the basis of a 360-day year consisting of twelve 30-day months (a ‘‘30/360 basis’’). These Mortgage Loans are sometimes referred to in this prospectus supplement as the ‘‘30/360 Mortgage Loans’’. Thirty-eight (38) of the Mortgage Loans, representing 46.3% of the Cut-Off Date Pool Balance (29 Mortgage Loans in Loan Group 1 or 46.3% of the Cut-Off Date Group 1 Balance and 9 Mortgage Loans in Loan Group 2 or 46.1% 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. Fifty (50) of the Mortgage Loans, representing 44.6% of the Cut-Off Date Pool Balance (42 Mortgage Loans in Loan Group 1 or 42.0% of the Cut-Off Date Group 1 Balance and 8 Mortgage Loans in Loan Group 2 or 53.9% of the Cut-Off Date Group 2 Balance), are interest-only for their entire term.
Mortgage Loan Payments. Scheduled payments of principal and/or interest other than Balloon Payments (the ‘‘Periodic Payments’’) on all of the Mortgage Loans are due monthly.
Due Dates. Generally, the Periodic Payment for each Mortgage Loan is due on the date (each such date, a ‘‘Due Date’’) occurring on the 11th day of the month (or in the case of 30 Mortgage Loans, the 1st day of the month). No Mortgage Loan has a grace period that extends payment beyond the 11th day of any calendar month.
Amortization. One-hundred five (105) of the Mortgage Loans, representing 96.7% of the Cut-Off Date Pool Balance (88 Mortgage Loans in Loan Group 1 or 95.8% of the Cut-Off Date Group 1 Balance and all of the Mortgage Loans in Loan Group 2), provide for Periodic Payments based on amortization schedules significantly longer than their respective terms to maturity (the ‘‘Balloon Loans’’), in each case with payments on their respective scheduled maturity dates of principal amounts outstanding (each such amount, together with the corresponding payment of interest, a ‘‘Balloon Payment’&r squo;). Fifty (50) of these
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Mortgage Loans, representing 44.6% of the Cut-Off Date Pool Balance (42 Mortgage Loans in Loan Group 1 or 42.0% of the Cut-Off Date Group 1 Balance and 8 Mortgage Loans in Loan Group 2 or 53.9% of the Cut-Off Date Group 2 Balance), provide for interest-only Periodic Payments for the entire term and do not amortize. Four (4) of the Mortgage Loans, representing 3.3% of the Cut-Off Date Pool Balance (4.2% of the Cut-Off Date Group 1 Balance) are fully amortizing.
Thirty-seven (37) of the Balloon Loans (the ‘‘ARD Loans’’), representing 14.4% of the Cut-Off Date Pool Balance (35 Mortgage Loans in Loan Group 1 or 13.8% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 16.8% of the Cut-Off Date Group 2 Balance), provide 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 borrowe r 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. All of these 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 holders of the Class Z Certificates. Generally, Additional Interest will not be included in the calculations of the Mortgage Rate for a Mortgage Loan, and will only be paid after the outstanding principal balance of the Mortgage Loan together with all interest thereon at the Mortgage Rate has been paid. With respect to such Mortgage Loans, no Prepayment Premiums or Yield Maintenance Charges will be due in connection with any principal prepayment after the Anticipated Repayment Date.
Thirty-four (34) of the Balloon Loans, representing 44.4% of the Cut-Off Date Pool Balance (25 Mortgage Loans in Loan Group 1 or 43.9% of the Cut-Off Date Group 1 Balance and 9 Mortgage Loans in Loan Group 2 or 46.1% of the Cut-Off Date Group 2 Balance), provide for monthly payments of interest only for the first 6 to 216 months in the case of Loan Group l and 24 to 84 months in the case of Loan Group 2 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.
Prepayment Provisions. As of the Cut-Off Date, all of the Mortgage Loans restrict or prohibit voluntary principal prepayment. In general, all of the Mortgage Loans either:
(i) prohibit prepayment for most of the term of the Mortgage Loan but permit defeasance after a date specified in the related Mortgage Note for all or most of the remaining term (91 Mortgage Loans or 79.5% of the Cut-Off Date Pool Balance (78 Mortgage Loans in Loan Group 1 or 79.2% of the Cut-Off Date Group 1 Balance and 13 Mortgage Loans in Loan Group 2 or 80.4% of the Cut-Off Date Group 2 Balance));
(ii) prohibit prepayment until a date specified in the related Mortgage Note and then impose a Yield Maintenance Charge for most or all of the remaining term (15 Mortgage Loans or 9.9% of the Cut-Off Date Pool Balance (12 Mortgage Loans in Loan Group 1 or 9.7% of the Cut-Off Date Group 1 Balance and 3 Mortgage Loans in Loan Group 2 or 10.7% of the Cut-Off Date Group 2 Balance));
(iii) impose a Yield Maintenance Charge for most or all of the remaining term of the Mortgage Loan (2 Mortgage Loans or 9.1% of the Cut-Off Date Pool Balance (1 Mortgage Loan in Loan Group 1 or 9.1% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 8.9% of the Cut-Off Date Group 2 Balance)); or
(iv) prohibit prepayment until a date specified in the related Mortgage Note, but permit defeasance or impose a Yield Maintenance Charge for most or all of the remaining term (1 Mortgage Loan or 1.5% of the Cut-Off Date Pool Balance (1.9% of the Cut-Off Date Group 1 Balance)).
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
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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 collectibility 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—The Offered Certificates—Prepayments Will Affect Your Yield’’ in this prospectus supplement.
Ninety-two (92) of the Mortgage Loans, representing 81.0% of the Cut-Off Date Pool Balance (79 Mortgage Loans in Loan Group 1 or 81.1% of the Cut-Off Date Group 1 Balance and 13 Mortgage Loans in Loan Group 2 or 80.4% 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 (except with respect to the Early Defeasance Loans), to substitute a pledge of defeasance collateral (‘‘Defeasance Collateral’’) in exchange for a release of the related Mortgaged Property (or a portion thereof) from the lien of the related Mortgage without the prepayment of the Mortgage Loan or the payment of the applicable Prepayment Premium or Yield Maintenance Charge. Mortgage Loans secured by more than one Mortgaged Property (or multiple parcels or buildings constituting one Mortgaged Property) which provide for partial defeasance generally require that, among other things, (i) prior to the release of a related Mortgaged Property (or a portion thereof), a specified percentage (generally between 100% and 125%) of the allocated loan amount for such Mortgaged Property be defeased and (ii) that certain debt service coverage ratios and loan-to-value ratio tests be satisfied with respect to the remaining Mortgaged Properties (or portion thereof) after the defeasance. A Mortgage Loan may still be subject to prepayment during any applicable open period notwithstanding that it has been defeased as described in this prospectus supplement.
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 Servici ng 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, except in the case of the Early Defeasance Loans). 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
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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.
Four (4) of the Mortgage Loans (the ‘‘Early Defeasance Loans’’), representing 3.3% of the Cut-Off Date Pool Balance (4.2% of the Cut-Off Date Group 1 Balance), permit the related borrowers to defease the related Mortgage Loans prior to the second anniversary of the Closing Date. The Early Defeasance Loans are indicated as loan numbers 24.01, 24.02, 25.01, 25.02, 44.01, 44.02, 75.01 and 75.02 on Annex A to this prospectus supplement. Each Early Defeasance Loan will constitute the primary asset of a separate loan REMIC (each, an ‘‘Early Defeasance Loan REMIC’’).
See ‘‘YIELD AND MATURITY CONSIDERATIONS—Yield Considerations’’ and the modeling assumptions described in ‘‘YIELD AND MATURITY CONSIDERATIONS—Weighted Average Life’’ in this prospectus supplement.
Generally, 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 3 Mortgage Loans (loan numbers 12, 21 and 52), representing 3.8% of the Cut-Off Date Pool Balance (2 Mortgage Loans in Loan Group 1 or 3.1% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 6.4% of the Cut-Off Date Group 2 Balance), the related borrower has encumbered the related Mortgaged Property with subordinate debt secured by the related Mortgaged Property.
With respect to 6 Mortgage Loans (loan numbers 9, 16, 35, 39, 46 and 57), representing 6.6% of the Cut-Off Date Pool Balance (4 Mortgage Loans in Loan Group 1 or 3.8% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 16.8% of the Cut-Off Date Group 2 Balance), the ownership interests of the direct or indirect owners of the related borrower have been pledged as security for mezzanine debt subject to the terms of an intercreditor agreement entered into in favor of the mortgagee.
With respect to 2 Mortgage Loans (loan numbers 2 and 45), representing 7.9% of the Cut-Off Date Pool Balance (10.0% of the Cut-Off Date Group 1 Balance), the related Mortgage Loan documents provide that under certain circumstances the related borrower may encumber the related Mortgaged Property with subordinate debt in the future.
With respect to 25 Mortgage Loans (loan numbers 9, 13, 17, 18, 20, 28, 39, 52, 56, 63, 64, 65, 68, 69, 79, 82, 84, 89, 91, 94, 97, 101, 104, 105 and 107), representing 14.5% of the Cut-Off Date Pool Balance (23 Mortgage Loans in Loan Group 1 or 13.6% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 17.6% of the Cut-Off Date Group 2 Balance), the related Mortgage Loan documents provide that, under certain circumstances (which may include satisfaction of DSCR and LTV tests, the consent of the mortgagee, and/or written confirmation from the rating agencies that any ratings of the certificates will not, as a result of the proposed debt, be downgraded, qualified or withdrawn), ownership interests in the related borrowers may be pledged as security for mezzanine debt in the future, subject to the terms of a subordination and standstill agreement or intercreditor agreement to be entered into in favor of the mortgagee.
With respect to 1 Mortgage Loan (loan number 3), representing 4.4% of the Cut-Off Date Pool Balance (5.6% of the Cut-Off Date Group 1 Balance), the related Mortgage Loan documents provide that, under certain circumstances (which may include satisfaction of DSCR and LTV tests, the consent of
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the mortgagee, and/or written confirmation from the rating agencies that any ratings of the certificates will not, as a result of the proposed debt, be downgraded, qualified or withdrawn), (a) ownership interests in the related borrowers may be pledged as security for mezzanine debt in the future, subject to the terms of a subordination and standstill agreement or intercreditor agreement to be entered into in favor of the mortgagee and (b) the related borrower may incur additional unsecured debt.
With respect to 2 Mortgage Loans (loan numbers 51 and 55), representing 1.2% of the Cut-Off Date Pool Balance (1.5% of the Cut-Off Date Group 1 Balance), the related Mortgage Loan documents provide that, under certain circumstances, the related borrowers may incur additional unsecured debt (in addition to unsecured trade payables in customary amounts incurred in the ordinary course of business). In some cases, the related borrower is only permitted to incur such debt subject to execution of a subordination agreement in favor of the mortgagee.
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—The Mortgage Loans—Additional Debt on Some Mortgage Loans Creates Additional Risks’’ in this prospectus supplement.
In addition, with respect to the Co-Lender Loans, the related Mortgaged Property also secures one or more Companion Loans. See ‘‘Co-Lender Loans’’ in this prospectus supplement.
Nonrecourse Obligations. The Mortgage Loans are generally nonrecourse obligations of the related borrowers and, upon any such borrower’s default in the payment of any amount due under the related Mortgage Loan, the holder thereof may look only to the related Mortgaged Property for satisfaction of the borrower’s obligations. In addition, in those cases where recourse to a borrower or guarantor is purportedly permitted, the Depositor has not undertaken an evaluation of the financial condition of any such person, and prospective investors should therefore consider all of the Mortgage Loans to be nonrecourse.
Due-On-Sale and Due-On-Encumbrance Provisions. Substantially all of the Mortgages contain ‘‘due-on-sale’’ and ‘‘due-on-encumbrance’’ clauses that, in general, permit the holder of the Mortgage to accelerate the maturity of the related Mortgage Loan if the borrower sells or otherwise transfers or encumbers the related Mortgaged Property or prohibit the borrower from doing so without the consent of the holder of the Mortgage. However, certain of the Mortgage Loans may permit one or more transfers of the related Mortgaged Property or the transfer of a controlling interest in the related borrower to pre-approved transferees or pursuant to pre-approved conditions (including without limitation, as and to the extent permitted under the related Mortgage Loan documents, transfers to or between borrower affili ates, family members, partners and other co-owners and their affiliates, estate planning transfers and transfers upon death or disability, and transfers to transferees meeting criteria set forth in the related Mortgage Loan documents) without the approval of the mortgagee, and certain Mortgage Loans may not prohibit transfers of limited partnership interests or non-managing member interests in the related borrowers. For example, the terms of 20 Mortgage Loans (loan numbers 1, 7, 9, 12, 13, 14, 16, 21, 22, 29, 32, 34, 35, 39, 40, 42, 46, 49, 50 and 57), representing 33.2% of the Cut-Off Date Pool Balance (13 Mortgage Loans in Loan Group 1 or 29.3% of the Cut-Off Date Group 1 Balance and 7 Mortgage Loans in Loan Group 2 or 47.6% of the Cut-Off Date Group 2 Balance), permit the borrowers to transfer tenant-in-common interests to certain transferees as specified in the related Mortgage Loan documents, or to investors that qualify as ‘‘accredited investors’’ under the Securities Act. Furth er, with respect to 1 Mortgage Loan (loan number 17), representing 1.6% of the Cut-Off Date Pool Balance (2.0% of the Cut-Off Date Group 1 Balance), the related borrower has the right to make such tenant-in-common transfers in the future. In the case of certain Mortgage Loans, the related borrower is required under the terms of the related loan documents to transfer the Mortgaged Property to an affiliate in the future that will assume the related Mortgage Loan. As provided in, and subject to, the Pooling and Servicing Agreement, the Master Servicer or 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.
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Cross-Default and Cross-Collateralization of Certain Mortgage Loans; Certain Multi-Property Mortgage Loans. Four (4) groups of Mortgage Loans are groups of Mortgage Loans that are cross-collateralized and/or cross-defaulted with each of the other Mortgage Loans in their respective groups, as indicated in Annex A-5 to this prospectus supplement. Although the Mortgage Loans within each group of cross-collateralized and/or cross-defaulted Mortgage Loans are generally cross-collateralized and/or cross-defaulted with the other Mortgage Loans in such group, the Mortgage Loans in one group are not cross-collateralized or cross-defaulted with the Mortgage Loans in any other group. As of the Closing Date, no Mortgage Loan, except the Co-Lender Loans, will be cross-collateralized or cross-defaulted with any loan that is not included in the Mortgage Pool. Se e ‘‘RISK FACTORS—The Mortgage Loans— Limitations on the Benefits of Cross-Collateralized and Cross-Defaulted Properties’’ in this prospectus supplement. The Master Servicer or the Special Servicer, as the case may be, will determine whether to enforce the cross-default and cross-collateralization rights upon a mortgage loan default with respect to any of these Mortgage Loans. The Certificateholders will not have any right to participate in or control any such determination. No other Mortgage Loans are subject to cross-collateralization or cross-default provisions.
Partial Releases. Certain of the Mortgage Loans permit a partial release of a portion of the related Mortgaged Property not material to the underwriting of the Mortgage Loan at the time of origination, without any prepayment or defeasance of the Mortgage Loan.
Three (3) of the Mortgage Loans (loan numbers 1, 2 and 58), representing 18.3% of the Cut-Off Date Pool Balance (2 Mortgage Loans in Loan Group 1 or 22.7% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 2.0% of the Cut-Off Date Group 2 Balance), permit a partial release of a portion or portions of the related Mortgaged Property or one or more entire Mortgaged Property(ies) in the case of a multi-property loan; provided that among other things, (i) prior to the release of the portion or portions of the related Mortgaged Property or one or more entire Mortgaged Properties in the case of a multi-property loan, a specified percentage (generally between 100% and 125%) of the allocated loan amount for such released Mortgaged Property(ies) or portion(s) of a Mortgaged Property may be prepaid or pa rtially defeased, or alternatively, partial defeasance of an amount specified in the related Mortgage Loan documents and (ii) certain DSC Ratio and LTV tests are satisfied at the time of the partial release with respect to the remaining portion of the related Mortgaged Property after the partial release. See ‘‘Ashford Hospitality Pool 5’’ and ‘‘Nestle 94 Pool’’ in Annex D to this prospectus supplement.
With respect to 2 cross-collateralized and cross-defaulted Mortgage Loans (loan numbers 58 and 108), representing 0.5% of the Cut-Off Date Pool Balance (2.4% of the Cut-Off Date Group 2 Balance), the loan documents provide for the termination of the cross-collateralization and cross-default arrangements and the release of the Mortgaged Property securing one of the Mortgage Loans (loan number 108) upon payment of 125% of the original principal amount of that Mortgage Loan plus yield maintenance, provided that with respect to the other Mortgage Loan (loan number 58), the LTV based on the remaining Mortgaged Properties is not in excess of 80% and the DSC Ratio for the 12 month period preceding the release date is in excess of the greater of (i) 1.25x and (ii) the DSC Ratio immediately preceding the release date (without giving effect to the release). Any excess monies remaining after payment of all amounts due with respect to that Mortgage Loan will, at the op tion of the mortgagee, be held (a) as additional collateral for the other Mortgage Loan or (b) applied as a partial prepayment of the other Mortgage Loan (in which event the borrower will be obligated to pay yield maintenance with respect to such prepayment). In addition, after the expiration of a lock-out period, the borrower may also obtain the release of up to two of the Mortgaged Properties securing one of the Mortgage Loans (loan number 58) upon payment of $920,000 for the Little Chippewa Estates property and $780,000 for the Auburn Estates property, plus yield maintenance, subject to certain conditions, including the satisfaction of certain DSC Ratio and LTV tests with respect to the remaining Mortgaged Properties.
With respect to 1 Mortgage Loan (loan number 79), representing 0.2% of the Cut-Off Date Pool Balance (0.3% of the Cut-Off Date Group 1 Balance), in the event that the related borrower elects to sub-divide the Mortgaged Property into 2 parcels as provided in the related mortgage loan documents, the borrower is permitted to obtain the release of a portion of the Mortgaged Property without payment of a release price, provided that a specified DSC Ratio test is satisfied at the time of the release.
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Substitutions. Thirty-one (31) Mortgage Loans (loan numbers 24.01, 24.02, 25.01, 25.02, 40, 44.01, 44.02, 56, 63, 64, 65, 66, 68, 69, 72, 75.01, 75.02, 80, 82, 84, 85, 86, 89, 91, 93, 94, 96, 97, 101, 102, 103, 104, 105, 107 and 109), representing 9.2% of the Cut-Off Date Pool Balance (11.8% of the Cut-Off Date Group 1 Balance), permit the related borrowers to substitute Mortgaged Properties of like kind and quality for the properties securing the related Mortgage Loans, subject to certain conditions, including LTV tests and DSC tests, and, in certain cases, the related Mortgage Loan documents also provide for the delivery 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—The Mortgage Loans—Substitution of Mortgaged Properties May Lead to Increased Risks’’ in this prospectus supplement.
Certain State-Specific Considerations
Twenty (20) of the Mortgaged Properties, representing, by allocated loan amount, 18.1% of the Cut-Off Date Pool Balance (15 Mortgaged Properties in Loan Group 1 or 15.3% of the Cut-Off Date Group 1 Balance and 5 Mortgaged Properties in Loan Group 2 or 28.6% of the Cut-Off Date Group 2 Balance), are secured by Mortgaged Properties that are located in the State of Texas. Mortgage loans in Texas are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in Texas may be accomplished by a non-judicial trustee’s sale under a specific provision in the deed of trust or by judicial foreclosure. Any such action must be brought within 4 years after the accrual of the cause of action. With respect to a judicial foreclosure, notwithstanding anything in the deed of trust to the contrary, the mortgagee must give the borrower written notice delivered by certified mail that it is in default and provide 20 days for the borrower t o cure such default before any trustee’s sale is permitted. With respect to a trustee’s sale, the lender must give the borrower written notice delivered by certified mail that it is in default and provide 21 days for the borrower to cure such default before any judicial foreclosure is permitted. Public notice of either trustee’s sale is continued for at least 21 days in statutory form after which the mortgaged real estate may be sold by the trustee. Any trustee sale must be made pursuant to the terms of the deed of trust at a public venue at the county courthouse of the county in which any portion of the real estate is located, between the hours of 10 A.M. and 4 P.M. on the first Tuesday of the month after the month in which the statutory notice period has been satisfied in an area designated by the commissioners’ court. Under Texas law, the borrower does not have the right to redeem the real estate after a judicial foreclosure or trustee’s sale. Under Texas law, if the sale pri ce at a judicial foreclosure or trustee’s sale is less than the fair market value of the real estate, any obligor (including any guarantor) may be required to offset the deficiency between the fair market value and the sale price.
Twelve (12) of the Mortgaged Properties, representing, by allocated loan amount, 10.0% of the Cut-Off Date Pool Balance (9 Mortgaged Properties in Loan Group 1 or 7.6% of the Cut-Off Date Group 1 Balance and 3 Mortgaged Properties in Loan Group 2 or 18.9% of the Cut-Off Date Group 2 Balance), are secured by Mortgaged Properties that are located in the State of Florida. Mortgage loans involving real property in Florida are secured by mortgages, and foreclosures are accomplished by judicial foreclosure. There is no power of sale in Florida. After an action for foreclosure is commenced and a mortgagee secures a judgment, the final judgment will provide that the mortgaged property be sold at a public sale at the courthouse if the full amount of the judgment is not paid prior to the scheduled sale. Generally, the foreclosure sale must occur no earlier than 20 (but not more than 35) days after the judgment is entered. During this period, a notice of sale must be published twice in the county in which the mortgaged property is located. There is no right of redemption after the foreclosure sale. Florida does not have a ‘‘one action rule’’ or ‘‘anti-deficiency legislation’’. Subsequent to a foreclosure sale, however, a mortgagee may be required to prove the value of the mortgaged property sold as of the date of foreclosure in order to recover a deficiency. Furthermore, other statutory provisions in Florida limit any deficiency judgment (if otherwise permitted) against a borrower following a judicial sale to the excess of the outstanding debt over the value of the mortgaged property at the time of the judicial sale. In certain circumstances, the mortgagee may have a receiver appointed.
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Assessments of Property Condition
Property Inspections. Generally, the Mortgaged Properties were inspected by or on behalf of the Mortgage Loan Sellers in connection with the origination or acquisition of the related Mortgage Loans to assess their general condition. No inspection revealed any patent structural deficiency or any deferred maintenance considered material and adverse to the value of the Mortgaged Property as security for the related Mortgage Loan, except in such cases where adequate reserves have been established.
Appraisals. All of the Mortgaged Properties were appraised by, a state-certified appraiser or an appraiser belonging to the Appraisal Institute in accordance with the Federal Institutions Reform, Recovery and Enforcement Act of 1989. The primary purpose of each appraisal was to provide an opinion as to the market value of the related Mortgaged Property. There can be no assurance that another appraiser would have arrived at the same opinion of market value. In addition, with respect to 3 Mortgaged Properties securing 3 Mortgage Loans (loan numbers 4, 17 and 20), representing 7.2% of the Cut-Off Date Pool Balance (9.1% of the Cut-Off Date Group 1 Balance), the appraised value represented is the ‘‘as-stabilized’’ value. See also ‘‘RISK FACTORS—The Mortgage Loans—Inspections and Appraisals May Not Accura tely Reflect Value or Condition of Mortgaged Property’’ and ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ in this prospectus supplement.
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—The Mortgage Loans—Environmental Laws May Adversely Affect the Value of and Cash Flow from a Mortgaged Property’’ in this prospectus supplement.
Engineering Assessments. In connection with the origination of all of the Mortgage Loans, except loan number 17, 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 related Mortgage Loan Seller obtained earthquake insurance to protect against these risks.
Co-Lender Loans
General
Ten (10) Mortgage Loans (loan number 2, the ‘‘Nestle 94 Pool Loan’’, loan number 5, the ‘‘2100 Ross Loan’’, loan number 7, the ‘‘Llano Logistics Loan’’, loan number 11, the ‘‘Glenbrooke at Palm Bay Loan’’, loan number 23, ‘‘The Barrington Loan’’, loan numbers 24.01 and 24.02, the ‘‘Winn-Dixie Distribution Center – Orlando, FL Loan’’, loan numbers 25.01 and 25.02, the ‘‘Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan’’, loan number 36, the ‘‘Newforest Estates Loan’’, loan numbers 44.01 and 44.02, the ‘‘Winn-Dixie Distribution – Fitzgerald, GA Loan’’ and loan numbers 75.01
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and 75.02, the ‘‘Dean Foods – Opa-Locka, FL Loan’’ (collectively, the ‘‘Co-Lender Loans’’)), are each evidenced by one of two or more notes each secured by a single mortgage and a single assignment of leases and rents. In addition to the Co-Lender Loans, certain other mortgage loans have additional debt. See ‘‘RISK FACTORS—The Mortgage Loans—Additional Debt on Some Mortgage Loans Creates Additional Risks’’ in this prospectus supplement.
The Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan and the Winn-Dixie Distribution Center – Orlando, FL Loan are each comprised of an A-1 note and a B-1 note, which are pari passu in right of entitlement of payment and an A-2 note and a B-2 note, respectively. Only the A-1 note and the B-1 note comprise the related Mortgage Loan and will be included in the Trust Fund. The Winn-Dixie Distribution Center – Fitzgerald, GA Loan and the Dean Foods – Opa-Locka, FL Loan are each comprised of an A note and a B note. The A notes and the B notes together comprise the Winn-Dixie Distribution – Fitzgerald, GA Loan and the Dean F oods – Opa Locka, FL Loan, respectively, and will each be included in the Trust Fund. The Winn-Dixie Distribution Center – Orlando, FL Loan, the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan, the Winn-Dixie Distribution – Fitzgerald, GA Loan and the Dean Foods – Opa Locka, FL Loan are sometimes referred to individually as the ‘‘Winn-Dixie Loan’’ or collectively, as the ‘‘Winn-Dixie Loans’’.
The Nestle 94 Pool Loan (the ‘‘Caplease Loan’’) is part of a split loan structure that has 3 companion loans (together, the ‘‘Caplease Subordinate Companion Loans’’) that are subordinate in their right of entitlement to payment to the Caplease Loan. Notwithstanding the immediately preceding sentence, the holders of the Caplease Subordinate Companion Loans have agreed to subordinate their interests in certain respects to the Caplease Loan, subject to their prior rights to receive proceeds of a claim for accelerated future rent payments payable upon a default under the lease (a ‘‘Defaulted Lease Claim’’). The Caplease Loan, together with its related Caplease Subordinate Companion Loans, is referred to herein as the ‘‘Caplease Whole Loan’’. The Caplease Loan has a Cut-Off Date Balance of $106,000,000, representing 7.2% of the Cut-Off Date Pool Balance (9.1% of the Cut-Off Date Group 1 Balance). See ‘‘—The Caplease Loan’’ below. Wachovia Bank, National Association is the holder of 1 of the Caplease Subordinate Companion Loans and Caplease Debt Funding, LP (‘‘Caplease’’) is the holder of 2 of the Caplease Subordinate Companion Loans, but either may elect to sell the Caplease Subordinate Companion Loans at any time. See ‘‘RISK FACTORS—The Off ered Certificates—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 Subordinate Companion Loans.
The 2100 Ross Loan, which has 1 companion loan (the ‘‘2100 Ross Subordinate Companion Loan’’), is part of a split loan structure in which the 2100 Ross Subordinate Companion Loan is subordinate in its right of entitlement to payment to the 2100 Ross Loan. The 2100 Ross Loan and the 2100 Ross Subordinate Companion Loan are referred to collectively herein as the ‘‘2100 Ross Whole Loan’’. The 2100 Ross Loan has a Cut-Off Date Balance of $61,000,000, representing 4.1% of the Cut-Off Date Pool Balance (5.2% of the Cut-Off Date Group 1 Balance). The 2100 Ross Subordinate Companion Loan will not be included in the Trust Fund. See ‘‘2100 Ross’’ in Annex D to this prospectus supplement.
The Llano Logistics Loan, which has 1 companion loan (the ‘‘Llano Logistics Subordinate Companion Loan’’), is part of a split loan structure in which the Llano Logistics Subordinate Companion Loan is subordinate in its right of entitlement in certain respects to payment to the Llano Logistics Loan. The Llano Logistics Loan and the Llano Logistics Subordinate Companion Loan are referred to collectively as the ‘‘Llano Logistics Whole Loan’’. The Llano Logistics Loan has a Cut-Off Date Balance of $32,800,000, representing 2.2% of the Cut-Off Date Pool Balance (2.8% of the Cut-Off Date Group 1 Balance). The Llano Logistics Subordinate Companion Loan will not be included in the Trust Fund. See ‘‘Llano Logistics’’ in Annex D to this prospectus supplement.
The Glenbrooke at Palm Bay Loan, which has 1 companion loan (the ‘‘Glenbrooke at Palm Bay Subordinate Companion Loan’’), is part of a split loan structure in which the Glenbrooke at Palm Bay Subordinate Companion Loan is subordinate in its right of entitlement in certain respects to payment to the Glenbrooke at Palm Bay Loan. The Glenbrooke at Palm Bay Loan and the Glenbrooke at Palm Bay Subordinate Companion Loan are referred to collectively as the ‘‘Glenbrooke at Palm Bay Whole Loan’’.
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The Glenbrooke at Palm Bay Loan has a Cut-Off Date Balance of $27,110,000, representing 1.8% of the Cut-Off Date Pool Balance (8.6% of the Cut-Off Date Group 2 Balance). The Glenbrooke at Palm Bay Subordinate Companion Loan will not be included in the Trust Fund. See ‘‘Glenbrooke at Palm Bay’’ in Annex D to this prospectus supplement.
The Barrington Loan, which has 1 companion loan (‘‘The Barrington Subordinate Companion Loan’’), is part of a split loan structure in which The Barrington Subordinate Companion Loan is subordinate in its right of entitlement to payment in certain respects to The Barrington Loan. The Barrington Loan and the Barrington Subordinate Companion Loan are referred to collectively as ‘‘The Barrington Whole Loan’’. The Barrington Loan has a Cut-Off Date Balance of $18,000,000, representing 1.2% of the Cut-Off Date Pool Balance (5.7% of the Cut-Off Date Group 2 Balance). The Barrington Subordinate Companion Loan will not be included in the Trust Fund.
The Winn-Dixie Distribution Center – Orlando, FL Loan is part of a split loan structure, which has 2 companion loans (1 of which is the ‘‘Winn-Dixie Distribution Center – Orlando, FL Pari Passu Companion Loan’’ and the remaining is the ‘‘Winn-Dixie Distribution Center – Orlando, FL Subordinate Companion Loan’’), respectively, in which the Winn-Dixie Distribution Center – Orlando, FL Pari Passu Companion Loan is pari passu in right of entitlement to payment with the Winn-Dixie Distribution Center – Orlando, FL Loan and the Winn-Dixie Distribution Center – Orlando, FL Subordinate Companion Loan is subordinate in right of entitlement to payment to the Winn-Dixie Distribution Center – Orlando, FL Loan and the Winn-Dixie Distribution Center – Orlando, FL Pari Passu Companion Loan. The Winn-Dixie Distribution Center – Orlando, FL Loan, the Winn-Dixie Distribution Center – Orlando, FL Pari Passu Companion Loan and the Winn-Dixie Distribution Center—Orlando, FL Subordinate Companion Loan are referred to collectively herein as the ‘‘Winn-Dixie Distribution Center – Orlando, FL Whole Loan’’. The Winn-Dixie Distribution Center – Orlando, FL Loan has a Cut-Off Balance of $17,349,847, representing 1.2% of the Cut-Off Date Pool Balance (1.5% of the Cut-Off Date Group 1 Balance). The Winn-Dixie Distribution Center – Orlando, FL Pari Passu Comp anion Loan and the Winn-Dixie Distribution Center – Orlando, FL Subordinate Companion Loan will not be included in the Trust Fund. See ‘‘Winn-Dixie Distribution Center – Orlando, FL’’ in Annex D to this prospectus supplement.
The Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan is part of a split loan structure, which has 2 companion loans (1 of which is the ‘‘Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Pari Passu Companion Loans’’ and the remaining is the ‘‘Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Subordinate Companion Loan’’), respectively, in which the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Pari Passu Companion Loan is pari passu in right of ent itlement to payment with the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan and the Winn-Dixie Headquarters/Manufacturing Facility –Jacksonville, FL Subordinate Companion Loan is subordinate in right of entitlement to payment to the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan and the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Pari Passu Companion Loan. The Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan, the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Pari Passu Companion Loan and the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Subordinate Companion Loan are referred to collectively herein as the ‘‘Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Whole Loan’’. The Winn- Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan has a Cut-Off Balance of $17,118,467, representing 1.2% of the Cut-Off Date Pool Balance (1.5% of the Cut-Off Date Group 1 Balance). The Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Pari Passu Companion Loan and the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Subordinate Companion Loan will not be included in the Trust Fund. See ‘‘Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL’’ in Annex D to this prospectus supplement.
The Newforest Estates Loan, which has 1 companion loan (the ‘‘Newforest Estates Subordinate Companion Loan’’), is part of a split loan structure in which the Newforest Estates Subordinate Companion Loan is subordinate in its right of entitlement in certain respects to payment to the Newforest Estates Loan. The Newford Estates Loan and the Newford Estates Subordinate Companion Loan are referred to collectively as the ‘‘Newforest Estates Whole Loan’’. The Newforest Estates Loan has a
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Cut-Off Date Balance of $13,510,000, representing 0.9% of the Cut-Off Date Pool Balance (4.3% of the Cut-Off Date Group 2 Balance). The Newforest Estates Subordinate Companion Loan will not be included in the Trust Fund.
The Winn-Dixie Distribution – Fitzgerald, GA Loan, which has 1 companion loan (the ‘‘Winn-Dixie Distribution – Fitzgerald, GA Subordinate Companion Loan’’), is part of a split loan structure in which the Winn-Dixie Distribution – Fitzgerald, GA Loan Subordinate Companion Loan is subordinate in its right of entitlement to payment to the Winn-Dixie Distribution – Fitzgerald, GA Loan. The Winn-Dixie Distribution – Fitzgerald, GA Loan and the Winn-Dixie Distribution – Fitzgerald, GA Subordinate Companion Loan are referred to collectively as the ‘‘Winn-Dixie Distribution – Fitzgerald, GA Whole Loan’’ . The Winn-Dixie Distribution – Fitzgerald, GA Loan has a Cut-Off Date Balance of $10,644,464, representing 0.7% of the Cut-Off Date Pool Balance (0.9% of the Cut-Off Date Group 1 Balance). The Winn-Dixie Distribution – Fitzgerald, GA Loan Subordinate Companion Loan will not be included in the Trust Fund.
The Dean Foods – Opa-Locka, FL Loan, which has 1 companion loan (the ‘‘Dean Foods – Opa-Locka, FL Subordinate Companion Loan’’), is part of a split loan structure in which the Dean Foods – Opa-Locka, FL Subordinate Companion Loan is subordinate in its right of entitlement to payment to the Dean Foods – Opa-Locka, FL Loan. The Deans Foods – Opa-Locka, FL Loan and the Deans Foods – Opa-Locka, FL Subordinate Companion Loan are referred to collectively as the ‘‘Deans Foods – Opa-Locka, FL Whole Loan’’. The Dean Foods – Opa-Locka, FL Loan has a Cut-Off Date Balance of $3,632,625, representing 0.2% of the Cut-Off Date Pool Balance (0.3% of the Cut- Off Date Group 1 Balance). The Dean Foods – Opa-Locka, FL Subordinate Companion Loan will not be included in the Trust Fund.
The Caplease Subordinate Companion Loans, the 2100 Ross Subordinate Companion Loan, the Llano Logistics Subordinate Companion Loan, the Glenbrooke at Palm Bay Subordinate Companion Loan, The Barrington Subordinate Companion Loan, Winn-Dixie Distribution Center, Orlando, FL Pari Passu Companion Loan, the Winn-Dixie Distribution Center – Orlando, FL Subordinate Companion Loan, the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Pari Passu Companion Loan, the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Subordinate Companion Loan, the Newforest Estates Subordinate Companion Loan, the Winn-Dixie Distribution – Fitzgerald, GA Subordinate Companion Loan and the Dean Foods – Opa-Locka, FL Subordinate Companion Loan are referred to herein as the ‘‘Companion Loans’’. None of the Companion Loans are included in the Trust Fund.
The Winn-Dixie Distribution Center, Orlando, FL Pari Passu Companion Loan and the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Pari Passu Companion Loan are referred to herein as the ‘‘Pari Passu Companion Loans’’ and the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan and the Winn-Dixie Distribution Center – Orlando, FL Loan are referred to as the ‘‘Pari Passu Loans’’. The Companion Loans, other than the Pari Passu Companion Loans, are collectively referred to herein as the ‘‘Subordinate Companion Loans ’’. The 2100 Ross Loan, the Llano Logistics Loan, the Glenbrooke at Palm Bay Loan, The Barrington Loan, the Newforest Estates Loan, the Winn-Dixie Distribution – Fitzgerald, GA Loan and the Dean Foods – Opa-Locka, FL Loan are referred to as the ‘‘A/B Loans’’. The Caplease Whole Loan, the 2100 Ross Whole Loan, the Llano Logistics Whole Loan, the Glenbrooke at Palm Bay Whole Loan, the Winn-Dixie Distribution Center – Orlando FL Whole Loan, the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Whole Loan, The Barrington Whole Loan, the Newforest Estates Whole Loan, the Winn-Dixie Distribution – Fitzgerald, GA Whole Loan, and the Dean Foods – Opa-Locka, FL Whole Loan are referred to in this prospectus supplement individually as a ‘‘Whole Loan’’ and, collectively, as the ‘‘Whole Loans’’.
With respect to the Caplease Loan, the terms of the related intercreditor agreement (the ‘‘Caplease Intercreditor Agreement’’) provides that the related Caplease Subordinate Companion Loans are subordinate in certain respects to the Caplease Loan.
With respect to the 2100 Ross Loan, the terms of the related intercreditor agreement (the ‘‘2100 Ross Intercreditor Agreement’’) provide that the 2100 Ross Subordinate Companion Loan is subordinate in certain respects to the 2100 Ross Loan.
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With respect to the Llano Logistics Loan, the terms of the related intercreditor agreement (the ‘‘Llano Logistics Intercreditor Agreement’’) provide that the Llano Logistics Subordinate Companion Loan is subordinate in certain respects to the Llano Logistics Loan.
With respect to the Glenbrooke at Palm Bay Loan, the terms of the related intercreditor agreement (the ‘‘Glenbrooke at Palm Bay Intercreditor Agreement’’) provide that the Glenbrooke at Palm Bay Subordinate Companion Loan is subordinate in certain respects to the Glenbrooke at Palm Bay Loan.
With respect to The Barrington Loan, the terms of the related intercreditor agreement (‘‘The Barrington Intercreditor Agreement’’) provide that The Barrington Subordinate Companion Loan is subordinate in certain respects to The Barrington Loan.
With respect to the Winn-Dixie Distribution Center – Orlando, FL Loan, the terms of one related intercreditor agreement (the ‘‘Winn-Dixie Distribution Center – Orlando, FL Pari Passu Intercreditor Agreement’’) provide that the Winn-Dixie Distribution Center – Orlando, FL Loan and the Winn-Dixie Distribution Center – Orlando, FL Pari Passu Companion Loan are of equal priority with each other and no portion of either of the loans will have priority or preference over the other.
Further, with respect to the Winn-Dixie Distribution Center – Orlando, FL Loan, the terms of a second related intercreditor agreement (the ‘‘Winn-Dixie Distribution Center – Orlando, FL Intercreditor Agreement’’, provide that the Winn-Dixie Distribution Center – Orlando, FL Subordinate Companion Loan is subordinate in certain respects to the Winn-Dixie Distribution Center – Orlando, FL Loan and the Winn-Dixie Distribution Center – Orlando, FL Pari Passu Companion Loan.
With respect to the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan, the terms of one related intercreditor agreement (the ‘‘Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Pari Passu Intercreditor Agreement’’) provide that the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan and the Winn-Dixie Headquarters/Manufacturing Facility –Jacksonville, FL Pari Passu Companion Loan are of equal priority with each other and no portion of either of the loans will have priority or preference over the other.
Further, with respect to the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan, the terms of a second related intercreditor agreement (the ‘‘Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Intercreditor Agreement’’), provide that the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Subordinate Companion Loan is subordinate in certain respects to the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan and the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Pari Passu Companion Loan.
With respect to the Newforest Estates Loan, the terms of the related intercreditor agreement (the ‘‘Newforest Estates Intercreditor Agreement’’) provide that the Newforest Estates Subordinate Companion Loan is subordinate in certain respects to the Newforest Estates Loan.
With respect to the Winn-Dixie Distribution – Fitzgerald, GA Loan, the terms of the related intercreditor agreement (the ‘‘Winn-Dixie Distribution – Fitzgerald, GA Intercreditor Agreement’’) provide that the Winn-Dixie Distribution – Fitzgerald, GA Subordinate Companion Loan is subordinate in certain respects to the Winn-Dixie Distribution – Fitzgerald, GA Loan.
With respect to the Dean Foods – Opa-Locka, FL Loan, the terms of the related intercreditor agreement (the ‘‘Dean Foods – Opa-Locka, FL Intercreditor Agreement’’) provide that the Dean Foods – Opa-Locka, FL Subordinate Companion Loan is subordinate in certain respects to the Dean Foods – Opa-Locka, FL Loan.
The Caplease Intercreditor Agreement, the 2100 Ross Intercreditor Agreement, the Llano Logistics Intercreditor Agreement, the Glenbrooke at Palm Bay Intercreditor Agreement, The Barrington Intercreditor Agreement, the Winn-Dixie Distribution Center – Orlando, FL Pari Passu Intercreditor Agreement, the Winn-Dixie Distribution Center – Orlando, FL Intercreditor Agreement, the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Pari Passu Intercreditor Agreement, the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Intercreditor Agreement, the Newforest Estates Intercreditor Agreement, the Winn-Dixie Distribution – Fitzgerald, GA Intercreditor
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Agreement and the Dean Foods – Opa Locka, FL Intercreditor Agreement are individually referred to in this prospectus supplement as an ‘‘Intercreditor Agreement’’ and, collectively, as the ‘‘Intercreditor Agreements’’.
The 2100 Ross Intercreditor Agreement, the Llano Logistics Intercreditor Agreement, the Glenbrooke at Palm Bay Intercreditor Agreement, The Barrington Intercreditor Agreement and the Newforest Estates Intercreditor Agreement are individually referred to in this prospectus supplement as an ‘‘A/B Loan Intercreditor Agreement’’ and, collectively, as the ‘‘A/B Loan Intercreditor Agreements’’.
The following table presents certain information with respect to the Co-Lender Loans:
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Mortgage Loan | ![]() | ![]() | Mortgage Loan Number | ![]() | ![]() | Cut-Off Date Principal Balance of Trust Mortgage Asset | ![]() | ![]() | Cut-Off Date Principal Balance of Senior Mortgage Loan | ![]() | ![]() | Cut-Off Date Principal Balance of Whole Loan | ![]() | ![]() | Whole Loan Underwritten DSCR(1) | ![]() | ![]() | Whole Loan Cut-Off Date LTV Ratio(1)(2) | ||||||||||||||||||
Nestle 94 Pool | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | $ | 106,000,000 | ![]() | ![]() | ![]() | ![]() | $ | 106,000,000 | ![]() | ![]() | ![]() | ![]() | $ | 145,457,509 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.69x | ![]() | ![]() | ![]() | ![]() | ![]() | 78.5 | % |
2100 Ross | ![]() | ![]() | ![]() | ![]() | 5 | ![]() | ![]() | ![]() | ![]() | $ | 61,000,000 | ![]() | ![]() | ![]() | ![]() | $ | 61,000,000 | ![]() | ![]() | ![]() | ![]() | $ | 71,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.41x | ![]() | ![]() | ![]() | ![]() | ![]() | 86.6 | % |
Llano Logistics | ![]() | ![]() | ![]() | ![]() | 7 | ![]() | ![]() | ![]() | ![]() | $ | 32,800,000 | ![]() | ![]() | ![]() | ![]() | $ | 32,800,000 | ![]() | ![]() | ![]() | ![]() | $ | 36,800,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.20x | ![]() | ![]() | ![]() | ![]() | ![]() | 75.1 | % |
Glenbrooke at Palm Bay | ![]() | ![]() | ![]() | ![]() | 11 | ![]() | ![]() | ![]() | ![]() | $ | 27,110,000 | ![]() | ![]() | ![]() | ![]() | $ | 27,110,000 | ![]() | ![]() | ![]() | ![]() | $ | 30,110,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.20x | ![]() | ![]() | ![]() | ![]() | ![]() | 80.0 | % |
The Barrington | ![]() | ![]() | ![]() | ![]() | 23 | ![]() | ![]() | ![]() | ![]() | $ | 18,000,000 | ![]() | ![]() | ![]() | ![]() | $ | 18,000,000 | ![]() | ![]() | ![]() | ![]() | $ | 20,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.30x | ![]() | ![]() | ![]() | ![]() | ![]() | 80.0 | % |
Winn-Dixie Distribution Center – Orlando, FL | ![]() | ![]() | ![]() | ![]() | 24.01 | ![]() | ![]() | ![]() | ![]() | $ | 7,311,235 | ![]() | ![]() | ![]() | ![]() | $ | 14,622,470 | ![]() | ![]() | ![]() | ![]() | $ | 38,304,753 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.64x | ![]() | ![]() | ![]() | ![]() | ![]() | 85.7 | % |
Winn-Dixie Distribution Center – Orlando, FL (Note B) | ![]() | ![]() | ![]() | ![]() | 24.02 | ![]() | ![]() | ![]() | ![]() | $ | 10,038,612 | ![]() | ![]() | ![]() | ![]() | $ | 20,077,224 | ![]() | ![]() | ![]() | ![]() | $ | 38,304,753 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.64x | ![]() | ![]() | ![]() | ![]() | ![]() | 85.7 | % |
Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL | ![]() | ![]() | ![]() | ![]() | 25.01 | ![]() | ![]() | ![]() | ![]() | $ | 7,213,731 | ![]() | ![]() | ![]() | ![]() | $ | 14,427,461 | ![]() | ![]() | ![]() | ![]() | $ | 37,793,915 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.64x | ![]() | ![]() | ![]() | ![]() | ![]() | 90.4 | % |
Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL (Note B) | ![]() | ![]() | ![]() | ![]() | 25.02 | ![]() | ![]() | ![]() | ![]() | $ | 9,904,736 | ![]() | ![]() | ![]() | ![]() | $ | 19,809,472 | ![]() | ![]() | ![]() | ![]() | $ | 37,793,915 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.64x | ![]() | ![]() | ![]() | ![]() | ![]() | 90.4 | % |
Newforest Estates | ![]() | ![]() | ![]() | ![]() | 36 | ![]() | ![]() | ![]() | ![]() | $ | 13,510,000 | ![]() | ![]() | ![]() | ![]() | $ | 13,510,000 | ![]() | ![]() | ![]() | ![]() | $ | 16,010,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.25x | ![]() | ![]() | ![]() | ![]() | ![]() | 79.5 | % |
Winn-Dixie Distribution – Fitzgerald, GA | ![]() | ![]() | ![]() | ![]() | 44.01 | ![]() | ![]() | ![]() | ![]() | $ | 4,485,583 | ![]() | ![]() | ![]() | ![]() | $ | 4,485,583 | ![]() | ![]() | ![]() | ![]() | $ | 11,750,351 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.64x | ![]() | ![]() | ![]() | ![]() | ![]() | 73.4 | % |
Winn-Dixie Distribution – Fitzgerald, GA (Note B) | ![]() | ![]() | ![]() | ![]() | 44.02 | ![]() | ![]() | ![]() | ![]() | $ | 6,158,882 | ![]() | ![]() | ![]() | ![]() | $ | 6,158,882 | ![]() | ![]() | ![]() | ![]() | $ | 11,750,351 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.64x | ![]() | ![]() | ![]() | ![]() | ![]() | 73.4 | % |
Dean Foods – Opa-Locka, FL | ![]() | ![]() | ![]() | ![]() | 75.01 | ![]() | ![]() | ![]() | ![]() | $ | 1,530,790 | ![]() | ![]() | ![]() | ![]() | $ | 1,530,790 | ![]() | ![]() | ![]() | ![]() | $ | 4,010,030 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.64x | ![]() | ![]() | ![]() | ![]() | ![]() | 75.7 | % |
Dean Foods – Opa-Locka, FL (Note B) | ![]() | ![]() | ![]() | ![]() | 75.02 | ![]() | ![]() | ![]() | ![]() | $ | 2,101,835 | ![]() | ![]() | ![]() | ![]() | $ | 2,101,835 | ![]() | ![]() | ![]() | ![]() | $ | 4,010,030 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.64x | ![]() | ![]() | ![]() | ![]() | ![]() | 75.7 | % |
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(1) | With respect to each Mortgage Loan, unless otherwise specified, the calculation of DSC and LTV Ratios are based on the aggregate indebtedness of or debt service on, as applicable, the Mortgage Loan and the related pari passu companion loan(s), but not any related subordinate companion loan. With respect to 4 Mortgage Loans (loan numbers 24.01, 24.02, 25.01, 25.02, 44.01, 44.02, 75.01 and 75.02), the related Mortgage Loan is comprised of a component A note and a component B note which are secured by the same Mortgaged Property and are both assets of the Trust Fund. In cases where the terms of the component notes differ, the portions of the Mortgage Loan represented by such component notes have been allocated to separate categories accordingly, and as a result the totals of the aggregate number of Mortgage Loans may not be equ al. For detailed information about each component note comprising these Mortgage Loans, see Annex A-1 to this prospectus supplement. The sum of aggregate percentage calculations may not equal 100% due to rounding. |
(2) | Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an ‘‘as-stabilized’’ basis. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ and ‘‘RISK FACTORS—The Mortgage Loans—Risks Relating to Net Cash Flow’’ and ‘‘—Inspections and Appraisals May Not Accurately Reflect Value & Condition of Mortgaged Property’’ in this prospectus supplement. |
The Caplease Loan
Servicing Provisions of the Caplease Intercreditor Agreement. With respect to the Caplease Loan, the Master Servicer and Special Servicer will service and administer the Caplease Loan and its related Caplease Subordinate Companion Loans pursuant to the pooling and servicing agreement and the Caplease Intercreditor Agreement for so long as the Caplease Loan is part of the Trust Fund. The Caplease Loan and its related Caplease Subordinate Companion Loans are cross defaulted. However, upon an event of default which does not constitute a payment default but is limited to a default in the performance by the related borrower of its obligations under its lease, or the failure to reimburse a servicing advance made to fulfill such obligations, the Master Servicer will generally be required to make servicing advances to cure any such borrower default and pr event a default under the lease, subject to customary standards of recoverability, and will be prohibited from foreclosing on the related Mortgaged
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Property so long as any such advance, together with interest thereon, would be recoverable. Further, the Special Servicer will not be permitted to amend the Caplease Loan or its related Caplease Subordinate Companion Loans in a manner materially adverse to the holders of the related Caplease Subordinate Companion Loans without the consent of the holders of the related Caplease Subordinate Companion Loans. The holders of the related Caplease Subordinate Companion Loans will be entitled to advise the Special Servicer with respect to certain matters related to the Caplease Whole Loan. See ‘‘SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative’’ in this prospectus supplement.
In the event either the Caplease Loan becomes 90 days or more delinquent, an acceleration of the Caplease Whole Loan after an event of default under the related Mortgage Loan documents occurs, the principal balance of the Caplease Whole Loan is not paid at maturity, or the related borrower files a petition for bankruptcy, the holders of the related Caplease Subordinate Companion Loans will be entitled to purchase the Caplease Loan from the Trust Fund, pursuant to the Caplease Intercreditor Agreement, for a purchase price equal to the sum of (i) the principal balance of the Caplease Loan, together with accrued and unpaid interest thereon up to (but not exceeding) 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 Caplease Intercreditor Agreement, to the extent described below, the rights of the holders of the related Caplease Subordinate Companion Loans to receive payments with respect to the related Caplease Subordinate Companion Loans (other than payments in respect of Defaulted Lease Claims) are subordinated to the payment rights of the Trust Fund to receive payments with respect to the Caplease Loan. For purposes of this section, the Caplease Subordinate Companion Loans are sometimes referred to herein as the ‘‘Caplease Senior Note A-2 Subordinate Companion Loan’’, the ‘‘Caplease Junior Note A Subordinate C ompanion Loan’’ and the ‘‘Caplease Note B Subordinate Companion Loan’’. All payments and proceeds of the Caplease Loan and the related Caplease Subordinate Companion Loans (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 Caplease Loan, will be applied, in the event of liquidation of the real property, a determination that applicable servicing advances are nonrecoverable, or a lease acceleration or termination, in the following manner:
First, to the holder of the Caplease Loan, the amount of any property advance made by it and outstanding upon final liquidation of the Mortgage Loan or related Mortgaged Property or upon any earlier determination by any such party that such property advance is a nonrecoverable advance as certified by such party;
Second, to the holder of the Caplease Senior Note A-2 Subordinate Companion Loan, the amount of any property advance made by it and outstanding upon final liquidation of the Mortgage Loan or related Mortgaged Property or upon any earlier determination by any such party that such property advance is a nonrecoverable advance as certified by such party;
Third, unless the related borrower is an affiliate of the holder of the related Caplease Junior Note A Subordinate Companion Loan, to the holder of such Caplease Junior Note A Subordinate Companion Loan, the amount of any property advance made by it and outstanding upon final liquidation of the Mortgage Loan or related Mortgaged Property or upon any earlier determination by any such party that such property advance is a nonrecoverable advance as certified by such party;
Fourth, unless the related borrower is an affiliate of the holder of the related Caplease Note B Subordinate Companion Loan, to the holder of such Caplease Note B Subordinate Companion Loan, the amount of any property advance made by it and outstanding upon final liquidation of the Mortgage Loan or related Mortgaged Property, in each case together with the advance interest thereon;
Fifth, to the holder of the Caplease Loan, in an amount equal to the interest due with respect to the Caplease Loan at the pre-default interest rate thereon;
Sixth, to the holder of the Caplease Loan, in an amount equal to (i) the portion of any scheduled payments of principal, if any, due with respect to such Caplease Loan, plus, (ii) the pro rata portion (based on the outstanding principal balances of the related Caplease Loan and the related Caplease Subordinate
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Companion Loans) of any unscheduled payments allocable to such Caplease Loan (including, following acceleration, the full principal balance thereof);
Seventh, to the holder of the Caplease Senior Note A-2 Subordinate Companion Loan, in an amount equal to the interest due with respect to the Caplease Senior Note A-2 Subordinate Companion Loan at the pre-default interest rate thereon;
Eighth, to the holder of the Caplease Senior Note A-2 Subordinate Companion Loan, in an amount equal to (i) the portion of any scheduled payments of principal, if any, due with respect to such Caplease Senior Note A-2 Subordinate Companion Loan, plus, (ii) the pro rata portion (based on the outstanding principal balances of the related Caplease Loan and the related Caplease Subordinate Companion Loans) of any unscheduled payments allocable to such Caplease Senior Note A-2 Subordinate Companion Loan (including, following acceleration, the full principal balance thereof);
Ninth, if the related borrower is an affiliate of the holder of the related Caplease Junior Note A Subordinate Companion Loan, to the holder of such Caplease Junior Note A Subordinate Companion Loan, the amount of any property advance made by it (including any interest thereon) and outstanding upon final liquidation of the related Mortgage Loan or related Mortgaged Property or upon any earlier determination by the holder of such Caplease Junior Note A Subordinate Companion Loan that such property advance is a nonrecoverable advance as certified by such party;
Tenth, to the holder of the Caplease Junior Note A Subordinate Companion Loan, in an amount equal to interest due with respect to such Caplease Junior Note A Subordinate Companion Loan at the pre-default interest rate thereon;
Eleventh, to the holder of the related Caplease Junior Note A Subordinate Companion Loan, in an amount equal to (i) the portion of any scheduled payments of principal, if any, due with respect to such Caplease Junior Note A Subordinate Companion Loan, plus, (ii) the pro rata portion (based on the outstanding principal balances of the Caplease Loan and the related Caplease Subordinate Companion Loans) of any unscheduled payments allocable to such Caplease Junior Note A Subordinate Companion Loan (including, following acceleration, the full principal balance thereof);
Twelfth, following any lease acceleration or termination, but only prior to any reinstatement of such credit lease following any cure or waiver of the default permitting such lease acceleration or termination, to the holder of the Caplease Loan for any outstanding advances and any other unreimbursed costs made by or on behalf of such holder of the Caplease Loan;
Thirteenth, to fund any applicable reserves under the terms of the Mortgage Loan documents for the Caplease Whole Loan;
Fourteenth, if the related borrower is an affiliate of the holder of the related Caplease Note B Subordinate Companion Loan, to the holder of such Caplease Note B Subordinate Companion Loan, the amount of any property advance made by it (including any interest thereon) and outstanding upon final liquidation of the related Mortgage Loan or related Mortgaged Property or upon any earlier determination by the holder of such Caplease Note B Subordinate Companion Loan that such property advance is a nonrecoverable advance as certified by such party, in each case together with the advance interest thereon;
Fifteenth, to the holder of the Caplease Note B Subordinate Companion Loan, in an amount equal to interest due with respect to such Caplease Note B Subordinate Companion Loan at the pre-default interest rate thereon;
Sixteenth, to the holder of the related Caplease Note B Subordinate Companion Loan, in an amount equal to (i) the portion of any scheduled payments of principal, if any, due with respect to such Caplease Note B Subordinate Companion Loan, plus, (ii) the pro rata portion (based on the outstanding principal balances of the Caplease Loan and the related Caplease Subordinate Companion Loans) of any unscheduled payments allocable to such Caplease Note B Subordinate Companion Loan (including, following acceleration, the full principal balance thereof);
Seventeenth, to reimburse the Master Servicer, Special Servicer or the holders of the related Caplease Subordinate Companion Loans for any outstanding advances made by either such party on the Caplease Loan or such Caplease Subordinate Companion Loans, to the extent then deemed to be nonrecoverable and not previously reimbursed;
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Eighteenth, to any prepayment premiums or yield maintenance charges (allocated pro rata based on the principal then prepaid);
Nineteenth, to the holder of the Caplease Loan, in an amount equal to the default interest accrued on such Caplease Loan;
Twentieth, to the holder of the related Caplease Senior Note A-2 Subordinate Companion Loan, in an amount equal to the default interest accrued on such Caplease Senior Note A-2 Subordinate Companion Loan;
Twenty-first, to the holder of the related Caplease Junior Note A Subordinate Companion Loan, in an amount equal to the default interest accrued on such Caplease Junior Note A Subordinate Companion Loan;
Twenty-second, to the holder of the related Caplease Note B Subordinate Companion Loan, in an amount equal to the default interest accrued on such Caplease Note B Subordinate Companion Loan; and
Twenty-third, any remaining amounts to be paid to the related borrower or as otherwise specified in the related Mortgage Loan documents.
Proceeds of Defaulted Lease Claims will generally be applied first, to payment of amounts due under the related Caplease Note B Subordinate Companion Loan, second, to payment of amounts due to the holder of the Caplease Loan, third, to payment of amounts due to the holder of the Caplease Senior Note A-2 Subordinate Companion Loan and thereafter, to payment of amounts due under the related Caplease Junior Note A Subordinate Companion Loan.
Certain Information Relating to the A/B Loans
General. Pursuant to the terms of the related A/B Loan Intercreditor Agreements, the A/B Loans 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) for so long as each A/B Loan is part of the Trust Fund. The A/B Loan Intercreditor Agreements generally provide that expenses, losses and shortfalls relating to the A/B Loans will be allocated first, to the holder of the A/B Subordinate Companion Loans and thereafter to the A/B Loans. Prior to a default under the related mortgage loan documents or, in some cases, prior to when the A/B Loan becomes a specially serviced loan as a result of an event of default under the related Mortgage Loan documents, payments received by or on behalf of the related Borrower are generally applied pro rata between the A/B Loan and the related A/B Subordinate Companion Loan(s). During the continuance of an event of default or, in some cases, during the time that an A/B Loan becomes a specially serviced mortgage loan or is accelerated as a result of an event of default under the related Mortgage Loan documents, such payments will be applied first in respect of interest and principal to the A/B Loan until paid in full and then in respect of interest and principal to each related A/B Subordinate Companion Loan until paid in full, and then in respect of certain prepayment fees and default interest among the A/B Loan and A/B Subordinate Companion Loan, all in accordance with the terms of the related A/B Loan Intercreditor Agreement.
So long as an A/B Loan Control Appraisal Period does not exist, the holder of the most subordinate A/B Subordinate Companion Loan has the right, at any time and from time to time, to replace the Special Servicer then acting with respect to the related A/B Loan with or without cause and appoint a replacement Special Servicer solely with respect to such A/B Loan.
The holder of the A/B Subordinate Companion Loan (or if more than one, the most subordinate A/B Subordinate 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 A/B Loans at such times as such A/B Subordinate Companion Loans are not the subject of an A/B Loan Control Appraisal Period (as defined below).
A/B Loan Control Appraisal Period. While certain A/B Loans may provide for certain variations, an ‘‘A/B Loan Control Appraisal Period’’ will generally be deemed to have occurred if and so long as (a) the principal balance of an A/B Subordinate Companion Loan minus an amount equal to the excess
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(if any) of (i)(A) the outstanding principal balance of the related A/B Loan, plus (B) to the extent not previously advanced by the Master Servicer or the Trustee, all accrued and unpaid interest on the related A/B Loan at a per annum rate equal to its mortgage interest rate (exclusive, in most cases, 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 related A/B 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, in certain cases, 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 requir ed by the Pooling and Servicing Agreement (net of any liens senior to the lien of the related A/B Loan), is less than or equal to (b) twenty five percent (25%) of the outstanding principal balance of such A/B Subordinate Companion Loan. No advice or direction of the holder of an A/B Subordinate 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.
With respect to each Whole Loan originated by BCRE, an ‘‘A/B Loan Control Appraisal Period’’ will exist if, and for so long as, (A) the initial principal balance of the related Subordinate Companion Loan minus (B) the sum (i) of any principal payments (whether as scheduled amortization, principal prepayments or otherwise) allocated to, and received on, the related Subordinate Companion Loan, (ii) any appraisal reduction amount allocated to the related Subordinate Companion Loan and (iii) any realized losses allocated to the related Subordinate Companion Loan, plus (C) the amount of any cash collateral or letter of credit permitted pursuant to the terms of the related A/B Intercreditor Agreement is less than 25% of (A) the initial principal balance on the related Subordinate Companion Loan minus (B) any payments of princi pal (whether as scheduled amortization, principal prepayments or otherwise) allocated to, and received on the related Subordinate Companion Loan.
Cure and Purchase Rights. In the event of certain defaults under an A/B Loan, the holder of the related A/B Subordinate Companion Loan that is most subordinate will generally be entitled to (i) cure such monetary default within a certain specified time frame, generally between 3 and 7 Business Days of receipt of the cure notice; (ii) cure such non-monetary default within a certain specified time frame, generally between 20 and 30 days of receipt of the cure notice; (iii) purchase such A/B Loan (together with any A/B Subordinate Companion Loan that is senior to it) from the Trust Fund after the expiration of the cure period and/or, (iv) post additional collateral, subject to the conditions contained in the applicable A/B Loan Intercreditor Agreement; provi ded, further, however, the holder of the related A/B Subordinate Companion Loan is limited with respect to the amount and duration of cures as more particularly described in the applicable A/B Loan Intercreditor Agreement, but that are generally between 3 and 30 days. While certain A/B Loans may provide for certain limited variations in the event of the purchase of an A/B Loan by the holder of the related A/B Subordinate Companion Loan, the purchase price will generally equal the unpaid aggregate principal balance of the A/B Loan, together with all unpaid interest thereon at the related mortgage interest rate (including default interest) and any unreimbursed servic ing expenses, advances and interest on advances for which the borrower under the A/B Loan is responsible and any other Additional Trust Fund Expenses in respect of the A/B Loan actually paid or incurred by the Trust Fund; provided, however, that the purchase price shall typically not be reduced by any outstanding P&I Advance. No prepayment consideration will typically be payable in connection with such a purchase of an A/B Loan.
Consent and Consultation Rights of the Holders of the A/B Subordinate Companion Loans. Prior to an A/B Loan Control Appraisal Period with respect to an A/B Subordinate Companion Loan, the holder of the related A/B Subordinate Companion Loan that is most subordinate is entitled to advise the Master Servicer or the Special Servicer, as applicable, with respect to the following actions of the Master Servicer or the Special Servicer and the Master Servicer or the Special Servicer, as applicable, is generally not permitted to take any of the following actions as to which such holder of the A/B Subordinate Companion Loan has objected in writing within a certain period of time, generally between 10 to 20 Business Days
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of being notified thereof (provided that if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within that time frame, then the approval will generally 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 or any acquisition by deed-in-lieu- of-foreclosure 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, monthly debt service payment, payment frequency or any provision requiring the payment of a Prepayment Premium or Yield Maintenance Charge (in certain cases, 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;
(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 or guarantor 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 or, to the extent provided in the Pooling and Servicing Agreement, windstorm insurance;
(xii) any adoption or implementation of a business plan submitted by the borrower with respect to the related Mortgaged Property,
(xiii) the execution or renewal of any major lease,
(xiv) the release or waiver of any escrow held in conjunction with the Mortgage Loan to the borrower not expressly required by the terms of the Mortgage Loan documents or under applicable law;
(xv) alterations on the related Mortgaged Property if approval by the mortgagee is required by the related Mortgage Loan documents;
(xvi) any modification of, or waiver with respect to, the Mortgage Loan that would result in a discounted pay-off of the Mortgage Loan;
(xvii) any sale of the related Mortgaged Property or any material portion thereof (other than pursuant to a purchase option contained in the related Intercreditor Agreement or in the Pooling and Servicing Agreement) or, except, as specifically permitted in the related Mortgage Loan documents, the transfer of any direct or indirect interest in the borrower or any sale of the Mortgage Loan;
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(xviii) any release of the borrower or any guarantor from liability with respect to the Mortgage Loan;
(xix) any material changes to or waivers of any of the insurance requirements under the related Mortgage Loan documents and any settlement of any insurance claim for a cash payment that will be applied to the principal amount of the applicable A/B Loan, if such repayment would not result in payment in full of all amounts due and payable to the holder of the related A/B Subordinate Companion Loan;
(xx) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the borrowers;
(xxi) any incurrence of mezzanine financing by any beneficial owner of the borrower or of additional debt by the borrower to the extent such incurrence requires the consent of the mortgagee under the related Mortgage Loan documents; and
(xxii) any substitution of the bank holding the cash management account, unless such bank agrees in writing (x) to comply with the terms of the related Intercreditor Agreement and (y) to provide to the holder of the related Companion Loans copies of any reconciliation required to be prepared thereunder.
In addition, prior to the existence of an A/B Loan Control Appraisal Period, the holder of the most subordinate Subordinate Companion Loan may direct the Master Servicer or the Special Servicer, as applicable, to take, or to refrain from taking, such other actions as the holder of the most subordinate Subordinate Companion Loan 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 Master Servicer or the Special Servicer to violate any REMIC provisions, any provision of the Pooling and Servicing Agreement the related A/B Loan Intercreditor Agreement, the terms of the applicable A/B Loan or applicable law, including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing Standard, or (ii) expose the Master Servicer, the Special Servicer, the Trus t Fund or the Trustee to liability, or materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities under the Pooling and Servicing Agreement or cause the Master Servicer or the Special Servicer to act or fail to act in a manner which, in the reasonable judgment of the Master Servicer or the Special Servicer, is not in the best interests of the Certificateholders.
The holders of the A/B Subordinate Companion Loans generally also have the right, among other things, to (i) approve the annual operating budget of the related borrower in accordance with the terms of the related Mortgage Loan documents with respect to such A/B Subordinate Companion Loan; and (ii) approve successor property managers subject to certain conditions set forth in the related Mortgage Loan documents.
The holders of the A/B Subordinate Companion Loans generally have the right to be notified prior to the commencement of any enforcement action by the mortgagee with respect to the related Mortgaged Property and to cure any default causing such action in accordance with the provisions of the related A/B Loan Intercreditor Agreement.
The Mortgage Loan documents for a A/B Subordinate Companion Loan generally may be amended without the consent of the holder of such A/B Subordinate Companion Loans, except for certain amendments relating to, among other things, the economic terms of the related Mortgage Loan, the cash management provisions and the collateral for the related Mortgage Loan; provided, however, in a work-out context the foregoing consent is generally not required.
Certain Information Relating to the Winn-Dixie Loans
The Winn-Dixie Distribution Center – Orlando, FL Whole Loan, the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Whole Loan, the Winn-Dixie Distribution Center – Fitzgerald, GA Whole Loan and the Dean Foods – Opa-Locka, FL Whole Loan (each a ‘‘Winn-Dixie Whole Loan’’) are subject to certain intercreditor agreements that set forth the respective rights of the component loans.
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The holder of each Winn-Dixie Loan (and with respect to the Winn-Dixie Distribution Center – Orlando, FL Loan and the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan, the holder of the related pari passu companion loan (each a ‘‘Winn-Dixie Pari Passu Companion Loan’’)) (such holders and any successor holders, each a ‘‘Winn-Dixie Senior Noteholder’’) as well as the holder of each related subordinate companion loan (each a ‘‘Winn-Dixie Subordinate Companion Loan’’) (such holders and any successor holders, each a ‘& lsquo;Winn-Dixie Subordinate Noteholder’’) have entered into certain intercreditor agreements that set forth the respective rights of each Winn-Dixie Senior Noteholder and the related Winn-Dixie Subordinate Noteholder (each a ‘‘Winn-Dixie Subordinate Intercreditor Agreement’’). With respect to the Winn-Dixie Distribution Center – Orlando, FL Loan and the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan, separate intercreditor agreements exist between the holder of each Winn-Dixie Loan and the holder of the related Winn-Dixie Pari Passu Companion Loan (each a ‘‘Winn-Dixie Pari Passu Intercreditor Agreement’’). The terms of each Winn-Dixie Subordinate Intercreditor Agreement provide that the applicable Winn-Dixie Subordinate Companion Loan is subordinate in certain respects to the related Winn-Dixie Loan and/or the Winn-Dixie Pari Passu Companion Loan. In general, each Winn-Dixie Subordinate Intercreditor Agreement provides that expenses, losses and shortfalls relating to the applicable Winn-Dixie Whole Loan will be allocated first, to the Winn-Dixie Subordinate Noteholder and thereafter to the Winn-Dixie Senior Noteholder, on a pro rata and pari passu basis.
Distributions. Under the terms of each Winn-Dixie Subordinate Intercreditor Agreement, if no special event of default shall have occurred and be continuing, all amounts that are tendered or that are otherwise available, generally will be distributed by the applicable servicer and applied in the following order of priority:
First, to the Master Servicer, Special Servicer, Trustee or Fiscal Agent, as applicable, all amounts then due and payable to such parties pursuant to and in accordance with the applicable servicing agreement and to the Winn-Dixie Senior Noteholder to reimburse such Winn-Dixie Senior Noteholder for property protection advances made by such Winn-Dixie Senior Noteholder (together with interest thereon);
Second, to the Winn-Dixie Senior Noteholder, in an amount equal to the accrued and unpaid interest (excluding default interest) on the Winn-Dixie Loan and if applicable, the Winn-Dixie Pari Passu Companion Loan;
Third, to the Winn-Dixie Senior Noteholder, in an amount equal to the pro rata portion of all principal payments on the related Winn-Dixie Whole Loan to be applied in reduction of the principal balance of the Winn-Dixie Loan and if applicable, the principal balance of the Winn-Dixie Pari Passu Companion Loan;
Fourth, to the Winn-Dixie Subordinate Noteholder, up to the aggregate amount of (i) all payments made by the Winn-Dixie Subordinate Noteholder in connection with the exercise of its cure rights, and (ii) unreimbursed costs and expenses relating to Winn-Dixie Subordinate Companion Loan;
Fifth, to the Winn-Dixie Subordinate Noteholder, in an amount equal to the accrued and unpaid interest (excluding default interest) on the Winn-Dixie Subordinate Companion Loan;
Sixth, to the Winn-Dixie Subordinate Noteholder, in an amount equal to its pro rata portion of all principal payments on the related Winn-Dixie Whole Loan, to be applied in reduction of the Winn-Dixie Subordinate Companion Loan principal balance;
Seventh, to the Winn-Dixie Senior Noteholder, in an amount equal to a pro rata share of any prepayment premium, assumption or other fees actually received in respect of the related Winn-Dixie Whole Loan;
Eighth, to the Winn-Dixie Subordinate Noteholder, in an amount equal to a pro rata share of any prepayment premium, assumption or other fees actually received in respect of the related Winn-Dixie Whole Loan;
Ninth, any default interest (in excess of the interest paid in accordance with clauses second and fifth above) shall be paid to the Winn-Dixie Senior Noteholder and the Winn-Dixie Subordinate Noteholder in accordance with their respective percentage interest to the extent not payable pursuant to the servicing agreement;
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Tenth, to the Winn-Dixie Senior Noteholder, in an amount equal to any extension fees payable by the related borrower pursuant to the applicable loan agreement, in accordance with its respective percentage interest, to the extent actually paid by such borrower and not payable pursuant to the servicing agreement;
Eleventh, to the Winn-Dixie Subordinate Noteholder, in an amount equal to any extension fees payable by the related borrower pursuant to the applicable loan agreement, in accordance with its respective percentage interest, to the extent actually paid by such borrower and not payable pursuant to the servicing agreement;
Twelfth, any late charges shall be paid to the Winn-Dixie Senior Noteholder and the Winn-Dixie Subordinate Noteholder in accordance with their respective percentage interest, to the extent actually paid by the related borrower and not payable pursuant to the servicing agreement;
Thirteenth, if any excess amount is paid by the related borrower or any guarantor of the related Winn-Dixie Whole Loan and is not required to be returned to such borrower or to a party other than a holder under the related Mortgage Loan documents, and not otherwise applied in accordance with the foregoing clauses first through twelfth above, such remaining amount shall be paid to the Winn-Dixie Senior Noteholder and the Winn-Dixie Subordinate Noteholder, pro rata.
If the occurrence of a Special Event of Default under the Winn-Dixie Whole Loans shall have occurred and be continuing (and provided that the Winn-Dixie Subordinate Noteholder are not then curing such Event of Default), all amounts tendered or that are otherwise available to pay the related Winn-Dixie Whole Loan, generally shall be applied in the following order of priority:
First, to the Master Servicer, Special Servicer, Trustee or Fiscal Agent, as applicable, all amounts then due and payable to such parties pursuant to and in accordance with the servicing agreement and to the Winn-Dixie Senior Noteholder to reimburse such Winn-Dixie Senior Noteholder for property protection advances made by such Winn-Dixie Senior Noteholder (together with interest thereon);
Second, to the Winn-Dixie Senior Noteholder, in an amount equal to the accrued and unpaid interest (excluding default interest) on the Winn-Dixie Loan and if applicable, the Winn-Dixie Pari Passu Companion Loan;
Third, to the Winn-Dixie Senior Noteholder, in an amount equal to the Winn-Dixie Loan principal balance and if applicable, the Winn-Dixie Pari Passu Companion Loan principal balance, until such amount has been paid in full;
Fourth, to the Winn-Dixie Subordinate Noteholder, up to the aggregate amount of (i) all payments made by the Winn-Dixie Subordinate Noteholder in connection with the exercise of its cure rights, and (ii) unreimbursed costs and expenses relating to the Winn-Dixie Subordinate Companion Loan;
Fifth, to the Winn-Dixie Subordinate Noteholder, in an amount equal to the accrued and unpaid interest (excluding default interest) on the Winn-Dixie Subordinate Companion Loan;
Sixth, to the Winn-Dixie Subordinate Noteholder in an amount equal to the Winn-Dixie Subordinate Companion Loan principal balance, until such amount has been paid in full;
Seventh, to the Winn-Dixie Senior Noteholder, in an amount equal to any prepayment premium, assumption or other fees actually received in respect of the Winn-Dixie Loan and if applicable, the Winn-Dixie Pari Passu Companion Loan;
Eighth, to the Winn-Dixie Subordinate Noteholder, in an amount equal to any prepayment premium, assumption or other fees actually received in respect of the Winn-Dixie Subordinate Companion Loan;
Ninth, any default interest (in excess of the interest paid in accordance with clauses second and fifth above) shall be paid to the Winn-Dixie Senior Noteholder and the Winn-Dixie Subordinate Noteholder in accordance with their respective percentage interest to the extent not payable pursuant to the servicing agreement;
Tenth, to the Winn-Dixie Senior Noteholder, in an amount equal to any extension fees payable by the related borrower pursuant to the applicable loan agreement, in accordance with its respective percentage interest, to the extent actually paid by such borrower and not payable pursuant to the servicing agreement;
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Eleventh, to the Winn-Dixie Subordinate Noteholder, in an amount equal to any extension fees payable by the related borrower pursuant to the applicable loan agreement, in accordance with its respective percentage interest, to the extent actually paid by such borrower and not payable pursuant to the servicing agreement;
Twelfth, any late charges shall be paid to the Winn-Dixie Senior Noteholder and the Winn-Dixie Subordinate Noteholder in accordance with their respective percentage interest, to the extent actually paid by the related borrower and not payable pursuant to the servicing agreement;
Thirteenth, if any excess amount is paid by the related borrower and is not required to be returned to such borrower or to a party other than a holder under the related Mortgage Loan documents, and not otherwise applied in accordance with the foregoing clauses first through twelfth above, such remaining amount shall be paid to the Winn-Dixie Senior Noteholder and the Winn-Dixie Subordinate Noteholder, pro rata.
Consent Rights of the Winn-Dixie Subordinate Noteholder. The holder or holders of more than 50% of the principal balance of the Winn-Dixie Subordinate Companion Loan (excluding the principal balance of the Winn-Dixie Subordinate Companion Loan that is held by the related borrower or a borrower related party) will be entitled to advise the Winn-Dixie Senior Noteholder or the applicable servicer, with respect to Major Actions, as defined in the Winn-Dixie Subordinate Intercreditor Agreement; and further, neither the Winn-Dixie Senior Noteholder nor any servicer may take any action constituting a Major Action without such Winn-Dixie Subordinate Noteholder’s prior consent unless and until it has notified such Winn-Dixie Subordinate Noteholder in writing. If such Winn-Dixie Subordinate Noteholder fails to either approve or reject such Major Actio n within ten (10) Business Days, then the approval will be deemed to have been given. The Winn-Dixie Senior Noteholder (and the applicable servicer) shall (whether or not an Event of Default has occurred under the loan) consult with such Winn-Dixie Subordinate Noteholder (on a non-binding basis) with respect to certain proposals such as: (i) any adoption or implementation of a business plan submitted by the related borrower with respect to the property, (ii) the execution or renewal of any lease (if a lender approval is provided for in the loan documents), (iii) the release of any escrow held in conjunction with the loan to the related borrower not expressly required by the loan documents or under applicable law, (iv) material alterations on the Property, if approval by the lender is required by the loan documents, or (v) the waiver of any notice provision related to prepayment of all or any portion of the loan. Notwithstanding anything to the contrary, (i) if the Winn-Dixie Senior Noteholder or the applicab le servicer determines that immediate action is necessary to protect the interests of the Winn-Dixie Senior Noteholder and the Winn-Dixie Subordinate Noteholder (as a collective whole taking into account that the Winn-Dixie Subordinate Companion Loan is junior to the Winn-Dixie Loan and if applicable, the Winn-Dixie Pari Passu Companion Loan), the Winn-Dixie Senior Noteholder or the applicable servicer may take any Major Action or any other action without waiting for the Winn-Dixie Subordinate Noteholder’s response; (ii) the Winn-Dixie Senior Noteholder or any servicer on its behalf need not obtain the Winn-Dixie Subordinate Noteholder’s approval for any action (including any action which might otherwise constitute a Major Action) that the related borrower is permitted to take under the loan documents without any consent, review or approval from the lender under the loan; and (iii) to the extent the Winn-Dixie Subordinate Noteholder has approval rights under the Winn-Dixie Subordinate Intercredit or Agreement, such rights are derivative of the lender, and the Winn-Dixie Subordinate Noteholder shall be held to the same standard as is required of the lender under the loan documents.
Cure Rights. In the event that the related borrower fails to make any payment of principal or interest on a Winn-Dixie Whole Loan, resulting in a monetary event of default, the related Winn-Dixie Subordinate Noteholder will have the right to cure such monetary event of default, which right may be exercised several times, subject to certain limitations set forth in the related Winn-Dixie Subordinate Intercreditor Agreement.
Purchase Option. In the event that (a) any principal or interest payment on a Winn-Dixie Whole Loan becomes sixty (60) or more days delinquent, (b) the loan has been accelerated, (c) the principal balance of the loan is not paid at maturity, (d) the related borrower files a petition for bankruptcy or (e) the loan becomes specially serviced (and a default has occurred and is continuing or a default with
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respect thereto is reasonably foreseeable), then upon written notice from the Winn-Dixie Senior Noteholder to the Winn-Dixie Subordinate Noteholder of such occurrence, the Winn-Dixie Subordinate Noteholder shall have the right (but not the obligation), prior to any other party, to purchase the Winn-Dixie Loan and if applicable, the Winn-Dixie Pari Passu Companion Loan for an amount generally equal to the unpaid principal balance thereof, plus accrued and unpaid interest on such balance, all related unreimbursed advances together with accrued and unpaid interest thereon. The Winn-Dixie Subordinate Noteholder shall also pay all reasonable and customary out-of-pocket costs and expenses of the Winn-Dixie Senior Noteholder (and any servicer or trustee on its behalf) in connection with such purchase.
The foregoing option to purchase automatically terminates on the earliest of (a) the property becoming REO Property, (b) the receipt by the Winn-Dixie Senior Noteholder of a foreclosure judgment or the acceptance of a deed in lieu with respect to the property, and (c) the cure of the underlying Event of Default. Under the terms of the Winn-Dixie Subordinate Intercreditor Agreement, the parties agree that no ‘‘liquidation fee’’ shall be payable to the special servicer in connection with the purchase of a Winn-Dixie Loan and if applicable, a Winn-Dixie Pari Passu Companion Loan by the Winn-Dixie Subordinate Noteholder so long as the Winn-Dixie Subordinate Noteholder exercises its right to purchase such loans in the 90-day period following delivery to the Winn-Dixie Subordinate Noteholder of its option to repurchase.
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 and amounts payable to the holders of the related Companion Loans will be distributed to such holders net of fees and expenses on such Companion Loans.
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 c ertain circumstances, foreclose upon the ownership interests in the related borrower.
Additional Mortgage Loan Information
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, Annex B, Annex D and Annex E 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, Annex B, Annex D and Annex E unless otherwise specified, such numerical and statistical information excludes any Subordinate Companion Loans and assumes that no future Pari Passu Companion Loans are advanced. 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.
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In the schedule and tables set forth in Annexes A-1, A-2, A-3, A-4, A-5, A-6, Annex B, Annex D and Annex E 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.
Each of the tables herein and in the Annexes 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, Annex B, Annex D and Annex E:
(i) References to ‘‘DSC Ratio’’ and ‘‘DSCR’’ are references to debt service coverage ratios. Debt service coverage ratios are used by income property lenders to measure the ratio of (a) cash currently generated by a property that is available for debt service (that is, cash that remains after average cost of non-capital expenses of operation, tenant improvements, leasing commissions, replacement reserves and furniture, fixture and equipment reserves during the term of the Mortgage Loan) to (b) required debt service payments. However, debt service coverage ratios only measure the current, or recent, ability of a property to service mortgage debt. The DSC Ratio for any Mortgage Loan or Pari Passu Loan is the ratio of Net Cash Flow produced by the related Mortgaged Property to the annualized amount of debt service that will be payable under that Mortgage Loan commencing after the origination date. The Net Cash Flow for a Mortgaged Property is the ‘‘net cash flow’’ of such Mortgaged Property as set forth in, or determined by the applicable Mortgage Loan Seller on the basis of, Mortgaged Property operating statements, generally unaudited, and certified rent rolls (as applicable) supplied by the related borrower in the case of multifamily, mixed-use, retail, industrial, residential health care, self storage and office properties (each a ‘‘Rental Property’’); provided, however, for purposes of calculating the DSC Ratios provided herein (i) with respect to 38 Mortgage Loans, representing 46.3% of the Cut-Off Date Pool Balance (29 Mortgage Loans in Loan Group 1 or 46.3% of the Cut-Off Date Group 1 Balance and 9 Mortgage Loans in Loan Group 2 or 46.1% 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; (ii) with respect to Mortgage Loans that are interest-only until paid off at maturity, the annual debt service used is based on the outstanding loan amount times the applicable interest rate without regard to interest a ccrual basis with respect to all Mortgage Loans except those originated by BCRE (which uses the same calculation but with regard to the interest accrual basis with respect to all Mortgage Loans); and (iii) with respect to 5 Mortgage Loans (loan numbers 12, 14, 29, 32 and 34), representing 6.5% of the Cut-Off Date Pool Balance (3 Mortgage Loans in Loan Group 1 or 4.8% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 12.7% of the Cut-Off Date Group 2 Balance), such ratio was derived by using the average monthly debt service during the period in which amortization is due according to the related payment schedule mortgage, as described in Annex A-6, to this prospectus supplement.
With respect to 4 Mortgage Loans (loan numbers 24.01, 24.02, 25.01, 25.02, 44.01, 44.02, 75.01 and 75.02), the related Mortgage Loan is comprised of a component A note and a component B note which are secured by the same Mortgaged Property and are both assets of the Trust Fund. In cases where the terms of the component notes differ, the portions of the Mortgage Loan represented by such component notes have been allocated to separate categories accordingly, and as a result the totals of the aggregate number of Mortgage Loans may not be equal. For detailed information about each component note comprising these Mortgage Loans, see Annex A-1 to this prospectus supplement.
In the case of the certain Mortgage Loans, with respect to which a portion of the related Mortgaged Property has been leased to an affiliate of the related borrower (or to the related borrower itself), as tenant, but the related Mortgaged Property is not used by such tenant for business operations but instead is master leased in order to increase property net cash flow, the net cash flow for purposes of calculating DSCR includes the rent under such master lease.
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,
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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. Each originator of commercial mortgage loans has its own underwriting criteria, and no assurance can be given that adjustments or calculations made by one originator would be made by other lenders. See ‘‘RISK FACTORS—The Mortgage Loans—Risks Relating to Net Cash Flow’’ and ‘‘DESCRIPTION OF THE MORTGAGE POOL—The Sponsors—Wachovia’s Underwriting Standards’’ and ‘‘—BCRE’S Underwriting Standards’’ in this prospectus supplement.
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, master leases, future contractual rent steps or other indications of anticipated income (generally supported by market considerations, 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&rs quo;s underwriting standards. Where the actual or market vacancy was not less than 5.0%, the applicable Mortgage Loan Sellers determined revenue from rents by generally relying on the most recent rent roll and/or other known, signed leases, executed lease extension options, master leases or other indications of anticipated income (generally supported by market considerations, cash reserves or letters of credit) supplied and the greater of (a) actual historical vacancy at the related Mortgaged Property, (b) historical vacancy at comparable properties in the same market as the related Mortgaged Property, and (c) 5.0%. In determining rental revenue for multifamily and self storage properties, the Mortgage Loan Sellers generally either reviewed rental revenue shown on the certified rolling 12-month operating statements, the rolling 3-month operating statements for multifamily properties or annualized the rental revenue and reimbursement of expenses shown on rent rolls or operating statements with respect to the prior one-to-twelve month periods. For the other Rental Properties, the Mortgage Loan Sellers generally annualized rental revenue shown on the most recent certified rent roll (as applicable), after applying the vacancy factor, without further regard to the terms (including expiration dates) of the leases shown thereon. In the case of hospitality properties, gross receipts were generally determined based upon the average occupancy not to exceed 75.0% 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 facilit ies. Notwithstanding the foregoing, as indicated on Annex A-1, in certain cases, historical income and revenue information was not utilized in determining underwritten Net Cash Flow because such historical information either was not available or was not an accurate reflection of the current status of the related Mortgaged Property as a result of a change in circumstances at the related Mortgaged Property. In those cases, the related Mortgage Loan Seller generally relied on comparative market and sub-market leasing assumptions (including rental rates and vacancy), master leases and other potential revenue generators as well as budget projections provided by the borrower and information contained in the related mortgaged property appraisal in determining Net Cash Flow.
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
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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 ‘‘DESCRIPTION OF THE MORTGAGE POOL—The Sponsors—Wachovia’s Underwriting Standards—Escrow Requirements—Replacement Reserves’’ and ‘‘—BCRE’s Underwriting Standards—Escrow Requirements’’ in this prospectus supplement. In addition, in some instances, the Mortgage Loan Sellers recharacterized as capital expenditures those items reported by borrowers as operating expenses (thus increasing ‘‘net cash flow’’) where the Mortgage Loan Sellers determined appropriate.
The borrowers’ financial information used to determine Net Cash Flow was in most cases borrower certified, but unaudited, and neither the Mortgage Loan Sellers nor the Depositor verified their accuracy.
(ii) References to ‘‘Cut-Off Date LTV’’ and ‘‘Cut-Off Date LTV Ratio’’ are references to the ratio, expressed as a percentage, of the Cut-Off Date Balance of a Mortgage Loan 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, which for 3 Mortgaged Properties securing, in whole or in part, 3 Mortgage Loans (loan numbers 4, 17 and 20), representing, by allocated loan amount, 7.2% of the Cut-Off Date Pool Balance (9.1% of the Cut-Off Date Group 1 Balance), the appraised value represented is the ‘‘as-stabilized’’ value. The table below shows the Cut-Off Date LTV Ratios calculated using the ‘‘as-is’’ appraised values and the ‘‘as-stabilized’’ appraised values for the 3 Mortgage Loans:
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Loan/Property Name | ![]() | ![]() | Mortgage Loan Number | ![]() | ![]() | ‘‘As Is’’ Cut-Off Date LTV | ![]() | ![]() | ‘‘As Is’’ Date | ![]() | ![]() | ‘‘As Stabilized’’ Cut-Off Date LTV | ![]() | ![]() | As Stabilized Date | ||||||||||||
Integrated Health Campus | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 78.7 | % | ![]() | ![]() | ![]() | ![]() | 5/18/2007 | ![]() | ![]() | ![]() | ![]() | ![]() | 75.7 | % | ![]() | ![]() | 4/1/2008 |
Home Depot – Paterson, NJ | ![]() | ![]() | ![]() | ![]() | 17 | ![]() | ![]() | ![]() | ![]() | ![]() | 84.2 | % | ![]() | ![]() | ![]() | ![]() | 12/1/2006 | ![]() | ![]() | ![]() | ![]() | ![]() | 79.9 | % | ![]() | ![]() | 12/1/2007 |
Lakefront at Washingtonian | ![]() | ![]() | ![]() | ![]() | 20 | ![]() | ![]() | ![]() | ![]() | ![]() | 60.6 | % | ![]() | ![]() | ![]() | ![]() | 12/28/2006 | ![]() | ![]() | ![]() | ![]() | ![]() | 55.2 | % | ![]() | ![]() | 12/31/2007 |
(iii) References to ‘‘Maturity Date LTV Ratio’’ and ‘‘LTV at ARD or Maturity’’ are references to the ratio, expressed as a percentage, of the expected balance of a Balloon Loan on its scheduled maturity date (or for an ARD Loan on its Anticipated Repayment Date) (prior to the payment of any Balloon Payment or principal prepayments) to the appraised value of portions of the related Mortgaged Property as shown on the most recent third-party appraisal thereof available to the Mortgage Loan Sellers, which for 3 Mortgaged Properties securing in whole or in part 3 Mortgage Loans (loan numbers 4, 17 and 20), representing, by allocated loan amount, 7.2% of the Cut-Off Date P ool Balance (9.1% of the Cut-Off Date Group 1 Balance), the appraised value represented is the ‘‘as-stabilized’’ value.
The table below shows the Maturity Date LTV Ratios calculated using the ‘‘as-is’’ appraised values and the ‘‘as-stabilized’’ appraised values for the 3 Mortgage Loans:
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Loan/Property Name | ![]() | ![]() | Mortgage Loan Number | ![]() | ![]() | ‘‘As Is’’ Maturity Date LTV | ![]() | ![]() | ‘‘As Is’’ Date | ![]() | ![]() | ‘‘As Stabilized’’ Maturity Date LTV | ![]() | ![]() | As Stabilized Date | ||||||||||||
Integrated Health Campus | ![]() | ![]() | ![]() | ![]() | 4 | ![]() | ![]() | ![]() | ![]() | ![]() | 73.4 | % | ![]() | ![]() | ![]() | ![]() | 5/18/2007 | ![]() | ![]() | ![]() | ![]() | ![]() | 70.6 | % | ![]() | ![]() | 4/1/2008 |
Home Depot – Paterson, NJ | ![]() | ![]() | ![]() | ![]() | 17 | ![]() | ![]() | ![]() | ![]() | ![]() | 84.2 | % | ![]() | ![]() | ![]() | ![]() | 12/1/2006 | ![]() | ![]() | ![]() | ![]() | ![]() | 79.9 | % | ![]() | ![]() | 12/1/2007 |
Lakefront at Washingtonian | ![]() | ![]() | ![]() | ![]() | 20 | ![]() | ![]() | ![]() | ![]() | ![]() | 60.6 | % | ![]() | ![]() | ![]() | ![]() | 12/28/2006 | ![]() | ![]() | ![]() | ![]() | ![]() | 55.2 | % | ![]() | ![]() | 12/31/2007 |
(iv) References to ‘‘Loan per Sq. Ft., Unit, Pad or Room’’ are, for each Mortgage Loan secured by a lien on a multifamily property, mobile home park, hospitality property or assisted living facility or other health care property or student housing property, respectively, references to the Cut-Off Date Balance of such Mortgage Loan divided by the number of dwelling units, pads or guest rooms, respectively, that the related Mortgaged Property comprises, and, for each Mortgage Loan secured
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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.
(v) References to ‘‘Year Built’’ are references to the year that a Mortgaged Property was originally constructed or substantially renovated. With respect to any Mortgaged Property which was constructed in phases, the ‘‘Year Built’’ refers to the year that the first phase was originally constructed.
(vi) References to ‘‘weighted averages’’ or ‘‘WA’’ are references to averages weighted on the basis of the Cut-Off Date Balances of the related Mortgage Loans.
(vii) References to ‘‘Underwritten Replacement Reserves’’ represent estimated annual capital costs, as used by the Mortgage Loan Sellers in determining Net Cash Flow.
(viii) References to ‘‘Administrative Cost Rate’’ for each Mortgage Loan represent the sum of (a) the Master Servicing Fee Rate for such Mortgage Loan and (b) 0.0015%, which percentage represents the Trustee Fee Rate with respect to each Mortgage Loan. The Administrative Cost Rate for each Mortgage Loan is set forth on Annex A-1 hereto.
(ix) References to ‘‘Remaining Term to Maturity’’ represent, with respect to each Mortgage Loan, the number of months remaining from the Cut-Off Date to the stated maturity date of such Mortgage Loan (or the remaining number of months to the Anticipated Repayment Date with respect to each ARD Loan).
(x) References to ‘‘Remaining Amortization Term’’ represent, with respect to each Mortgage Loan, the number of months remaining from the later of the Cut-Off Date and the end of any interest-only period, if any, to the month in which such Mortgage Loan would fully or substantially amortize in accordance with such loan’s amortization schedule without regard to any Balloon Payment, if any, due on such Mortgage Loan.
(xi) References to ‘‘L ( )’’ or ‘‘Lockout’’ or ‘‘Lockout Period’’ represent, with respect to each Mortgage Loan, the period during which prepayments of principal are prohibited and no substitution of Defeasance Collateral is permitted. The number indicated in the parentheses indicates the number of monthly payments of such period (calculated for each Mortgage Loan from the date of its origination). References to ‘‘O ( ;)’’ represent the number of monthly payments for which (a) no Prepayment Premium or Yield Maintenance Charge is assessed and (b) defeasance is no longer required. References to ‘‘YM ( )’’ represent the period for which the Yield Maintenance Charge is assessed, ‘‘3% ( )’’, ‘‘2% ( )’’ and ‘‘1% ( )’’ each represents the period for which a Prepayment Premium is assessed and the respective percentage used in the calculation thereof. The periods, if any, between consecutive Due Dates occurring prior to the maturity date or Anticipated Repayment Date, as applicable, of a Mortgage Loan during which the related borrower will have the right to prepay such Mortgage Loan without being required to pay a Prepayment Premium or a Yield Maintenance Charge (each such period, an ‘‘Open Period’’) with respect to all of the Mortgage Loans have been calculated as those Open Periods occurring immediately prior to the maturity date or Anticipated Repayment Date, as applicable, of such Mortgage Loan as set forth in the related Mortgage Loan documents.
(xii) References to ‘‘D ( )’’ or ‘‘Defeasance’’ represent, with respect to each Mortgage Loan, the period (in months) during which the related holder of the Mortgage has the right to require the related borrower, in lieu of a principal prepayment, to pledge to such holder Defeasance Collateral.
(xiii) References to ‘‘Occupancy Percentage’’ are, with respect to any Mortgaged Property, references as of the most recently available rent rolls to (a) in the case of multifamily properties and assisted living facilities, the percentage of units or pads rented, (b) in the case of office and retail properties, the percentage of the net rentable square footage rented and is exclusive of hospitality properties, and (c) in the case of self storage facilities, either the percentage of the net rentable square footage rented or the percentage of units rented (depending on borrower reporting), and is exclusive of hospitality properties. For commercial properties, Occupancy Percentages may include tenants who have signed leases but who are not currently occupying their space.
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(xiv) References to ‘‘Original Term to Maturity’’ are references to the term from origination to maturity for each Mortgage Loan (or the term from origination to the Anticipated Repayment Date with respect to each ARD Loan).
(xv) References to ‘‘NA’’ indicate that, with respect to a particular category of data, such data is not applicable.
(xvi) References to ‘‘NAV’’ indicate that, with respect to a particular category of data, such data is not available.
(xvii) References to ‘‘Capital Imp. Reserve’’ are references to funded reserves escrowed for repairs, replacements and corrections of issues outlined in the engineering reports.
(xviii) References to ‘‘Replacement Reserve’’ are references to funded reserves escrowed for ongoing items such as repairs and replacements, including, in the case of hospitality properties, reserves for furniture, fixtures and equipment. In certain cases, however, the subject reserve will be subject to a maximum amount, and once such maximum amount is reached, such reserve will not thereafter be funded, except, in some such cases, to the extent it is drawn upon.
(xix) References to ‘‘TI/LC Reserve’’ are references to funded reserves escrowed for tenant improvement allowances and leasing commissions. In certain cases, however, the subject reserve will be subject to a maximum amount, and once such maximum amount is reached, such reserve will not thereafter be funded, except, in some such cases, to the extent it is drawn upon.
(xx) References to ‘‘Contract Rent’’ means the total rent that is, or is anticipated to be, specified in the lease or other rental contract as payable by the tenant to the property owner for the rental of a dwelling unit, including fees or charges for management and maintenance services. In determining Contract Rent for each unit, the following rules generally have been applied:
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(a) | The average Contract Rent for each unit type was based upon a rent roll certified by the owner of the property or as completed by the appraiser based upon information provided by the borrower. |
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(b) | Rent concessions were not considered (i.e., Contract Rent was not reduced by any rent concessions). Contract rent also has not been reduced by any policeman’s discount. |
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(c) | Where the tenant pays a portion of the rent and the remainder is paid by a federal, state, or local rental assistance program, the Contract Rent is the amount of the rent payment by the tenant, and the payment from the assistance program has been disregarded. |
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(d) | In computing average Contract Rent for units of each bedroom type, the units described in the following table have been treated as indicated in the table: |
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Unit Type | ![]() | ![]() | Included in Computation? | ![]() | ![]() | Contract Rent Used in Computation |
Vacant unit being offered for rent | ![]() | ![]() | Yes | ![]() | ![]() | Contract Rent being asked for that unit |
Unit that is vacant because undergoing renovation | ![]() | ![]() | No | ![]() | ![]() | Not applicable |
Unit being used as a rental office or model unit | ![]() | ![]() | Yes | ![]() | ![]() | Not applicable |
Unit occupied by an employee at a discounted rent | ![]() | ![]() | Yes | ![]() | ![]() | Contract Rent being asked for comparable units |
Unit shared by multiple tenants under their own leases (e.g., student housing or seniors housing) | ![]() | ![]() | Yes, as a single unit | ![]() | ![]() | The aggregate Contract Rent being paid by the tenants sharing the unit |
(xxi) The sum in any column of any of the following tables may not equal the indicated total due to rounding.
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Certain other additional characteristics of the Mortgage Loans presented on a loan-by-loan basis are set forth in Annex A-1 to this prospectus supplement. Additionally, certain of the anticipated characteristics of the Mortgage Loans are set forth in Annex B to this prospectus supplement, and certain additional information regarding the Mortgage Loans is set forth in this prospectus supplement below under ‘‘—Wachovia’s Underwriting Standards’’ and ‘‘—BCRE’s Underwriting Standards’’, and ‘‘—Assignment of the Mortgage Loans; Repurchases and Substitutions’’ and in the prospectus under ‘‘DESCRIPTION OF THE TRUST FUNDS—Mortgage Loans—Leases’’ and ‘‘CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES’’. Certain Mortgage Loans, set forth on Annex E, hav e scheduled principal payments that, assuming no prepayments are made prior to their related maturity dates and the other assumptions set forth under ‘‘YIELD AND MATURITY CONSIDERATIONS—Yield Considerations’’ in this prospectus supplement, are expected to support distributions to the holders of the Class A-1, Class A-2 and Class A-PB Certificates.
Twenty Largest Mortgage Loans
The following table describes the twenty largest Mortgage Loans or groups of cross-collateralized Mortgage Loans in the Mortgage Pool by Cut-Off Date Balance:
![](https://capedge.com/proxy/FWP/0000950136-07-007053/spacer.gif)
![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() |
Loan Name | ![]() | ![]() | Mortgage Loan Seller | ![]() | ![]() | Number of Mortgage Loans / Mortgaged Properties | ![]() | ![]() | Loan Group | ![]() | ![]() | Cut-Off Date Balance | ![]() | ![]() | % of Initial Pool Balance | ![]() | ![]() | % of Initial Group Balance | ![]() | ![]() | Property Type | ![]() | ![]() | Cut-Off Date Balance Per SF/Unit/Room(1) | ![]() | ![]() | Weighted Average DSCR(1) | ![]() | ![]() | Weighted Average Cut-Off Date LTV Ratio(1)(2) | ![]() | ![]() | Weighted Average LTV Ratio at Maturity or ARD(1)(2) | ![]() | ![]() | Weighted Average Mortgage Rate(3) | |||||||||||||||||||||||||||
Ashford Hospitality Pool 5 | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 5 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | $ | 158,105,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.7 | % | ![]() | ![]() | ![]() | ![]() | 13.6 | % | ![]() | ![]() | Hospitality—Various | ![]() | ![]() | ![]() | $ | 138,567 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.37x | ![]() | ![]() | ![]() | ![]() | ![]() | 79.9 | % | ![]() | ![]() | ![]() | ![]() | 74.7 | % | ![]() | ![]() | ![]() | ![]() | 5.952 | % |
Nestle 94 Pool | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 3 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 106,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.1 | % | ![]() | ![]() | Industrial—Distribution | ![]() | ![]() | ![]() | $ | 41 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.44x | ![]() | ![]() | ![]() | ![]() | ![]() | 57.2 | % | ![]() | ![]() | ![]() | ![]() | 57.2 | % | ![]() | ![]() | ![]() | ![]() | 6.320 | % |
Sheraton Park Hotel – Anaheim, CA | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 65,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.4 | ![]() | ![]() | ![]() | ![]() | ![]() | 5.6 | % | ![]() | ![]() | Hospitality—Full Service | ![]() | ![]() | ![]() | $ | 132,653 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.38x | ![]() | ![]() | ![]() | ![]() | ![]() | 73.5 | % | ![]() | ![]() | ![]() | ![]() | 73.5 | % | ![]() | ![]() | ![]() | ![]() | 6.300 | % |
Integrated Health Campus | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 62,200,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 5.3 | % | ![]() | ![]() | Office—Medical | ![]() | ![]() | ![]() | $ | 206 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.11x | ![]() | ![]() | ![]() | ![]() | ![]() | 75.7 | % | ![]() | ![]() | ![]() | ![]() | 70.6 | % | ![]() | ![]() | ![]() | ![]() | 5.790 | % |
2100 Ross | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 61,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.1 | ![]() | ![]() | ![]() | ![]() | ![]() | 5.2 | % | ![]() | ![]() | Office—CBD | ![]() | ![]() | ![]() | $ | 72 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.64x | ![]() | ![]() | ![]() | ![]() | ![]() | 74.4 | % | ![]() | ![]() | ![]() | ![]() | 74.4 | % | ![]() | ![]() | ![]() | ![]() | 6.065 | % |
Cole REIT Portfolio | ![]() | ![]() | Wachovia | ![]() | ![]() | 14 / 14 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 46,633,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.0 | % | ![]() | ![]() | Retail & Industrial | ![]() | ![]() | ![]() | $ | 91 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.75x | ![]() | ![]() | ![]() | ![]() | ![]() | 66.2 | % | ![]() | ![]() | ![]() | ![]() | 66.2 | % | ![]() | ![]() | ![]() | ![]() | 5.704 | % |
Mallard Glen Apartments | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 37,440,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 11.8 | % | ![]() | ![]() | Multifamily—Conventional | ![]() | ![]() | ![]() | $ | 81,391 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.10x | ![]() | ![]() | ![]() | ![]() | ![]() | 80.0 | % | ![]() | ![]() | ![]() | ![]() | 70.6 | % | ![]() | ![]() | ![]() | ![]() | 5.830 | % |
Llano Logistics | ![]() | ![]() | BCRE | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 32,800,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.2 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.8 | % | ![]() | ![]() | Industrial—Warehouse | ![]() | ![]() | ![]() | $ | 66 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.35x | ![]() | ![]() | ![]() | ![]() | ![]() | 66.9 | % | ![]() | ![]() | ![]() | ![]() | 61.5 | % | ![]() | ![]() | ![]() | ![]() | 5.880 | % |
Kedron Village - Phase II | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 29,700,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.6 | % | ![]() | ![]() | Retail—Anchored | ![]() | ![]() | ![]() | $ | 189 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.16x | ![]() | ![]() | ![]() | ![]() | ![]() | 79.8 | % | ![]() | ![]() | ![]() | ![]() | 74.4 | % | ![]() | ![]() | ![]() | ![]() | 5.700 | % |
University House at Tempe Apartments | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 29,412,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.0 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.3 | % | ![]() | ![]() | Multifamily—Student Housing | ![]() | ![]() | ![]() | $ | 73,531 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.51x | ![]() | ![]() | ![]() | ![]() | ![]() | 64.6 | % | ![]() | ![]() | ![]() | ![]() | 64.6 | % | ![]() | ![]() | ![]() | ![]() | 6.378 | % |
![]() | ![]() | ![]() | ![]() | 23 / 29 | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | $ | 628,290,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 42.5 | % | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | 1.39x | ![]() | ![]() | ![]() | ![]() | ![]() | 72.1 | % | ![]() | ![]() | ![]() | ![]() | 69.2 | % | ![]() | ![]() | ![]() | ![]() | 6.024 | % | ||||||
![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||||||||||
Reflections at the Lakes | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | $ | 28,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.9 | % | ![]() | ![]() | ![]() | ![]() | 8.9 | % | ![]() | ![]() | Multifamily—Conventional | ![]() | ![]() | ![]() | $ | 85,890 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.28x | ![]() | ![]() | ![]() | ![]() | ![]() | 71.8 | % | ![]() | ![]() | ![]() | ![]() | 71.8 | % | ![]() | ![]() | ![]() | ![]() | 5.750 | % |
Glenbrooke at Palm Bay | ![]() | ![]() | BCRE | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 27,110,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.6 | % | ![]() | ![]() | Multifamily—Senior Housing / Independent Living | ![]() | ![]() | ![]() | $ | 159,471 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.33x | ![]() | ![]() | ![]() | ![]() | ![]() | 72.0 | % | ![]() | ![]() | ![]() | ![]() | 72.0 | % | ![]() | ![]() | ![]() | ![]() | 5.948 | % |
One & Two Riverwood | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 26,500,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.3 | % | ![]() | ![]() | Office—Suburban | ![]() | ![]() | ![]() | $ | 135 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.30x | ![]() | ![]() | ![]() | ![]() | ![]() | 72.6 | % | ![]() | ![]() | ![]() | ![]() | 69.1 | % | ![]() | ![]() | ![]() | ![]() | 6.190 | % |
The Preserve at the Fort Apartments | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 26,250,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.3 | % | ![]() | ![]() | Multifamily—Student Housing | ![]() | ![]() | ![]() | $ | 83,866 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.13x | ![]() | ![]() | ![]() | ![]() | ![]() | 75.6 | % | ![]() | ![]() | ![]() | ![]() | 70.6 | % | ![]() | ![]() | ![]() | ![]() | 5.830 | % |
The Falls at Highpoint Apartments | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 26,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.8 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.2 | % | ![]() | ![]() | Multifamily—Conventional | ![]() | ![]() | ![]() | $ | 36,723 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.27x | ![]() | ![]() | ![]() | ![]() | ![]() | 73.8 | % | ![]() | ![]() | ![]() | ![]() | 66.5 | % | ![]() | ![]() | ![]() | ![]() | 5.850 | % |
Cole Portfolio | ![]() | ![]() | Wachovia | ![]() | ![]() | 10 / 10 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 25,442,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.2 | % | ![]() | ![]() | Retail—Single Tenant | ![]() | ![]() | ![]() | $ | 134 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.03x | ![]() | ![]() | ![]() | ![]() | ![]() | 58.2 | % | ![]() | ![]() | ![]() | ![]() | 58.2 | % | ![]() | ![]() | ![]() | ![]() | 5.329 | % |
West Volusia Towne Centre | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 25,300,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.7 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.2 | % | ![]() | ![]() | Retail—Anchored | ![]() | ![]() | ![]() | $ | 164 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.12x | ![]() | ![]() | ![]() | ![]() | ![]() | 71.3 | % | ![]() | ![]() | ![]() | ![]() | 62.4 | % | ![]() | ![]() | ![]() | ![]() | 6.760 | % |
Waterstone Apartments | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 23,750,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.5 | % | ![]() | ![]() | Multifamily—Conventional | ![]() | ![]() | ![]() | $ | 77,110 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.35x | ![]() | ![]() | ![]() | ![]() | ![]() | 66.8 | % | ![]() | ![]() | ![]() | ![]() | 66.8 | % | ![]() | ![]() | ![]() | ![]() | 6.180 | % |
Home Depot – Paterson, NJ | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 23,000,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.6 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.0 | % | ![]() | ![]() | Retail—Single Tenant | ![]() | ![]() | ![]() | $ | 169 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.21x | ![]() | ![]() | ![]() | ![]() | ![]() | 79.9 | % | ![]() | ![]() | ![]() | ![]() | 79.9 | % | ![]() | ![]() | ![]() | ![]() | 6.000 | % |
Poway Crossings | ![]() | ![]() | Wachovia | ![]() | ![]() | 1 / 1 | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 22,500,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.5 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.9 | % | ![]() | ![]() | Retail—Anchored | ![]() | ![]() | ![]() | $ | 196 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.11x | ![]() | ![]() | ![]() | ![]() | ![]() | 72.1 | % | ![]() | ![]() | ![]() | ![]() | 68.3 | % | ![]() | ![]() | ![]() | ![]() | 6.940 | % |
![]() | ![]() | ![]() | ![]() | 19 / 19 | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | $ | 253,852,500 | ![]() | ![]() | ![]() | ![]() | ![]() | 17.2 | % | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | 1.31x | ![]() | ![]() | ![]() | ![]() | ![]() | 71.5 | % | ![]() | ![]() | ![]() | ![]() | 68.6 | % | ![]() | ![]() | ![]() | ![]() | 6.062 | % | ||||||
![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||||||||||
![]() | ![]() | ![]() | ![]() | 42 / 48 | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | $ | 882,143,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 59.6 | % | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | 1.37x | ![]() | ![]() | ![]() | ![]() | ![]() | 71.9 | % | ![]() | ![]() | ![]() | ![]() | 69.0 | % | ![]() | ![]() | ![]() | ![]() | 6.035 | % |
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(1) | Nestle 94 Pool, 2100 Ross, Llano Logistics and Glenbrooke at Palm Bay are each part of a split loan structure that includes one or more pari passu and/or subordinate companion loans that is not included in the trust fund. With respect to each of these Mortgage Loans, unless otherwise specified, the calculations of LTV Ratios, DSC Ratio and Cut-Off Date Balance per square foot/unit are based on the aggregate indebtedness of or debt service on, as applicable, the Mortgage Loan, but not any related subordinate companion loan or future pari passu companion loan. |
(2) | Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an ‘‘as-stabilized’’ basis. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ and ‘‘RISK FACTORS—The Mortgage Loans—Risks Relating to Net Cash Flow’’ and ‘‘—Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property’’ in this prospectus supplement. |
(3) | The mortgage rate with respect to the One & Two Riverwood and The Falls at Highpoint Apartments may vary during the term of the related Mortgage Loan. For purposes of the table above as well as calculations throughout this prospectus supplement, the mortgage rate was assumed to be the average mortgage rate during the amortizing period of the related Mortgage Loan. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ in this prospectus supplement. |
Detailed descriptions of loan numbers 1 through 10 and certain additional information with respect to loan numbers 11 through 18, and loan numbers 56, 63, 64, 65, 66, 68, 69, 72, 80, 82, 85, 86, 89, 91, 93, 94, 96, 97, 101, 102, 103, 104, 107 and 109 are attached to this prospectus supplement as Annex D. Prospective investors are encouraged to carefully review the entire prospectus supplement, including each attached Annex, which are considered part of this prospectus supplement.
S-106
The Sponsors
Wachovia Bank, National Association
General. Wachovia Bank, National Association (‘‘Wachovia’’), a national banking association, is a Sponsor of this securitization, originated or acquired and underwrote 83 Mortgage Loans included in the Trust Fund. Wachovia is a national bank and acquires and originates mortgage loans for its own portfolio and for public and private securitizations through its network of 13 regional offices and approximately 3,400 financial centers. Wachovia’s principal offices are located in Charlotte, North Carolina, and its telephone number is (704) 374-6161. Wachovia is also acting as a Mortgage Loan Seller and as the Master Servicer with respect to the Offered Certificates. Wachovia is an affiliate of Wachovia Capital Markets, LLC, one of the Underwriters, and of Wachovia Commercial Mortgage Securities, Inc. (the ‘‘Depositor’’). See ‘‘THE SPONSOR’’ in the accompanying prospectus.
Wachovia’s Securitization Program. One of Wachovia’s primary business lines is the underwriting and origination of mortgage loans secured by commercial or multifamily properties. With respect to mortgage loans that are originated for securitization purposes, Wachovia sells these loans through its CMBS securitization program. Wachovia, with its commercial mortgage lending affiliates and predecessors, began originating and securitizing commercial mortgage loans in 1995. As of October 1, 2007, the total amount of commercial mortgage loans originated and securitized by Wachovia since 1995 is approximately $86.2 billion. Approximately $79.8 billion have been securitized by an affiliate of Wachovia acting as depositor, and approximately $6.3 billion have been securitized by an unaffiliated entity acting as depositor. In its fiscal year ended December 31, 2006, Wachovia securitized approximately $20.6 billion of commercial mortgage loans, of which approximately $19.9 billion were securitized by an affiliate of Wachovia acting as depositor, and approximately $700 million were securitized by an unaffiliated entity acting as depositor.
Wachovia and its affiliates have been and are currently involved with the origination and/or securitization of auto loans and leases, student loans, home equity loans, credit card receivables, manufactured housing contracts, commercial equipment leases, residential mortgage loans and commercial mortgage loans, as well as less traditional asset classes. Wachovia and its affiliates have also participated in a variety of collateralized loan obligation transactions, synthetic securitizations and asset-backed commercial paper programs. Wachovia and its affiliates have served as sponsors, issuers, dealers, and servicers in a wide array of securitization transactions. Additionally, Wachovia acts as master servicer, special servicer and/or swap counterparty on various commercial mortgage-backed securitizations.
Wachovia’s commercial mortgage loan securitization program has grown from approximately $423 million of securitized commercial mortgage loans in 1995 to approximately $3.4 billion of securitized commercial mortgage loans in 2001 and to approximately $20.6 billion of securitized commercial mortgage loans in 2006. The commercial mortgage loans originated and securitized by Wachovia include both fixed and floating-rate loans, that generally range in size from $2 million up to $5 billion. Wachovia primarily originates loans secured by retail, office, multifamily, hospitality, industrial and self storage properties, but also originates loans secured by manufactured housing communities, land subject to a ground lease and mixed use properties. Wachovia originates loans in each of the 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, the Cayman Islands, Aruba and Jamaica.
As a Sponsor, Wachovia originates mortgage loans with the intent to securitize them and, either by itself or together with other sponsors or loan sellers, initiates a securitization by transferring the mortgage loans to a depositor, which in turn transfers them to the issuer for the related securitization. In coordination with Wachovia Capital Markets, LLC and other underwriters, Wachovia works with rating agencies, other loan sellers and servicers in structuring securitization transactions. Wachovia, or an affiliate, acts as sponsor, originator, underwriter or loan seller both in transactions in which it is the sole sponsor and mortgage loan seller as well as in transactions in which other entities act as sponsor and/or mortgage loan seller. Wachovia’s primary securitization program is the Wachovia Bank Commercial Mortgage Trust program, in which Wachovia and other national banks and corporations generally act as mortgage loan sellers and Wachovia Commerc ial Mortgage Securities, Inc., an affiliate of Wachovia, acts as the depositor. As of October 1, 2007, Wachovia securitized approximately $79.8 billion through the Wachovia Bank Commercial Mortgage Trust program (or predecessor programs).
S-107
Wachovia’s Underwriting Standards
General. Wachovia’s commercial real estate finance group has the authority, with the approval from the appropriate credit committee, to originate fixed-rate, first lien commercial or multifamily mortgage loans for securitization. Wachovia’s commercial real estate finance operation is staffed by real estate professionals. Wachovia’s loan underwriting group is an integral component of the commercial real estate finance group which also includes groups responsible for loan origination and closing mortgage loans.
Upon receipt of a loan application, Wachovia’s loan underwriters commence an extensive review of the borrower’s financial condition and creditworthiness and the real property which will secure the loan.
Notwithstanding the discussion below, given the unique nature of income-producing real properties, the underwriting and origination procedures and the credit analysis with respect to any particular multifamily or commercial mortgage loan may differ significantly from one asset to another, and will be driven by circumstances particular to that property, including, among others, its type, current use, physical quality, size, environmental condition, location, market conditions, capital reserve requirements and additional collateral, tenants and leases, borrower identity, borrower sponsorship and/or performance history, and certain other factors. Consequently, there can be no assurance that the underwriting of any particular multifamily or commercial mortgage loan will conform to the general guidelines described in this ‘‘—Wachovia’s Underwriting Standards’’ section.
Loan Analysis. Generally, Wachovia 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. Wachovia 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 becomin g 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. Wachovia generally requires third-party appraisals, as well as environmental and property condition reports and, if determined by Wachovia to be applicable, seismic reports. Each report is reviewed for acceptability by a staff member of Wachovia 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 Wachovia where it was determined not to adversely affect the Mortgage Loans originated by it in any material respect.
Loan Approval. Prior to commitment, all mortgage loans to be originated by Wachovia must be approved by one or more—depending on loan size—specified internal committees or by officers of Wachovia, which may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.
Determination of Revenue and Expense at a Mortgaged Property. The repayment of a Mortgage Loan is typically dependent upon the successful operation of the related Mortgaged Property and the ability of that Mortgaged Property to generate income sufficient to make payments on the loan. Accordingly, Wachovia will analyze whether cash flow expected to be derived from the Mortgaged Property will be sufficient to make the required payments under that Mortgage Loan over its expected term, taking into account, among other things, revenues and expenses for, and other debt currently secured by, or that in the future may be secured by, the Mortgaged Property as well as debt secured by pledges of the ownership interests in the related borrower, any related debt service reserves and other sources of income or payment or factors expected to affect such matters.
Wachovia uses both objective and subjective measures to determine the revenue generated and the expenses incurred at each Mortgaged Property. In determining the ‘‘revenue’’ component of Net Cash Flow for each Mortgaged Property securing a Wachovia Mortgage Loan, Wachovia generally relied on a rent roll and/or other known, signed tenant leases, executed extension options, or other indications of
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anticipated income (generally supported by market considerations, 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. Where the actual or market vacancy was greater than 5.0%, Wachovia determined revenue from rents by generally relying on a rent roll and/or other known, signed leases, executed lease extension options, or other indications of anticipated income (generally supported by market considerations, cash reserves or letters of credit) supplied and the greater of (a) actual historical vacancy at the related Mortgaged Property, (b) his torical vacancy at comparable properties in the same market as the related Mortgaged Property, and (c) 5.0%. In determining revenue for multifamily and self storage properties, the Mortgage Loan Sellers generally either reviewed rental revenue shown on 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. In the case of hospitality properties, gross receipts were generally determined based upon the average occupancy not to exceed 85.0% and daily rates achieved during the prior one-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 %. The borrowers’ financial information used to determine revenue was in most cases borrower certified, but unaudited, and neither the Mortgage Loan Sellers nor the Depositor verified their accuracy. 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 securing a Wachovia Mortgage Loan, Wachovia 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, (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. In addition, in some instances, Wachovia recharacterized as capital expenditures those items reported by borrowers as operating expenses (thus increasing ‘‘net cash flow’’) where Wachovia de termined appropriate.
The amounts described as revenue and expense in the two preceding paragraphs are often highly subjective values. For example, when calculating revenue or expense for a Mortgaged Property securing a Wachovia Mortgage Loan, Wachovia may make assumptions regarding projected rental income, expenses and/or occupancy, including, without limitation, one or more of the following:
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• | the assumption that a particular tenant at a Mortgaged Property has executed a lease, but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy and commence paying rent on a future date; |
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• | the assumption that an unexecuted lease that is currently being negotiated with respect to a particular tenant at a Mortgaged Property or is out for signature will be executed and in place on a future date; |
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• | the assumption that a portion of currently vacant and unleased space at a Mortgaged Property will be leased at current market rates and consistent with occupancy rates of comparable properties in the subject market; |
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• | the assumption that certain rental income that is to be payable commencing on a future date under a signed lease, but where the subject tenant is in an initial rent abatement or free rent period or has not yet taken occupancy, will be paid commencing on such future date; |
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• | assumptions regarding the probability of renewal or extension of particular leases and/or the re-leasing of certain space at a Mortgaged Property and the anticipated effect on capital and re-leasing expenditures; |
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• | assumptions regarding the costs and expenses, including leasing commissions and tenant improvements, associated with leasing vacant space or releasing occupied space at a future date; |
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• | assumptions regarding future increases or decreases in expenses, or whether certain expenses are capital expenses or should be treated as expenses which are not recurring; and |
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• | various additional lease-up assumptions and other assumptions regarding the payment of rent not currently being paid. |
There is no assurance that the foregoing assumptions made with respect to any prospective multifamily or commercial mortgage loan will, in fact, be consistent with actual property performance. Accordingly, based on such subjective assumptions and analysis, there can be no assurance that the underwriting analysis of any particular Wachovia Mortgage Loan will conform to the foregoing descriptions in every respect or to any similar analysis which may be performed by other persons or entities.
DSC Ratios and LTV Ratios. Generally, the DSC Ratios for Wachovia Mortgage Loans will be equal to or greater than 1.20x; provided, however, exceptions may be made when consideration is given to circumstances particular to the Mortgage Loan, the related Mortgaged Property, LTV Ratio, reserves or other factors. For example, Wachovia may originate a Mortgage Loan with a DSC Ratio below 1.20x based on, among other things, the amortization features of the Mortgage Loan (for example, if the Mortgage Loan provides for relatively rapid amortization) the type of tenants and leases at the Mortgaged Property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, Wachovia’s judgment of improved property and/or market performance in the future and/or other relevant factors.
Generally, the LTV Ratio for Wachovia Mortgage Loans will be equal to or less than 80%; provided, however, exceptions may be made when consideration is given to circumstances particular to the Mortgage Loan, the related Mortgaged Property, debt service coverage, reserves or other factors. For example, Wachovia may originate a Mortgage Loan with an LTV Ratio above 80% based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for relatively rapid amortization), the type of tenants and leases at the related Mortgaged Property, the taking of additional collateral such as reserves, letters of credit and/or guarante es, Wachovia’s judgment of improved property and/or performance in the future and/or other relevant factors.
While the foregoing discussion generally reflects how calculations of DSC Ratios and LTV Ratios are made, it does not necessarily reflect the specific calculations made to determine the DSC Ratio and the LTV Ratio disclosed in this prospectus supplement. For specific details on the calculations of the DSC Ratio and the LTV Ratio, see ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ and ‘‘RISK FACTORS—The Mortgage Loans—Risks Related to Property Inspections and Certain Assumptions in Appraisals’’ in this prospectus supplement.
Additional Debt. When underwriting a multifamily or commercial mortgage loan. Wachovia will take into account whether the mortgaged property and/or direct or indirect interest in a related borrower are encumbered by additional debt and will analyze the likely effect of that additional debt on repayment of the subject mortgage loan. It is possible that Wachovia or an affiliate will be the lender on that additional debt, and may either sell such debt to an unaffiliated third party or hold it in inventory.
The DSC Ratios and LTV Ratios described above under ‘‘DESCRIPTION OF THE MORTGAGE POOL—The Sponsor—Wachovia’s Underwriting Standards—DSC Ratios and LTV Ratios’’ may be significantly below 1.20x and significantly above 80%, respectively, when calculated taking into account the existence of additional debt secured by the related real property collateral or directly or indirectly by equity interests in the related borrower.
Assessments of Property Condition. As part of the underwriting process, Wachovia will analyze the condition of the real property collateral for a prospective multifamily or commercial mortgage loan. To
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aid in that analysis, Wachovia may, subject to certain exceptions, inspect or retain a third party to inspect the property and will in most cases obtain the property assessments and reports described below.
Appraisals. Wachovia will, in most cases, require that the real property collateral for a prospective multifamily or commercial mortgage loan be appraised by a state certified appraiser, an appraiser belonging to the Appraisal Institute, a membership association of professional real estate appraisers, or an otherwise qualified appraiser. In addition, Wachovia will generally require that those appraisals be conducted in accordance with the Uniform Standards of Professional Appraisal Practices developed by The Appraisal Foundation, a not-for-profit organization established by the appraisal profession. Furthermore, the appraisal report will usually include or be accompanied by a separate letter that includes a statement by the appraiser that the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 were fol lowed in preparing the appraisal. In some cases, however, Wachovia may establish the value of the subject real property collateral based on a cash flow analysis, a recent sales price or another method or benchmark of valuation.
Environmental Assessment. Wachovia may require a Phase I environmental assessment with respect to the real property collateral for a prospective multifamily or commercial mortgage loan. However, when circumstances warrant, Wachovia may utilize an update of a prior environmental assessment, a transaction screen or a desktop review. Alternatively, Wachovia might forego an environmental assessment in limited circumstances, such as when it has obtained the benefits of an environmental insurance policy or an environmental guarantee. Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint and lead in drinking water will usually be conducted only at multifamily rental properties and only when Wachovia o r the environmental consultant believes that special circumstances warrant such an analysis.
Depending on the findings of the initial environmental assessment, Wachovia may require additional record searches or environmental testing, such as a Phase II environmental assessment with respect to the real property collateral.
Engineering Assessment. In connection with the origination process, Wachovia may require that an engineering firm inspect the real property collateral for any prospective multifamily or commercial mortgage loan to assess the structure, exterior walls, roofing, interior structure and/or mechanical and electrical systems. Based on the resulting report, Wachovia will determine the appropriate response, if any, to any recommended repairs, corrections or replacements and any identified deferred maintenance.
Seismic Report. If the subject real property collateral consists of improvements located in California or in seismic zones 3 or 4, Wachovia may require a report to establish the probable maximum or bounded loss for the improvements at the property as a result of an earthquake. If that loss is in excess of 20% of the estimated replacement cost for the improvements at the property. Wachovia may require retrofitting of the improvements or that the borrower obtain earthquake insurance if available at a commercially reasonable price. It should be noted, however, that because the seismic assessments may not necessarily have used the same assumptions in assessing probable maximum loss, it is possible that some of the real properties that were considered unlikely to experience a probable maximum loss in excess of 20% of estimated replacement cost might ha ve been the subject of a higher estimate had different assumptions been used.
Zoning and Building Code Compliance. In connection with the origination of a multifamily or commercial mortgage loan, Wachovia will generally consider whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions; surveys; recorded documents; temporary or permanent certificates of occupancy; letters from government officials or agencies; title insurance endorsements; engineering or consulting reports; and/or representations by the related borrower.
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Where a property as currently operated is a permitted nonconforming use and/or structure and the improvements may not be rebuilt to the same dimensions or used in the same manner in the event of a major casualty, Wachovia will consider whether—
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• | any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring; |
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• | casualty insurance proceeds together with the value of any additional collateral would be available in an amount estimated by Wachovia to be sufficient to pay off the related mortgage loan in full; |
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• | the real property collateral, if permitted to be repaired or restored in conformity with current law, would in Wachovia’s judgment constitute adequate security for the related mortgage loan; |
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• | a variance or other similar change in applicable zoning restrictions is potentially available, or whether the applicable governing entity is likely to enforce the related limitations; and/or |
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• | to require the related borrower to obtain law and ordinance insurance. |
While the foregoing discussion generally reflects how calculations of DSC Ratios are made, it does not necessarily reflect the specific calculations made to determine the DSC Ratio disclosed in this prospectus supplement. For specific details on the calculations of DSC Ratio in this prospectus supplement, see ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ in this prospectus supplement.
Escrow Requirements. Generally, Wachovia 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 Wachovia are as follows:
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• | 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 mileage rate) are required to provide Wachovia with sufficient funds to satisfy all taxes and assessments. Wachovia may waive this escrow requirement under certain circumstances. |
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• | Insurance—If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide Wachovia with sufficient funds to pay all insurance premiums. Wachovia may waive this escrow requirement under certain circumstances. |
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• | 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. Wachovia may waive this escrow requirement under certain circumstances. |
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• | 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, Wachovia 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. Wachovia may waive this escrow requirement under certain circumstances. |
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• | Tenant Improvement/Lease Commissions—In most cases, various tenants have lease expirations within the Wachovia Mortgage Loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the Wachovia Mortgage Loan and/or during the related 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. |
Furthermore, Wachovia may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed. In some cases, Wachovia may determine that establishing an escrow or reserve is not warranted given the
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amounts that would be involved and Wachovia’s evaluation of the ability of the Mortgaged Property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.
Barclays Capital Real Estate Inc.
General
Barclays Capital Real Estate Inc. (‘‘BCRE’’), a Delaware corporation formed in 2004, is an indirect, wholly-owned subsidiary of Barclays Bank PLC. The executive offices of BCRE are located at 200 Park Avenue, New York, New York 10166. BCRE’s telephone number is (212) 412-4000.
BCRE’s primary business is the underwriting, origination, purchase and sale of mortgage and mezzanine loans secured by commercial or multifamily properties. BCRE began originating and securitizing commercial mortgage loans in 2004. As of December 31, 2006, the total amount of mortgage loans originated by BCRE since 2004 was approximately $17.8 billion, of which approximately $6 billion has been securitized primarily by third-party unaffiliated entities acting as depositor.
The commercial mortgage loans originated by BCRE include both fixed and floating rate mortgage loans. BCRE primarily originates mortgage loans secured by retail, office, hotel, multifamily, industrial and self storage properties, but also originates loans secured by manufactured housing, movie theaters, parking garages and land, among other property types. BCRE and its affiliates also originate subordinate and mezzanine debt and participate in the origination of mortgage loans with other mortgage loan sellers.
As a sponsor, BCRE originates or acquires mortgage loans and, together with other sponsors or mortgage loan sellers or on its own, initiates the securitization of those mortgage loans by transferring them to a securitization depositor, which in turn transfers them to the issuing entity for the related securitization. BCRE is an affiliate of Barclays Capital Inc., one of the underwriters. In coordination with its broker-dealer affiliate, Barclays Capital Inc., and other underwriters, BCRE works with rating agencies, investors, mortgage loan sellers and servicers in structuring the securitization transaction. BCRE acts as a sponsor and mortgage loan seller in transactions in which other entities act as sponsor or mortgage loan seller. Multiple seller transactions in which BCRE has participated include certain 2004 series of certificates whereby J.P. Morgan Chase Commercial Mortgage Securities Corp. was the depositor and certain 2005, 2006 and 2007 series of certif icates issued under the Banc of America Commercial Mortgage Inc., Credit Suisse First Boston Mortgage Securities Corp., Citigroup Commercial Mortgage Securities Inc., Deutsche Mortgage & Asset Receiving Corporation, GE Commercial Mortgage Corporation and Wachovia Bank programs.
The following table sets forth information with respect to originations and securitizations of commercial and multifamily mortgage loans by BCRE for the three years ending on December 31, 2006.
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Year | ![]() | ![]() | Total BCRE Loans(1)(2) | ![]() | ![]() | Total BCRE Securitized Loans(1)(2) | ||||||
2004 | ![]() | ![]() | ![]() | $ | 3.0 | ![]() | ![]() | ![]() | ![]() | $ | 0.4 | ![]() |
2005 | ![]() | ![]() | ![]() | $ | 7.0 | ![]() | ![]() | ![]() | ![]() | $ | 2.6 | ![]() |
2006 | ![]() | ![]() | ![]() | $ | 7.8 | ![]() | ![]() | ![]() | ![]() | $ | 3.0 | ![]() |
Total | ![]() | ![]() | ![]() | $ | 17.8 | ![]() | ![]() | ![]() | ![]() | $ | 6.0 | ![]() |
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(1) | Approximate amounts in billions. |
(2) | BCRE Loans means all loans originated or purchased by BCRE in the relevant year. Loans originated in a given year that were not securitized in that year generally were held for securitization in the following year. Securitized Loans include both fixed rate and floating rate loans and loans included in both public and private securitizations. |
BCRE’s Underwriting Standards. Generally, all of the BCRE mortgage loans were originated by BCRE. In each case, the mortgage loans generally will have been underwritten in accordance with BCRE’s general underwriting standards and guidelines as set forth below. Each lending situation is unique, however, and the facts and circumstances surrounding each mortgage loan, such as the quality,
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tenancy, and location of the real estate collateral, and the sponsorship of the borrower, will impact the extent to which the general underwriting standards and guidelines are applied to a specific mortgage loan. The underwriting criteria are general and there is no assurance that every mortgage loan will comply in all respects with the general underwriting standards and guidelines, and in many cases exceptions to one or more of these standards and guidelines apply. Accordingly, no representation is made that every mortgage loan will comply in all respects with the general underwriting standards and guidelines set forth below.
Mortgage Loan Analysis. The underwriter for each mortgage loan is required to conduct a review of the related mortgaged property, generally including, but not limited to, an analysis of the historical property operating statements, if applicable, rent rolls and current and historical real estate taxes, a review of tenant leases, and an analysis of the appraisal, engineering report, seismic report, if applicable, and environmental report. The credit and background of the borrower and certain key principals of the borrower are examined for financial strength and character prior to approval of the loan. This analysis generally includes a review of historical financial statements (which are generally unaudited), historical income tax returns of the borrower and its principals, third-party credit reports and judgment, lien, bankruptcy and pending litig ation searches. Depending on the type of real property collateral involved and other relevant circumstances, the credit of key tenants also may be examined as part of the underwriting process. Generally, a member of the BCRE group visits the property for a site inspection to confirm occupancy and ascertain the overall quality and competitiveness of the property, including its physical attributes, neighborhood market, accessibility, visibility and demand generators. BCRE sometimes retains outside consultants to assist in its underwriting. As part of its underwriting procedures, BCRE generally also obtains certain third party reports or other documents in connection with various assessments and appraisals, such as assessments relating to property value and condition, environmental conditions and zoning and building code compliance.
Debt Service Coverage Ratio and LTV Ratio. BCRE’s underwriting standards generally require a minimum debt service coverage ratio of 1.20x and a maximum LTV ratio of 80%. However, these requirements constitute solely guidelines, and exceptions to these guidelines may be approved based on the individual characteristics of the mortgage loan. The debt service coverage ratio guidelines set forth above are calculated based on anticipated underwritten net cash flow at the time of origination. Therefore, the debt service coverage ratio for each mortgage loan as reported elsewhere in this prospectus supplement may differ from the amount determined at the time of origination. In addition, BCRE’s underwriting standards generally permit a maximum amortization period of 30 years. However, certain loans may provide for an interest-only period during all or a portion of the term of the mortgage loan.
Escrow Requirements. BCRE generally, but not in all cases, requires a borrower to fund various escrows for taxes and insurance, and may also require reserves for deferred maintenance, re-tenanting expenses and capital expenses. In some cases, the borrower is permitted to post a letter of credit or guaranty, or provide periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed, in lieu of funding a given escrow or reserve. BCRE conducts a case-by-case analysis to determine the need for a particular escrow or reserve. Consequently, the aforementioned escrows and reserves are not established for every multifamily and commercial mortgage loan originated by BCRE.
Earnouts and Additional Collateral Loans. Some of the mortgage loans are sometimes additionally secured by cash reserves or irrevocable letters of credit that will be released upon satisfaction by the borrower of leasing-related or other conditions, including, in some cases, achieving specified debt service coverage ratios or loan-to-value ratios.
Additional Debt. Certain mortgage loans may have or permit in the future certain additional subordinate debt, either secured or unsecured. It is possible that BCRE or an affiliate will be the lender on that additional debt. The combined debt service coverage and loan-to-value ratios may be below 1.20x and above 80%, respectively, based on the existence of additional debt secured by the real property collateral or directly or indirectly by equity interests in the related borrower.
Loan Approval. Prior to commitment and funding, all mortgage loans to be originated by BCRE must be approved by a loan committee comprised of one or more (depending on the loan size) senior real
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estate professionals from BCRE and must be approved by representatives from the bank’s credit department. The loan committee may either approve a mortgage loan as recommended, request additional due diligence, modify the loan terms, or decline a mortgage loan.
Servicing. BCRE currently contracts with third party servicers to service the mortgage loans that it originates or acquires. Third party servicers are assessed based upon the credit quality of the servicing institution. Servicers may be reviewed for their systems and reporting capabilities, collection procedures and ability to provide loan-level data. In addition, BCRE may conduct background checks, meet with senior management to determine whether the servicer complies with industry standards or otherwise monitor the servicer on an ongoing basis. BCRE does not act as a servicer of the mortgage loans in its securitizations.
The Depositor
Wachovia Commercial Mortgage Securities, Inc., a North Carolina corporation, is the Depositor. The Depositor is a wholly-owned subsidiary of Wachovia Bank, National Association, a national banking association, which is a wholly-owned subsidiary of Wachovia Corporation, a North Carolina corporation. The Depositor purchases commercial mortgage loans and interests in commercial mortgage loans for the purpose of selling such commercial mortgage loans and interests to trusts created in connection with the securitization of pools of assets and does not engage in any activities unrelated thereto.
The Depositor remains responsible under the Pooling and Servicing Agreement for providing the Master Servicer, Special Servicer and Trustee with certain information and other assistance requested by those parties and reasonably necessary to performing their duties under the Pooling and Servicing Agreement. The Depositor also remains responsible for mailing notices to the Certificateholders upon the appointment of certain successor entities under the Pooling and Servicing Agreement.
Significant Obligors
The Ashford Hospitality Pool 5 Loan represents 10.7% of the Cut-Off Date Pool Balance (13.6% of the Cut-Off Date Group 1 Balance). The borrowers under the Ashford Hospitality Pool 5 Loan are Ashford Durham I LLC and Ashford Durham II LLC, as tenants in common, Ashford Bridgewater Hotel Partnership, LP, Ashford Market Center LP, Ashford Flagstaff, LP and Ashford Bucks County LLC. See ‘‘—Twenty Largest Mortgage Loans’’ in this prospectus supplement and the description of the Ashford Hospitality Pool 5 Loan in Annex D to this prospectus supplement.
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’’.
Eighty-three (83) of the Mortgage Loans (the ‘‘Wachovia Mortgage Loans’’), representing 83.6% of the Cut-Off Date Pool Balance (74 Mortgage Loans in Loan Group 1 or 87.7% of the Cut-Off Date Group 1 Balance and 9 Mortgage Loans in Loan Group 2 or 68.3% of the Cut-Off Date Group 2 Balance), were originated or acquired by Wachovia.
Twenty-six (26) of the Mortgage Loans (the ‘‘BCRE Mortgage Loans’’), representing 16.4% of the Cut-Off Date Pool Balance (18 Mortgage Loans in Loan Group 1 or 12.3% of the Cut-Off Date Group 1 Balance and 8 Mortgage Loans in Loan Group 2 or 31.7% of the Cut-Off Date Group 2 Balance), were originated by BCRE.
Wachovia has no obligation to repurchase or substitute any of the BCRE Mortgage Loans. BCRE has no obligation to repurchase or substitute any of the Wachovia 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 BCRE Mortgage Loans contained in or used in the preparation of this prospectus supplement is as underwritten by BCRE.
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Originators
Each of the Mortgage Loan Sellers are originators with respect to this offering.
Assignment of the Mortgage Loans; Repurchases and Substitutions
On the Closing Date, the Depositor will acquire the Mortgage Loans from each Mortgage Loan Seller and will simultaneously transfer the Mortgage Loans, without recourse, to the Trustee for the benefit of the Certificateholders.
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In connection with the above-described transfers, 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 orig inal 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 inform ation) 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
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insurance policy; (ix) any filed copies (bearing evidence of filing) or other evidence of filing satisfactory to the Trustee of any UCC financing statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller; (x) an original assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable Mortgage Loan Seller in the relevant jurisdiction; (xi) the original or copy of any ground lease, memorandum of ground lease, ground lessor estoppel, environmental insurance policy, indemnity or guaranty relating to such Mortgage Loan; (xii) any intercreditor agreement relating to permitted debt (including mezzanine debt) of the mortgagor; (xiii) copies of any loan agreement, escrow agreement, or security agreement relating to such Mortgage Loan; (xiv) copies of franchise agreements and franchisor comfort letters, if any, for hospitality properties and any applicable transfer or assignment documents; and (xv) a copy of any letter of credit and related transfer documents related to such Mortgage Loan.
As provided in the Pooling and Servicing Agreement, the Trustee or a Custodian on its behalf is required to review each Mortgage File within a specified period following its receipt thereof. If any of the documents described in the preceding paragraph is found during the course of such review to be missing from any Mortgage File or defective, and in either case such omission or defect materially and adversely affects the value of the applicable Mortgage Loan, the interest of the Trust Fund or the interests of any Certificateholder, the applicable Mortgage Loan Seller, if it does not deliver the document or cure the defect (other than omissions solely due to a document not having been returned by the related recording office) within a period of 90 days following such Mortgage Loan Seller’s receipt of notice thereof, will be obligated pursuant to the applicable Mortgage Loan Purchase Agreement (the relevant rights under which will be assigned by the Deposito r 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 Pu rchase 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 provi ded, further, no such document omission or defect (other than with respect to the Mortgage Note, the Mortgage, the title insurance policy, the ground lease, any letter of credit, any franchise agreement, comfort letter and comfort letter transfer document (the ‘‘Core Material Documents’’)) will be considered to materially and adversely affect the interests of the Certificateholders in, or the value of, the affected Mortgage Loans unless the document with respect to which the document omission or defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third-party with respect to the Mortgage Loan, establishing the validity or priority of any lien or any collateral securing the Mortgage Loan or for any immediate significant servicing obligation. With respect to material document defects other than those involving the Core Material Documents, any applicable cure period may be extended if the document involved is not needed imminently. Such extension will end upon 30 days notice of such need as reasonably determined by the Master Servicer or Special Servicer (with a possible 30 day extension if the Master Servicer or Special Servicer agrees that the applicable Mortgage Loan Seller is diligently pursuing a cure). All material document defects regardless of the document involved will be cured no later than 2 years after the Closing Date; provided, however, the initial 90-day cure period described herein will not be reduced.
The foregoing repurchase or substitution obligation constitutes the sole remedy available to the Certificateholders and the Trustee for any uncured failure to deliver, or any uncured defect in, a
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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. The Pooling and Servicing Agreement requires that the Trustee take the actions necessary to maintain the security interest of the Trust Fund in the Mortgage Loans.
Wells Fargo Bank is acting as custodian of the Mortgage Files pursuant to the Pooling and Servicing Agreement. In that capacity, Wells Fargo Bank is responsible for holding and safeguarding the Mortgage Notes and other contents of the Mortgage Files on behalf of the Trustee and the Certificateholders. Wells Fargo Bank maintains each Mortgage File in a separate file folder marked with a unique bar code to assure loan level file integrity and to assist in inventory management. Files are segregated by transaction and/or issuer. Wells Fargo Bank has been engaged in the mortgage document custody business for more than 25 years. Wells Fargo Bank maintains its commercial document custody facilities in Minneapolis, Minnesota. As of December 31, 2006, Wells Fargo Bank was acting as custodian of more than 45,000 commercial mortgage loan files.
A ‘‘Qualified Substitute Mortgage Loan’’ is a mortgage loan which must, on the date of substitution: (i) have an outstanding Stated Principal Balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the deleted Mortgage Loan; (vi) have an original loan-to-value ratio not higher than that of the deleted Mortgage Loan and a current loan-to-value ratio not higher than the then current loan-to-value ratio of the deleted Mortgage Loan; (vii) comply as of the date of substitution with all of the representations and warranties set forth in the 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 (or, if there is no Controlling Class Representative then serving, by the holders of Certificates representing a majority of the voting rights allocated to the Controlling Class); (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
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Mortgage Loan, the applicable Mortgage Loan Seller will be required to certify that such Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee.
Representations and Warranties; Repurchases and Substitutions
In each Mortgage Loan Purchase Agreement, the applicable Mortgage Loan Seller has represented and warranted with respect to each Mortgage Loan (subject to certain exceptions specified in each Mortgage Loan Purchase Agreement), as of the Closing Date, or as of such other date specifically provided in the representation and warranty, among other things, generally that:
(i) the information set forth in the schedule of Mortgage Loans attached to the applicable Mortgage Loan Purchase Agreement (which contains certain of the information set forth in Annex A-1 to this prospectus supplement) was true and correct in all material respects as of the Cut-Off Date;
(ii) as of the date of its origination, such Mortgage Loan complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan;
(iii) immediately prior to the sale, transfer and assignment to the Depositor, the applicable Mortgage Loan Seller had good and marketable title to, and was the sole owner of, each Mortgage Loan, and is transferring the Mortgage Loan free and clear of any and all liens, pledges, charges, security interests or any other ownership interests of any nature encumbering such Mortgage Loan;
(iv) the proceeds of such Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder by the mortgagee;
(v) each related Mortgage Note. Mortgage, assignment of leases, if any, and other agreements executed in connection with such Mortgage Loan is the legal, valid and binding obligation of the related mortgagor (subject to any nonrecourse provisions therein and any state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except (a) that certain provisions contained in such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but neither the application of any such laws to any such provision nor the inclusion of any such provision renders any of the Mortgage Loan documents invalid as a whole and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby, and (b) as such enforcement may be limited by bankruptcy, insolven cy, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(vi) as of the date of its origination, there was no valid offset, defense, counterclaim, abatement or right to rescission with respect to any of the related Mortgage Notes, Mortgage(s) or other agreements executed in connection therewith, and, as of the Cut-Off Date, there was no valid offset, defense, counterclaim or right to rescission with respect to such Mortgage Note, Mortgage(s) or other agreements, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges and the applicable Mortgage Loan Seller has no knowledge of any such rights, defenses or counterclaims having been asserted;
(vii) each related assignment of Mortgage and assignment of leases from the applicable Mortgage Loan Seller to the Trustee constitutes the legal, valid and binding first priority assignment from such Mortgage Loan Seller (subject to the customary limitations set forth in (v) above);
(viii) the related Mortgage is a valid and enforceable first lien on the related Mortgaged Property except for the exceptions set forth in paragraph (v) above and (a) the lien of current real property taxes, ground rents, water charges, sewer rents and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially and adversely interferes with the
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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 Mortgag e or with the mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (e) the right of tenants (whether under ground leases, space leases or operating leases) at the Mortgaged Property to remain following a foreclosure or similar proceeding (provided that such tenants are performing under such leases) and (f) if such Mortgage Loan is cross-collateralized with any other Mortgage Loan, the lien of the Mortgage for such other Mortgage Loan, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property;
(ix) all real estate taxes and governmental assessments, or installments thereof, which would be a lien on the Mortgaged Property and that prior to the Cut-Off Date have become delinquent in respect of the related Mortgaged Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established;
(x) as of the date of origination, there was no proceeding pending, and subsequent to that date, the applicable Mortgage Loan Seller has not received notice of any pending or threatening proceeding for the condemnation of all or any material portion of such Mortgaged Property;
(xi) each Mortgaged Property was covered by (1) a fire and extended perils included within the classification ‘‘All Risk of Physical Loss’ policy in an amount (subject to a customary deductible) at least equal to the lesser of the replacement cost of improvements located on such Mortgaged Property, with no deduction for depreciation, or the outstanding principal balance of the Mortgage Loan and in any event, the amount necessary to avoid the operation of any co-insurance provisions; (2) business interruption or rental loss insurance in an amount at least equal to 12 months of operations of the related Mortgaged Property; and (3) comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property in an amount customarily required by prudent commercial mortgage lenders, but not less than $1 million; such insurance is required by the Mortgage or related Mortgage Loan documents and was in full force and effect with respect to each related Mortgaged Property at origination and to the knowledge of the Mortgage Loan Seller, all insurance coverage required under each Mortgage is in full force and effect with respect to each Mortgaged Property; and no notice of termination or cancellation with respect to any such insurance policy has been received by the Mortgage Loan Seller; except for certain amounts not greater than amounts which would be considered prudent by a commercial mortgage lender with respect to a similar Mortgage Loan and which are set forth in the related Mortgage, any insurance proceeds in respect of a casualty loss, will be applied either to the repair or restoration of the related Mortgaged Property with mortgagee or a third-party custodian acceptable to mortgagee having the right to hold and disburse the proceeds as the repair or restoration progresses, other than with respect to amounts that are customarily a cceptable to commercial and multifamily mortgage lending institutions, or the reduction of the outstanding principal balance of the Mortgage Loan and accrued interest thereon; to the Mortgage Loan Seller’s knowledge, the insurer with respect to each policy is qualified to do business in the relevant jurisdiction to the extent required; the insurance policies contain a standard mortgagee clause or names the mortgagee, its successors and assigns as loss payees in the case of property insurance policies and additional insureds in the case of liability insurance policies and provide that
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they are not terminable and may not be reduced without 30 days prior written notice to the mortgagee (or, with respect to non-payment of premiums, 10 days prior written notice to the mortgagee) or such lesser period as prescribed by applicable law; and each Mortgage requires that the mortgagor maintain insurance as described above or permits the mortgagee to require insurance as described above;
(xii) other than payments due but not yet 30 days or more delinquent, 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, 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;
(xiii) as of the Closing Date, each Mortgage Loan was not, and in the prior 12 months (or since the date of origination if such Mortgage Loan has been originated within the past 12 months), has not been, 30 days or more past due in respect of any Scheduled Payment;
(xiv) one or more environmental site assessments or updates thereof were performed by an environmental consulting firm independent of the applicable Mortgage Loan Seller and the applicable Mortgage Loan Seller’s affiliates with respect to each related Mortgaged Property during the 18-month period preceding the origination of the related Mortgage Loan, and the applicable Mortgage Loan Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s) referenced herein, has no actual knowledge and has received no notice of any material and adverse environmental condition or circumstance affecting such Mortgaged Property that was not disclosed in such report(s); and
(xv) an appraisal of the related Mortgaged Property was conducted in connection with the origination of such Mortgage Loan; and such appraisal satisfied either (A) the requirements of the ‘‘Uniform Standards of Professional Appraisal Practice’’ as adopted by the ‘‘Appraisal Standards Board of the Appraisal Professional Appraisal Practice’’ as adopted by the Appraisal Standards Board of the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, in either case as in effect on the date such Mortgage Loan was originated.
In the case of a breach of any of the representations and warranties in any Mortgage Loan Purchase Agreement that materially and adversely affects the value of a Mortgage Loan (or in the case of certain representations and warranties, is deemed to materially and adversely affect 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 applicable Mortgage Loan Purchase Agreement (the relevant rights under which have been assigned by the Depositor to the Trustee) to either substitute a Qualified Substitute Mortgage Loan and pay any Substitution Shortfall Amount or to repurchase the affected Mortgage Loan within such 90-day period at the applicable Purchase Price; provided that unless the breach would cause the Mortgage Loan not to be a qualified mortgage within the meaning of Section 860G(a)(3) of the Code, the applicable Mortgage Loan Seller generally has an additional 90-day period to cure such breach if it is diligently proceeding with such cure. Each Mortgage Loan Seller is solely responsible for its repurchase or substitution obligation, and such obligations will not be the responsibility of the Depositor.
The foregoing substitution or repurchase obligation constitutes the sole remedy available to the Certificateholders and the Trustee for any uncured breach of any Mortgage Loan Seller’s representations and warranties regarding its Mortgage Loans. There can be no assurance that the applicable Mortgage Loan Seller will have the financial resources to repurchase any Mortgage Loan at any particular time. Each Mortgage Loan Seller is the sole warranting party in respect of the Mortgage Loans sold by such Mortgage Loan Seller to the Depositor, and none of the Depositor nor any of such party’s affiliates (except with respect to Wachovia Bank, National Association in its capacity as a Mortgage Loan Seller)
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will be obligated to substitute or repurchase any such affected Mortgage Loan in connection with a breach of a Mortgage Loan Seller’s representations and warranties if such Mortgage Loan Seller defaults on its obligation to do so.
With respect to any Mortgage Loan which has become a Defaulted Mortgage Loan under the Pooling and Servicing Agreement or with respect to which the related Mortgaged Property has been foreclosed and which is the subject of a repurchase claim under the related Mortgage Loan Purchase Agreement, the Special Servicer with the consent of the Controlling Class Representative will be required to notify the related Mortgage Loan Seller in writing of its intention to sell such Defaulted Mortgage Loan or such foreclosed Mortgaged Property at least 45 days prior to commencing any such action. Such Mortgage Loan Seller shall have 10 business days to determine whether or not to consent to such sale. If such Mortgage Loan Seller does not consent to such sale, the Special Servicer shall contract with a third-party set forth in the Pooling and Servicing Agreement (a ‘‘Determination Party’’) as to the merits of such sale. If the related Determination Party determines that the proposed sale is reasonable, given the circumstances, and subsequent to such sale, a court of competent jurisdiction determines that such Mortgage Loan Seller was liable under the related Mortgage Loan Purchase Agreement and required to repurchase such Defaulted Mortgage Loan or REO Property in accordance with the terms thereof, then such Mortgage Loan Seller will be required to pay an amount equal to the difference (if any) between the proceeds of the related action and the price at which such Mortgage Loan Seller would have been obligated to pay had such Mortgage Loan Seller repurchased such Defaulted Mortgage Loan or REO Property in accordance with the terms thereof which shall generally include the costs related to contracting with the Determination Party. In the event that (a) the Special Servicer ignores the determination of the Determination Party and liquidates the related Defaulted Mortgage Loan or REO Property and/or (b) a court of competent jurisdiction determines that such Mortgage Loan Seller was not obligated to repurchase the related Defaulted Mortgage or REO Property, the costs of contracting with the Determination Party will constitute Additional Trust Fund Expenses, and the Mortgage Loan Seller will not be liable for any such difference.
Repurchase or Substitution of Cross-Collateralized Mortgage Loans
If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described above in ‘‘—Assignment of the Mortgage Loans; Repurchases and Substitutions’’ or ‘‘—Representations and Warranties; Repurchases and Substitutions’’, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (each a ‘‘Crossed Loan’’ and, collectively, a ‘‘Crossed Group’’), and (iii) the applicable document omission or defect (a ‘‘Defect’’) or breach of a representation and warranty (a ‘‘Breach’’) does not constitute a Defect or Breach, as the case may be, as to each other Crossed Loan in such Crossed Group (without regard to this paragraph), then the applicable Defect or Breach, as the case may be, will be deemed to constitute a Defect or Breach, as the case may 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 immed iately 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 Cross ed 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
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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 ca n 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 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 th at 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 SEC within fifteen days after the initial issuance of the Offered Certificates.
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SERVICING OF THE MORTGAGE LOANS
General
The Master Servicer and the Special Servicer, either directly or through sub-servicers, are required to service and administer the Mortgage Loans for the benefit of the Certificateholders, and the Companion Loans for the benefit of the holders of such Companion Loans, in accordance with applicable law, the terms of the Pooling and Servicing Agreement, the terms of the related Intercreditor Agreement, if applicable, and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans, to the extent consistent with the foregoing, (a) in the same manner in which, and with the same care, skill, prudence and diligence with which, the Master Servicer or the Special Servicer, as the case may be, generally services and administers similar mortgage loans with similar borrowers (i) for other third parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own loans, or (ii) held in its own portfolio, whichever standard is higher, (b) with a view to the maximization of the recovery on such Mortgage Loans on a net present value basis and the best interests of the Certificateholders and the Trust Fund or, if a Co-Lender Loan and its related Companion Loan(s) (a ‘‘Loan Pair’’) are involved, with a view towards the maximization of recovery on such Loan Pair to the Certificateholders, the holder of the related Companion Loan and the Trust Fund (as a collective whole, taking into account that the Subordinate Companion Loans are subordinate to the related Mortgage Loans 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 ot her 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 Maste r Servicer or the Special Servicer or any affiliate thereof has extended to any obligor or any affiliate thereof on a Mortgage Note (the foregoing referred to as the ‘‘Servicing Standard’’).
The Master Servicer and the Special Servicer may appoint sub-servicers with respect to the Mortgage Loans and Companion Loans; provided that the Master Servicer and the Special Servicer will remain obligated under the Pooling and Servicing Agreement for the servicing of the Mortgage Loans. The Trust Fund will not be responsible for any fees owed to any sub-servicer retained by the Master Servicer or the Special Servicer. Each sub-servicer retained thereby will be reimbursed by the Master Servicer or the Special Servicer, as the case may be, for certain expenditures which it makes, generally to the same extent the Master Servicer or the Special Servicer would be reimbursed under the Pooling and Servicing Agreement.
Set forth below, following the subsection captioned ‘‘—Certain Special Servicing Provisions’’, is a description of certain pertinent provisions of the Pooling and Servicing Agreement relating to the servicing of the Mortgage Loans and the Companion Loans. Reference is also made to the 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 i n 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
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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. Under the terms of the Pooling and Servicing Agreement, if a successor to the Master Servicer is not appointed, the Trustee will function as the Master Servicer until a successor is appointed. See ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certain Matters Regarding the Master Servicer and the Depositor’’ in the accompanying prospectus.
With respect to any Loan Pair, the Companion Loan for which is included in a securitization trust that is subject to the provisions of Regulation AB of the Securities Act, the Master Servicer, Special Servicer. Trustee and any subservicer will be required to provide such reports and information and otherwise take such commercially reasonable actions with respect to such Companion Loan as is necessary for the Depositor, Issuing Entity, Master Servicer, Special Servicer and Trustee to comply with all requirements of Regulation AB of the Securities Act.
The Master Servicer
Wachovia Bank, National Association, will act as the master servicer (in such capacity, the ‘‘Master Servicer’’) under the Pooling and Servicing Agreement. The Master Servicer is a national banking association organized under the laws of the United States of America and is a wholly-owned subsidiary of Wachovia Corporation. The Master Servicer has been servicing commercial and multifamily mortgage loans in excess of ten years. The Master Servicer’s primary servicing system runs on McCracken Financial Solutions software, Strategy CS. The Master Servicer reports to trustees in the CMSA format. The Master Servicer’s principal servicing offices are located at NC 1075, 8739 Research Drive URP4, Charlotte, North Carolina 28262. The table below sets forth information about the Master Servicer’s portfolio of mas ter or primary serviced commercial and multifamily mortgage loans as of the dates indicated:
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Commercial and Multifamily Mortgage Loans | ![]() | ![]() | As of December 31, 2004 | ![]() | ![]() | As of December 31, 2005 | ![]() | ![]() | As of December 31, 2006 | ![]() | ![]() | As of September 30, 2007 | ||||||||||||
By Approximate Number | ![]() | ![]() | ![]() | ![]() | 15,531 | ![]() | ![]() | ![]() | ![]() | ![]() | 17,641 | ![]() | ![]() | ![]() | ![]() | ![]() | 20,725 | ![]() | ![]() | ![]() | ![]() | ![]() | 24,157 | ![]() |
By Approximate Aggregate Unpaid Principal Balance (in Billions) | ![]() | ![]() | ![]() | $ | 141.3 | ![]() | ![]() | ![]() | ![]() | $ | 182.5 | ![]() | ![]() | ![]() | ![]() | $ | 262.1 | ![]() | ![]() | ![]() | ![]() | $ | 345.2 | ![]() |
Within this portfolio, as of September 30, 2007, are approximately 20,582 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $285 billion related to commercial mortgage-backed securities or commercial real estate collateralized debt obligation securities.
In addition to servicing loans related to commercial mortgage-backed securities and commercial real estate collateralized debt obligation securities, the Master Servicer also services whole loans for itself and a variety of investors. The properties securing loans in the Master Servicer’s servicing portfolio as of September 30, 2007, were located in all 50 states, the District of Columbia, Guam, Mexico, the Bahamas, the Virgin Islands, the Cayman Islands and Puerto Rico and include retail, office, multifamily, industrial, hospitality and other types of income-producing properties.
The Master Servicer utilizes a mortgage-servicing technology platform with multiple capabilities and reporting functions. This platform allows the Master Servicer to process mortgage servicing activities including but not limited to: (i) performing account maintenance; (ii) tracking borrower communications; (iii) tracking real estate tax escrows and payments, insurance escrows and payments, replacement reserve escrows and operating statement data and rent rolls; (iv) entering and updating transaction data; and (v) generating various reports.
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The table below sets forth information regarding the aggregate amount of principal and interest advances and servicing advances (i) made by the Master Servicer on commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations master serviced by the Master Servicer and (ii) outstanding as of the dates indicated:
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Date | ![]() | ![]() | Approximate Securitized Master Serviced Portfolio (UPB)* | ![]() | ![]() | Approximate Outstanding Advances (P&I and PPA)* | ![]() | ![]() | Approximate Outstanding Advances as % of UPB | |||||||||
December 31, 2004 | ![]() | ![]() | ![]() | $ | 113,159,013,933 | ![]() | ![]() | ![]() | ![]() | $ | 129,858,178 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.1 | % |
December 31, 2005 | ![]() | ![]() | ![]() | $ | 142,222,662,628 | ![]() | ![]() | ![]() | ![]() | $ | 164,516,780 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.1 | % |
December 31, 2006 | ![]() | ![]() | ![]() | $ | 201,283,960,215 | ![]() | ![]() | ![]() | ![]() | $ | 162,396,491 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.1 | % |
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* | ‘‘UPB’’ means unpaid principal balance, ‘‘P&I’’ means principal and interest advances and ‘‘PPA’’ means property protection advances. |
The Master Servicer is rated by Fitch and S&P as a primary servicer and master servicer. The Master Servicer’s ratings by each of these agencies is outlined below:
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![]() | ![]() | Fitch | ![]() | ![]() | S&P | |
Primary Servicer | ![]() | ![]() | CPS2+ | ![]() | ![]() | Strong |
Master Servicer | ![]() | ![]() | CMS2 | ![]() | ![]() | Strong |
The short-term debt ratings of Wachovia Bank, National Association are ‘‘A-1+’’ by S&P, ‘‘P-1’’ by Moody’s and ‘‘F1+’’ by Fitch.
The Master Servicer has developed policies, procedures and controls relating to its servicing functions to maintain compliance with applicable servicing agreements and servicing standards, including procedures for handling delinquent loans during the period prior to the occurrence of a special servicing transfer event.
The Master Servicer’s servicing policies and procedures are updated periodically to keep pace with the changes in the commercial mortgage-backed securities industry and have been generally consistent for the last three years in all material respects. The only significant changes in the Master Servicer’s policies and procedures have come in response to changes in federal or state law or investor requirements, such as updates issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation. The Master Servicer may perform any of its obligations under the Pooling and Servicing Agreement through one or more third-party vendors, affiliates or subsidiaries. The Master Servicer may engage third-party vendors to provide technology or process efficiencies. The Master Servicer monitors its third-party vendors in compliance with its internal procedures and applicable law. The Master Servicer has entered into contracts with third - -party vendors for the following functions:
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• | monitoring and applying interest rate changes with respect to adjustable rate mortgage loans in accordance with loan documents; |
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• | provision of Strategy and Strategy CS software; |
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• | identification, classification, imaging and storage of documents; |
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• | analysis and determination of amounts to be escrowed for payment of taxes and insurance; |
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• | entry of rent roll information and property performance data from operating statements; |
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• | tracking and reporting of flood zone changes; |
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• | tracking, maintenance and payment of rents due under ground leases; |
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• | abstracting of insurance requirements contained in loan documents; |
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• | comparison of insurance certificates to insurance requirements contained in loan documents and reporting of expiration dates and deficiencies, if any; |
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• | abstracting of leasing consent requirements contained in loan documents; |
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• | legal representation; |
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• | assembly of data regarding buyer and seller (borrower) with respect to proposed loan assumptions and preparation of loan assumption package for review by the Master Servicer; |
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• | maintenance and storage of letters of credit; |
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• | tracking of anticipated repayment dates for loans with such terms; |
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• | reconciliation of deal pricing, tapes and annexes prior to securitization; |
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• | entry of new loan data and document collection; |
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• | initiation of loan payoff process and provision of payoff quotes; |
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• | printing, imaging and mailing of statements to borrowers; |
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• | performance of property inspections; |
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• | performance of tax parcel searches based on property legal description, monitoring and reporting of delinquent taxes, and collection and payment of taxes; |
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• | review of financial spreads performed by sub-servicers; |
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• | review of borrower requests for disbursements from reserves for compliance with loan documents, which are submitted to the Master Servicer for approval; and |
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• | performance of UCC searches and filing of UCCs. |
The Master Servicer may also enter into agreements with certain firms to act as a primary servicer and to provide cashiering or non-cashiering sub-servicing on certain loans. Bank of America, N.A. will be the primary servicer with respect to the BCRE Mortgage Loans and in this capacity will be responsible for certain servicing and administrative functions under a sub-servicing agreement with the Master Servicer. See ‘‘SERVICING OF THE MORTGAGE LOANS—Bank of America, N.A. as a Primary Servicer’’ in this prospectus supplement.
Generally, all amounts received by the Master Servicer on the Mortgage Loans are initially deposited into a common clearing account with collections on other mortgage loans serviced by the Master Servicer and are then allocated and transferred to the appropriate account within the time described in this prospectus supplement. On the day any amount is to be disbursed by the Master Servicer, that amount is transferred to a common disbursement account prior to disbursement.
The Master Servicer will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans. On occasion, the Master Servicer may have custody of certain of such documents as necessary for enforcement actions involving Mortgage Loans or otherwise. To the extent the Master Servicer performs custodial functions as the master servicer, documents will be maintained in a manner consistent with the Servicing Standard. Custodial functions will be performed by the Trustee as described under ‘‘DESCRIPTION OF THE MORTGAGE POOL—Assignment of the Mortgage Loans; Repurchases and Substitutions’’ in this prospectus supplement.
There are no legal proceedings pending against Wachovia Bank, National Association, or to which any property of Wachovia Bank, National Association is subject, that are material to the Certificateholders, nor does Wachovia Bank, National Association have actual knowledge of any proceedings of this type contemplated by governmental authorities.
The information set forth herein regarding the Master Servicer has been provided by Wachovia Bank, National Association.
Bank of America, N.A. as a Primary Servicer
Bank of America, N.A. will be the primary servicer for all of the BCRE Mortgage Loans that are included in the Trust Fund, and will perform its duties as primary servicer pursuant to a primary servicing agreement entered into with the Master Servicer. The primary servicing agreement will require Bank of America, N.A. to perform its obligations under the primary servicing agreement in a manner which is generally consistent with the pooling and servicing agreement. The principal servicing offices of Bank of America, N.A. are located at 900 West Trade Street, Suite 650, NC1-026-06-01, North Carolina 28255, and the telephone number is (704) 386-5478.
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The Special Servicer
CWCapital Asset Management LLC (‘‘CWCAM’’), a Massachusetts limited liability company, will initially be appointed as Special Servicer for the Mortgage Pool. The principal servicing offices of CWCAM are located at 701 Thirteenth Street, NW, Suite 1000, Washington, D.C. 20005 and its telephone number is (202) 715-9500. CWCAM and its affiliates are involved in the real estate investment, finance and management business, including:
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• | originating commercial and multifamily real estate loans; |
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• | investing in high yielding real estate loans and other commercial real estate debt instruments; and |
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• | investing in, surveilling and managing as special servicer, unrated and non investment grade rated securities issued pursuant to CMBS and CRE CDO transactions. |
CWCAM was organized in June 2005. In July of 2005, it acquired Allied Capital Corporation’s special servicing operations and replaced Allied Capital Corporation as special servicer for all transactions for which Allied Capital Corporation served as special servicer. In February 2006, an affiliate of CWCAM merged with CRIIMI MAE, Inc. (‘‘CMAE’’) and the special servicing operations of CRIIMI MAE Services L.P., the special servicing subsidiary of CMAE, were consolidated into the special servicing operations of CWCAM. An affiliate or affiliates of CWCAM may acquire certain of the Non Offered Certificates. CWCAM is a wholly-owned subsidiary of CW Financial Services LLC. CWCAM 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 CWCAM and its affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the mortgaged real properties for tenants, purchasers, financing and so forth.
Because CWCAM was not formed until June 2005, CWCAM did not serve as special servicer for any CMBS pools as of December 31, 2004. As of December 31, 2005, CWCAM acted as special servicer with respect to 25 domestic CMBS pools containing approximately 3,670 loans secured by properties throughout the United States with a then current face value in excess of $32 billion. As of December 31, 2006, CWCAM acted as special servicer with respect to 94 domestic and 2 Canadian CMBS pools containing approximately 11,100 loans secured by properties throughout the United States and Canada with a then current face value in excess of $108.7 billion. Those loans include commercial mortgage loans secured by the same types of income producing properties as those securing the Mortgage Loans backing the Certificates.
CWCAM has three offices (Washington, D.C., Rockville, Maryland and Needham, Massachusetts) and CWCAM provides special servicing activities for investments in over 88 markets throughout the United States. As of December 31, 2006, CWCAM had 57 employees responsible for the special servicing of commercial real estate assets. As of December 31, 2006, within the CMBS pools described in the preceding paragraph, 162 assets were actually in special servicing. The assets owned or managed by CWCAM and its affiliates may, depending upon the particular circumstances, including the nature and location of such assets, compete with the mortgaged real properties securing the underlying Mortgage Loans for tenants, purchasers, financing and so forth. CWCAM does not service or manage any assets other than commercial and multifamily real estate assets.
Since its formation, policies and procedures of special servicing at CWCAM have been adopted from the best practices of the Allied Capital Corporation and CRIIMI MAE Services L.P., operations that it has acquired. These policies and procedures for the performance of its special servicing obligations among other things in compliance with applicable servicing criteria set forth in Item 1122 of Regulation AB of the Securities Act, including managing delinquent loans and loans subject to the bankruptcy of the borrower. Standardization and automation have been pursued, and continue to be pursued, wherever possible so as to provide for continued accuracy, efficiency, transparency, monitoring and controls.
CWCAM occasionally engages consultants to perform property inspections and to provide close surveillance on a property and its local market; it currently does not have any plans to engage sub-servicers to perform on its behalf any of its duties with respect to this transaction. CWCAM does not believe that its financial condition will have any adverse effect on the performance of its duties under the
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Pooling and Servicing Agreement and, accordingly, will not have any material impact on the mortgage pool performance or the performance of the Certificates. CWCAM does not have any material primary principal and interest advancing obligations with respect to the CMBS pools as to which it acts as special servicer and only has primary property protection advancing obligations for one CMBS pool.
CWCAM will not have primary responsibility for custody services of original documents evidencing the underlying Mortgage Loans. On occasion, CWCAM may have custody of certain of such documents as necessary for enforcement actions involving particular Mortgage Loans or otherwise. To the extent that CWCAM has custody of any such documents, such documents will be maintained in a manner consistent with the servicing standard.
There are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against CWCAM or of which any of its property is the subject, that is material to the Certificateholders.
CWCAM is not an affiliate of the Depositor, the Trust Fund, the Master Servicer or the Trustee. There are no specific relationships involving or relating to this transaction or the underlying Mortgage Loans between CWCAM or any of its affiliates, on the one hand, and the Depositor, the Master Servicer or the Trust Fund, on the other hand, that currently exist or that existed during the past two years. In addition, there are no business relationships, agreements, arrangements, transactions or understandings that have been entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party—apart from the subject securitization transaction—between CWCAM or any of its affiliates, on the one hand, and the Depositor, the Master Servicer or the Trust Fund, on the other hand, that currently exist or that existed during the past two years and that are material to an i nvestor’s understanding of the Offered Certificates.
No securitization transaction involving commercial or multifamily mortgage loans in which CWCAM was acting as special servicer has experienced an event of default as a result of any action or inaction performed by CWCAM as special servicer. In addition, there has been no previous disclosure of material non compliance with servicing criteria by CWCAM with respect to any other securitization transaction involving commercial or multifamily mortgage loans in which CWCAM was acting as special servicer. From time to time, CWCAM and its affiliates may be parties to lawsuits and other legal proceedings arising in the ordinary course of business. CWCAM does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to service as special servicer.
The information set forth herein regarding the Special Servicer has been provided by CWCAM.
Certain Special Servicing Provisions
With respect to the Mortgage Loans, the Pooling and Servicing Agreement permits the holder (or holders) of the majority of the Voting Rights allocated to the Controlling Class to replace the Special Servicer and to select a representative (the ‘‘Controlling Class Representative’’) who may advise the Special Servicer and whose approval is required for certain actions by the Special Servicer under certain circumstances. With respect to the Winn-Dixie Headquarters/Manufacturing Facility—Jacksonville, Florida Loan or the Winn-Dixie Distribution Center—Orlando, Florida Loan, if the related Pari Passu Companion Loan is included in a securitization, the rights of the Controll ing Class Representative to advise on certain servicing actions will be shared with the controlling class representative with respect to such securitization. The rights of the controlling class representatives are as described in ‘‘SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative’’ in this prospectus supplement. 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. 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
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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, if no Class of Sequential Pay Certificates satisfies clause (ii) above, the Controlling Class shall be the outstanding Class of Sequential Pay Certificates bearing the latest payment priority. The Class A-1, Class A-2, Class A-PB, Class A-3 and Class A-1A Certificates will be tre ated as one Class for purposes of determining the Controlling Class.
The Special Servicer is responsible for servicing and administering any Mortgage Loan or Companion Loan as to which (a) the related mortgagor has (i) failed to make any Balloon Payment; provided, however, if the borrower continues to make its Assumed Scheduled Payment and diligently pursues refinancing, a Servicing Transfer Event shall not occur until 60 days following such default (or, if the Master Servicer has, within 60 days after the Due Date of such Balloon Payment, received written evidence from an institutional lender of such lender’s binding commitment (which is reasonably acceptable to the Special Servicer and the Controlling Class Representative has given its consent (which consent shall be deemed denied if not granted within 10 Business Days)) to refinance such Mortgage Loan, 120 days following such default) (provided that if such refinancing does not occur during such time specified in the commitment, a Servicing Transfer Event will be deemed to have occurred), or (ii) failed to make when due any Periodic Payment (other than a Balloon Payment), and such failure has continued unremedied for 60 days; (b) the Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the Controlling Class Representative) has determined, in its good faith reasonable judgment and in accordance with the Servicing Standard, based on communications with the related mortgagor, that a default in making a Periodic Payment (including a Balloon Payment) or any other default under the applicable Mortgag e 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 would continue unremedied beyond the applicable grace period under the terms of the Mortgage Loan (or, if no grace period is specified, for 60 days; provided that a default that would give rise to an acceleration right without any grace period shall be deemed to have a grace period equal to zero) is likely to occur and is likely to remain unremedied for at least 60 days; (c) there shall have occurred a default (other than as described in clause (a) above and, in certain circumstances, the failure to maintain insurance for terrori st 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; 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 bankrup tcy, 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
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placement of such insurance coverage (unless the circumstances giving rise to such forced placement of such insurance coverage have otherwise been cured and the Master Servicer has been reimbursed for any Servicing Advances made in connection with the forced placement of such insurance coverage); or (h) the Master Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to the related Mortgaged Property (each event described in clauses (a) through (h) above, a ‘‘Servicing Transfer Event’’).
In general, as long as a Co-Lender Loan is owned by the Trust Fund, each related Companion Loan will be serviced and administered under the Pooling and Servicing Agreement as if it were a Mortgage Loan and the holder of the related promissory note were a Certificateholder. If a Companion Loan becomes specially serviced, then the Co-Lender Loan will become a Specially Serviced Mortgage Loan. If a Co-Lender Loan becomes a Specially Serviced Mortgage Loan, then the related Companion Loan will become a Specially Serviced Mortgage Loan.
If any amounts due under a Co-Lender Loan or the related Subordinate Companion Loan are accelerated after an event of default under the applicable Mortgage Loan documents, or in the case of certain defaults under the related Mortgage Loan documents, the holder of any related Subordinate Companion Loan will generally be entitled to purchase the related Mortgage Loan at the price described under ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans’’ in this prospectus supplement.
If a Servicing Transfer Event occurs with respect to any Mortgage Loan or a related Companion Loan, the Master Servicer is in general required to transfer its servicing responsibilities with respect to such Mortgage Loan and Companion Loan to the Special Servicer. Notwithstanding such transfer, the Master Servicer will continue to receive payments on such Mortgage Loan and/or Companion Loan (including amounts collected by the Special Servicer), to make certain calculations with respect to such Mortgage Loan and Companion Loan, and to make remittances (including, if necessary, P&I Advances, as described in the Pooling and Servicing Agreement) and prepare certain reports to the Trustee with respect to such Mortgage Loan. If title to the related Mortgaged Property is acquired by the Trust Fund (upon acquisition, an ‘‘REO Property’ ’), whether through foreclosure, deed in lieu of foreclosure or otherwise, the Special Servicer will continue to be responsible for the management thereof.
Mortgage Loans and Companion Loans serviced by the Special Servicer, together with any REO Properties are referred to in this prospectus supplement as ‘‘Specially Serviced Mortgage Loans’’. The Master Servicer has no responsibility for the Special Servicer’s performance of its duties under the Pooling and Servicing Agreement.
A Mortgage Loan or Companion Loan will cease to be a Specially Serviced Mortgage Loan (and will become a ‘‘Corrected Mortgage Loan’’ as to which the Master Servicer will re-assume servicing responsibilities):
(a) with respect to the circumstances described in clause (a) of the definition of Servicing Transfer Event, when the related borrower has made three consecutive full and timely Periodic Payments under the terms of such Mortgage Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related borrower or by reason of a modification, waiver or amendment granted or agreed to by the Special Servicer);
(b) with respect to any of the circumstances described in clauses (b), (d), (e) and (f) of the definition of Servicing Transfer Event, when such circumstances cease to exist in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described in clauses (d), (e) and (f) no later than the entry of an order or decree dismissing such proceeding;
(c) with respect to the circumstances described in clause (c) of the definition of Servicing Transfer Event, when such default is cured; and
(d) with respect to the circumstances described in clause (h) of the definition of Servicing Transfer Event, when such proceedings are terminated;
so long as at that time no other Servicing Transfer Event then exists and provided no additional default is foreseeable in the reasonable good faith judgment of the Special Servicer.
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The Master Servicer (or, in certain limited cases with respect to Specially Serviced Mortgage Loans, the Special Servicer), either directly or through sub-servicers, will direct the deposit, transfer and disbursement of collections on the Mortgage Loans consistent with the Servicing Standard. Account activity will not generally be independently audited or verified. See ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certificate Account’’ and ‘‘—Collection and Other Servicing Procedures’’ in the attached prospectus.
Compensation and Payment of Expenses
The Master Servicer, the Special Servicer and the Trustee will be entitled to payment of certain fees as compensation for its services performed under the Pooling and Servicing Agreement. Certain additional fees and costs payable by the related Mortgagors are allocable to the Master Servicer, the Special Servicer and the Trustee, but such amounts are not payable from amounts that the Trust Fund is entitled to receive.
The table below summarizes the related fees and expenses to be paid from the assets of the Trust Fund and the recipient, general purpose and frequency of payments for those fees and expenses:
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Type / Recipient(1) | ![]() | ![]() | Amount | ![]() | ![]() | Source(2) | ![]() | ![]() | Frequency |
Fees | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||
Master Servicing Fee / Master Servicer and Primary Servicer | ![]() | ![]() | With respect to the pool of Mortgage Loans (other than Specially Serviced Mortgage Loans) in the Trust Fund, one-twelfth of the product of the related annual Master Servicing Fee Rate(3) calculated on the outstanding principal amount of the pool of Mortgage Loans in the Trust Fund. With respect to each mortgage loan for which a primary servicer acts as primary servicer, a portion of the master servicing fee is payable to that primary servicer. | ![]() | ![]() | First, out of recoveries of interest with respect to that Mortgage Loan and then, if the related Mortgage Loan and any related REO Property has been liquidated, out of general collections on deposit in the Certificate Account. | ![]() | ![]() | Monthly |
Additional Master Servicing Compensation / Master Servicer and Primary Servicer(4) | ![]() | ![]() | Prepayment Interest Excesses, net of Prepayment Interest Shortfalls, on underlying Mortgage Loans that are the subject of a principal prepayment in full or in part after its due date in any collection period. | ![]() | ![]() | Interest payments made by the related borrower intended to cover interest accrued on the subject principal prepayment with respect to the related Mortgage Loan during the period from and after the related Due Date. | ![]() | ![]() | Time to time |
![]() | ![]() | All interest and investment income earned on amounts on deposit in the collection account. | ![]() | ![]() | Interest and investment income related to the subject accounts (net of investment losses). | ![]() | ![]() | Monthly |
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Type / Recipient(1) | ![]() | ![]() | Amount | ![]() | ![]() | Source(2) | ![]() | ![]() | Frequency |
![]() | ![]() | All interest and investment income earned on amounts on deposit in the servicing accounts and reserve accounts, to the extent not otherwise payable to the borrower. | ![]() | ![]() | Interest and investment income related to the subject accounts (net of investment losses). | ![]() | ![]() | Monthly | |
![]() | ![]() | Late payment charges and default interest actually collected with respect to any Mortgage Loan in the Trust Fund during any collection period; but only to the extent that such late payment charges and default interest accrued while it was a non-specially serviced Mortgage Loan and are not otherwise allocable to pay the following items with respect to the related Mortgage Loan: (i) interest on advances; or (ii) Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout Fees) currently payable or previously paid with respect to the related Mortgage Loan or Mor tgaged Property from collections on the mortgage pool and not previously reimbursed. | ![]() | ![]() | Payments of late payment charges and default interest made by borrowers with respect to the underlying Mortgage Loans. | ![]() | ![]() | Time to time | |
Special Servicing Fee / Special Servicer | ![]() | ![]() | With respect to each Mortgage Loan that is being specially serviced or as to which the related Mortgaged Property has become an REO Property, one-twelfth of the product of the annual Special Servicing Fee Rate(5) computed on the basis of the same principal amount in respect of which any related interest payment is due on such Mortgage Loan or REO Loan. | ![]() | ![]() | Out of general funds on deposit in the Certificate Account | ![]() | ![]() | Monthly |
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Type / Recipient(1) | ![]() | ![]() | Amount | ![]() | ![]() | Source(2) | ![]() | ![]() | Frequency |
Workout Fee / Special Servicer | ![]() | ![]() | With respect to each Mortgage Loan that is a worked-out Mortgage Loan, the Workout Fee Rate of 1.00% multiplied by all payments of interest and principal received on the subject Mortgage Loan for so long as it remains a Corrected Mortgage Loan. | ![]() | ![]() | Out of each collection of interest (other than default interest), principal, and prepayment consideration received on the related Mortgage Loan. | ![]() | ![]() | Time to time |
Liquidation Fee / Special Servicer | ![]() | ![]() | With respect to any Specially Serviced Mortgage Loan for which the Special Servicer obtains a full or partial payment of any liquidation proceeds an amount calculated by application of a liquidation fee rate of 1.00% to the related payment or proceeds (exclusive of default interest). | ![]() | ![]() | Out of the full, partial or discounted payoff obtained from the related borrower and/or liquidation proceeds (exclusive of any portion of that payment or proceeds that represents a recovery of default interest) in respect of the related Specially Serviced Mortgage Loan or related REO Property, as the case may be.(6) | ![]() | ![]() | Time to time |
Additional Special Servicing Compensation / Special Servicer | ![]() | ![]() | All interest and investment income earned on amounts on deposit in the Special Servicer’s REO accounts. | ![]() | ![]() | Interest and investment income related to the subject accounts (net of investment losses). | ![]() | ![]() | Time to time |
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Type / Recipient(1) | ![]() | ![]() | Amount | ![]() | ![]() | Source(2) | ![]() | ![]() | Frequency |
![]() | ![]() | Late payment charges and default interest actually collected with respect to any Mortgage Loan, but only to the extent such late payment charges and default interest (a) accrued with respect to that Mortgage Loan while it was specially serviced or after the related mortgaged property became an REO Property and (b) are not otherwise allocable to pay the following items with respect to the related Mortgage Loan or REO Property: (i) interest on advance, or (ii) Additional Trust Fund Expenses (exclusive of special servicing fees, liquidation fees and workout fees) currently payable or previously paid with respect to the related Mortgage Loan, Mortgaged Property or REO Property from collections on the mortgage pool and not previously reimbursed. | ![]() | ![]() | Late payment charges and default interest actually collected in respect of the underlying Mortgage Loans. | ![]() | ![]() | Time to time | |
Additional Servicing Compensation / Master Servicer (or Primary Servicer, if applicable) and/or Special Servicer | ![]() | ![]() | All modification fees, assumption fees, defeasance fees and other application fees actually collected on the Mortgage Loans.(7) | ![]() | ![]() | Related payments made by borrowers with respect to the related Mortgage Loans. | ![]() | ![]() | Monthly |
Trustee Fee / Trustee | ![]() | ![]() | With respect to each Distribution Date, an amount equal to one-twelfth of the product of the annual Trustee Fee Rate(8) calculated on the outstanding principal amount of the pool of Mortgage Loans in the Trust Fund. | ![]() | ![]() | Out of general funds on deposit in the Distribution Account. | ![]() | ![]() | Monthly |
Additional Trustee Compensation / Trustee | ![]() | ![]() | All interest and investment income earned on amounts on deposit in the Distribution Account, the Interest Reserve Account, the Additional Interest Account and the Gain-On-Sale Reserve Account. | ![]() | ![]() | Interest and investment income related to the subject accounts (net of investment losses). | ![]() | ![]() | Monthly |
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Type / Recipient(1) | ![]() | ![]() | Amount | ![]() | ![]() | Source(2) | ![]() | ![]() | Frequency |
Expenses | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||
Servicing Advances / Master Servicer, Special Servicer or Trustee | ![]() | ![]() | To the extent of funds available, the amount of any servicing advances. | ![]() | ![]() | First, from funds collected with respect to the related Mortgage Loan and then out of general funds on deposit in the Certificate Account, subject to certain limitations, and, under certain circumstances, from collections on the related Companion Loan. | ![]() | ![]() | Time to time |
Interest on Servicing Advances / Master Servicer, Special Servicer or Trustee | ![]() | ![]() | At a rate per annum equal to the Reimbursement Rate calculated on the number of days the related Advance remains unreimbursed. | ![]() | ![]() | First, out of default interest and late payment charges on the related Mortgage Loan and then, after or at the same time that advance is reimbursed, out of any other amounts then on deposit in the Master Servicer’s Certificate Account, and, under certain circumstances, from collections on the related Companion Loan. | ![]() | ![]() | Monthly |
P&I Advances / Master Servicer and Trustee | ![]() | ![]() | To the extent of funds available, the amount of any P&I Advances. | ![]() | ![]() | First, from funds collected with respect to the related Mortgage Loan and then out of general funds on deposit in the Certificate Account, subject to certain limitations. | ![]() | ![]() | Time to time |
Interest on P&I Advances / Master Servicer and Trustee | ![]() | ![]() | At a rate per annum equal to Reimbursement Rate. | ![]() | ![]() | First, out of default interest and late payment charges on the related Mortgage Loan and then, after or at the same time that advance is reimbursed, out of any other amounts then on deposit in the Master Servicer’s Certificate Account. | ![]() | ![]() | Monthly |
Indemnification Expenses / Depositor, Master Servicer, Special Servicer or Trustee and any director, officer, employee or agent of any of the foregoing parties | ![]() | ![]() | Amount to which such party is entitled for indemnification under the Pooling and Servicing Agreement. | ![]() | ![]() | Out of general funds on deposit in the Certificate Account, subject to certain limitations. | ![]() | ![]() | Time to time |
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(1) | If the Trustee succeeds to the position of Master Servicer, it will be entitled to receive the same fees and expenses of the Master Servicer described in this prospectus supplement. Any change to the fees and expenses described in this prospectus supplement would require an amendment to the Pooling and Servicing Agreement. Sec ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Amendment’’ in the accompanying prospectus. |
(2) | Unless otherwise specified, the fees and expenses shown in this table are paid (or retained by the Master Servicer or the Trustee in the case of amounts owed to any of them) prior to distributions on the Certificates. |
(3) | The Master Servicing Fee for each Mortgage Loan will range, on a loan-by-loan basis, from 0.07000% per annum to 0.10000% per annum, as described in this ‘‘—Compensation and Payment of Expenses’’ section. |
(4) | The Master Servicer will be entitled to the indicated amounts with respect to the Mortgage Loans. However, with respect to each Mortgage Loan for which a primary servicer acts as primary servicer, that primary servicer will be entitled to all or a portion of the indicated amount that is otherwise payable to the Master Servicer. See ‘‘—Bank of America, N.A. as a Primary Servicer’’ in this prospectus supplement. |
(5) | The Special Servicing Fee Rate for each Mortgage Loan will equal 0.25% per annum, as described in this ‘‘—Compensation and Payment of Expenses’’ section. |
(6) | Circumstances as to when a Liquidation Fee is not payable are set forth in this ‘‘—Compensation and Payment of Expenses’’ section. |
(7) | Allocable between the Master Servicer and the Special Servicer as provided in the Pooling and Servicing Agreement. |
(8) | The Trustee Fee Rate will equal 0.0015% per annum, as described in this prospectus supplement under ‘‘DESCRIPTION OF THE CERTIFICATES—The Trustee’’. |
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 Mortgage 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 Mortgage 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 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 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 0.07000% to 0.10000%. As of the Cut-Off Date, the weighted average Master Servicing Fee Rate will be approximately 0.09098% per annum. The Master Servicer will not be entitled to receive a separate fee with respect to a Companion Loan unless such fee is expressly set forth in the related Intercreditor Agreement. Otherwise, all references in this section to ‘‘Mortgage Loans’’ will include the Companion Loans unless otherwise specified.
Bank of America, N.A. will be entitled to a primary servicing fee with respect to the Mortgage Loans for which it is the primary servicer. The rate at which the primary servicing fee for each Mortgage Loan accrues is included in the Master Servicing Fee Rate for each of those Mortgage Loans.
The principal compensation to be paid to the Special Servicer in respect of its special servicing activities is the Special Servicing Fee (together with the Master Servicing Fee, the ‘‘Servicing Fees’’) and, under the circumstances described in this prospectus supplement, Liquidation Fees and Workout Fees. The ‘‘Special Servicing Fee’’ is calculated on the basis of a 360-day year consisting of twelve 30-day months, accrues at a rate (the ‘‘Special Servicing Fee Rate’’) equal to 0.25% per annum, and is computed on the basis of the same principal amount respecting which any related interest payment due on such Specially Serviced Mortgage Loan or REO Mortgage Loan, as the case may be, is paid. 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.
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The Special Servicer is entitled to a ‘‘Liquidation Fee’’ with respect to each Specially Serviced Mortgage Loan, which Liquidation Fee generally will be in an amount equal to 1.00% of all whole or partial cash payments of Liquidation Proceeds (as defined in the accompanying Prospectus) received in respect thereof; provided, however, in no event shall the Liquidation Fee be payable to the extent a Workout Fee is payable concerning the related cash payments. However, no Liquidation Fee will be payable in connection with, or out of, insur ance proceeds, condemnation proceeds or Liquidation Proceeds (as defined in the accompanying Prospectus) resulting from, the purchase of any Specially Serviced Mortgage Loan (i) by any Mortgage Loan Seller (as described in this prospectus supplement under ‘‘DESCRIPTION OF THE MORTGAGE POOL—Assignment of the Mortgage Loans; Repurchases and Substitutions’’ and ‘‘—Representations and Warranties; Repurchases and Substitutions’’) within the time period specified therein, (ii) by the Master Servicer, the Special Servicer, the Depositor or the Majority Subordinate Certificateholder as described in this prospectus supplement under ‘‘DESCRIPTION OF THE CERTIFICATES—Termination’’ or (iii) in certain other limited circumstances.
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 for so long as it remains a Corrected Mortgage Loan. 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 no t 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.
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 Loa n (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) 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 0.01% 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
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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.
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) relat ed to such Mortgage Loan has been paid and not previously reimbursed to the Trust Fund, such late payment charges or default interest will be used to reimburse the Trust Fund for such payment of interest or Additional Trust Fund Expenses. In addition, each of the Master Servicer and the Special Servicer is authorized to invest or direct the investment of funds held in those accounts maintained by it that relate to the Mortgage Loans or REO Properties, as the case may be, in certain short-term United States government securities and certain other permitted investment grade obligations, and the Master Servicer and the Special Servicer each will be entitled to retain any interest or other income earned on such funds held in those accounts maintained by it, but shall be required to cover any losses on investments of funds held in those accounts maintained by it, from its own funds without any right to reimbursement, except in certain limited circumstances described in the Pooling and Servicing Agreement.
Each of the Master Servicer and Special Servicer is, in general, required to pay all ordinary expenses incurred by it in connection with its servicing activities under the Pooling and Servicing Agreement, including the fees and any additional servicing compensation 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 ‘&ls quo;—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 during the Collection Period in which such reimbursement is made and then from general collections on the Mortgage Loans then on deposit in the Certificate Account. In addition, to the extent the Master Servicer receives late payment charges or default interest on a Mortgage Loan for which interest on servicing expenses related to such Mortgage Loan has been paid from general collections on deposit in the Certificate Account and not previo usly reimbursed, such late payment charges or default interest will be used to reimburse the Trust Fund for such payment of interest.
Modifications, Waivers and Amendments
The Pooling and Servicing Agreement permits the Special Servicer (subject, with respect to the Co-Lender Loans, to certain rights of the holder of any related Companion Loan and subject to the Master Servicer’s right to approve certain transfers of the equity interests in the related borrowers and waivers regarding due-on-sale and due-on-encumbrance provisions for certain Mortgage Loans as described below) to modify, waive or amend any term of any Mortgage Loan if (a) it determines, in accordance with the Servicing Standard, that it is appropriate to do so and the Special Servicer determines that such modification, waiver or amendment is not ‘‘significant’’ within the meaning of Treasury Regulations Section 1.860G-2(b), and (b) except as described in the following paragraph, such
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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 su ch date, permit the transfer of (A) the related Mortgaged Property or any interest therein or (B) equity interests in the related borrower or an equity owner of the borrower that would result, in the aggregate during the term of the related Mortgage Loan, in a transfer greater than 49% of the total interest in the borrower and/or any equity owner of the borrower or a transfer of voting control in the borrower or an equity owner of the borrower without the prior written confirmation from each Rating Agency (as applicable) that such change will not result in the qualification, downgrade or withdrawal of the ratings then assigned to the Certificates, (v) allow any additional lien on the related Mortgaged Property if such Mortgage Loan is equal to or in excess of 2% of the then aggregate current principal balances of the Mortgage Loans or $20,000,000, is one of the ten largest Mortgage Loans by Stated Principal Balance as of such date, or with respect to S&P only, has an aggregate LTV that is equal to o r 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. As provided in the Pooling and Servicing Agreement, the Master Servicer may approve certain transfers of the equity interests in the related borrowers and waivers regarding due-on-sale or due-on-encumbrance provisions relating to Mortgage Loans with tenants-in-common borrowing entities, subject to the Servicing Standard, the related Mortgage Loan documents and certain limiting conditions as set forth in the Pooling and Servicing Agreement, including Rating Agency approval of any such waivers for Mortgage Loans with certain outstanding Stated Princi pal Balances and that meet certain other financial thresholds.
Notwithstanding clause (b) of the preceding paragraph and, with respect to the Co-Lender Loans, subject to certain rights of the holders of any related Companion Loan, the Special Servicer may (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with Controlling Class approval for up to two six-month extensions), and/or (v) accept a principal prepayment during any Lockout Period; provided that (x) the related borrower is in default with respect to the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment of the Special Servicer, such default by the borrower is reasonably foreseeable, (y) in the reasonable, good faith judgment of the Special Servicer, such modification would increase the recovery to Certificateholders (and any of 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 Lo an 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 the Class IO 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
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ground lease (and not also by the corresponding fee simple interest), extend the maturity date of such Mortgage Loan beyond a date which is 20 years prior to the expiration of the term of such ground lease or (iv) defer interest due on any Mortgage Loan in excess of 10% of the Stated Principal Balance of such Mortgage Loan or defer the collection of interest on any Mortgage Loan without accruing interest on such deferred interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan. The Special Servicer will have the ability, subject to the Servicing Standard described under ‘‘—General’’ above, to modify Mortgage Loans with respect to which default is reasonably foreseeable, but which are not yet in default.
The Special Servicer is required to notify the Trustee, the Master Servicer, the Controlling Class Representative and the Rating Agencies and, with respect to the Co-Lender Loans subject to certain rights of the holders of the related Companion Loans, of any material modification, waiver or amendment of any term of any Specially Serviced Mortgage Loan, and to deliver to the Trustee or the related Custodian (with a copy to the Master Servicer), for deposit in the related Mortgage File, an original counterpart of the agreement related to such modification, waiver or amendment, promptly (and in any event within ten business days) following the execution thereof. Copies of each agreement whereby any such modification, waiver or amendment of any term of any Specially Serviced Mortgage Loan is effected are required to be available for review during normal business hours at the offices of the Special Servicer. See ‘‘DESCRIPTION OF THE CERTIFICATES—Rep orts to Certificateholders; Available Information’’ in this prospectus supplement.
For any Mortgage Loan other than a Specially Serviced Mortgage Loan, and subject to the rights of the Special Servicer, and, with respect to the Co-Lender 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 activities 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 rights-of-way and easements and consents to subordination of the related Mortgage Loan to such non-material easements or rights-of-way 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 Mortgage 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, 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;
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(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;
(vii) any release of any reserves, escrows or letters of credit held in connection with performance or ‘‘earn-out’’ conditions;
(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 or, to the extent provided in the Pooling and Servicing Agreement, windstorm 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. American Capital Strategies, Ltd. will be the initial Controlling Class Representative.
In addition, the holders of the related Caplease Subordinate Companion Loans may exercise certain approval rights relating to modification of the related Caplease Subordinate Companion Loans that materially and adversely affects the holders of the related Caplease Subordinate Companion Loans prior to the expiration of the related repurchase period. In addition, the holders of the related Caplease Subordinate Companion Loans may exercise certain approval rights relating to a modification of the Caplease Loan or related Caplease Subordinate Companion Loans that materially and adversely affects the holders of the related Caplease Subordinate Companion Loans and certain other matters related to Defaulted Lease Claims. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans— The Caplease Loan—Servicing Provisions of the Caplease Intercreditor Agreement’’ in this prospectus supplement.
With respect to the A/B Loans, absent the existence of an A/B Loan Control Appraisal Period, the Controlling Class Representative will generally not be entitled to exercise the above-described rights, which rights will be exercisable by the holder of the most subordinate Subordinate Companion Loan. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans—Certain Information Relating to the A/B Loans’’ in this prospectus supplement.
Further, notwithstanding any of the rights of the holders of the Subordinate Companion Loans described above, generally no such rights contemplated by the prior paragraphs under this section may
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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, 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 obligation s 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 becomes a Defaulted Mortgage Loan, the Special Servicer to determine the fair value of the Mortgage Loan in accordance with the Servicing Standard. A ‘‘Defaulted Mortgage Loan’’ is a Mortgage Loan (i) that is delinquent 60 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; provided, however, if the borrower continues to make its Assumed Sch eduled Payment and diligently pursues refinancing, such Mortgage Loan shall not be considered a Defaulted Mortgage Loan until 60 days following such default (or, if the Master Servicer has, within 60 days after the Due Date of such Balloon Payment, received written evidence from an institutional lender of such lender’s binding commitment (which is reasonably acceptable to the Special Servicer and the Controlling Class Representative has given its consent (which consent shall be deemed denied if not granted within 10 Business Days)) to refinance such Mortgage Loan, 120 days following such default) (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, 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, see ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans—Certain Information Relating to the A/B Loans—Cure Purchase Rights’’ and ‘‘—Certain Information Relating to the Winn-Dixie Loans—Purchase Option’’) in this prospectus supplement (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
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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 15 days. If the Purchase Option is not exercised by the Special Servicer or its assignee within such 15 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 Maste r Servicer.
If title to any Mortgaged Property is acquired by the Trustee on behalf of the Certificateholders pursuant to foreclosure proceedings instituted by the Special Servicer or otherwise, the Special Servicer, after notice to the Controlling Class Representative, shall use its reasonable best efforts to sell any REO Property as soon as practicable in accordance with the Servicing Standard but prior to the end of the third calendar year following the year of acquisition, unless (i) the Internal Revenue Service grants an extension of time to sell such property (an ‘‘REO Extension’’) or (ii) it obtains an opinion of counsel generally to the effect that the holding of the property for more than 3 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 5 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, 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 th e 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; provided, further, 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
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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.
The Purchase Option with respect to each Mortgage Loan with a Subordinate Companion Loan is subject to the right of the holder of the related Subordinate Companion Loan to exercise its option to purchase the related Mortgage Loan following a default as described under ‘‘Description of the Mortgage Pool—Certain Information Relating to the Winn-Dixie Loans’’ and ‘‘—Certain Information Relating to the A/B Loans’’ in this prospectus supplement.
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 pe rform 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.
If the Trust Fund acquires a Mortgaged Property by foreclosure or deed-in-lieu of foreclosure upon a default with respect to a Mortgage Loan, the Pooling and Servicing Agreement provides that the Special Servicer, on behalf of the Trustee, must administer such Mortgaged Property so that the Trust Fund’s interest therein qualifies at all times as ‘‘foreclosure property’’ within the meaning of Code Section 860G(a)(8). The Pooling and Servicing Agreement also requires that any such Mortgaged Property be managed and operated by an ‘‘independent contractor,’’ within the meaning of applicable Treasury regulations, who furnishes or renders services to the tenants of such Mortgaged Property. Generally, REMIC I or an Early Defeasance Loan REMIC will not be taxable on income received with respect to a related Mortgaged Property to the extent that it constitutes ‘‘rents from real property,’’ within the meaning of Code Section 856(c)(3)(A) and Treasury regulations thereunder. ‘‘Rents from real property’’ do not include the portion of any rental based on the net income or gain of any tenant or sub-tenant. No determination has been made whether rent on any of the Mortgaged Properties meets this requirement. ‘‘Rents from real property’’ include charges for services customarily furnished or rendered in connection with the rental of real property, whether or not the charges are separately stated. Services furnished to the tenants of a particular building will be considered as customary if, in the geographic market in which the building is located, tenants in buildings which are of a similar class are customarily provided with the service. No determination has been made whether the services furnished to the tenants of the Mortgaged Properties are ‘‘customary’’ within the meaning of applicable regulations. It is therefore possible that a portion of the rental income with respect to a Mortgaged Property owned by REMIC I or an Early Defeasance Loan REMIC would not constitute ‘‘rents from real property,’’ or that all of such income would not qualify, if a separate charge is not stated for such services or they are not performed by an independent contractor. In addition to the foregoing, any net income from a trade or business operated or managed by an independent contractor on a Mortgaged Property owned by REMIC I or an Early Defeasance Loan REMIC, or gain on a sale of a Mortgaged Property (including condominium units to customers in the ordinary course of a trade or business), will not constitute ‘‘rents from real property’’. Any of the foregoing types of income may instead constitute ‘‘net income from foreclosure property’’, which would be taxable to REMIC I or an Early Defeasance Loan REMIC, at the highest marginal federal corporate rate (currently 35%) and may al so be subject to state or local taxes. Any such taxes would be chargeable against the related income for purposes of determining the proceeds available for
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distribution to holders of Certificates. The Pooling and Servicing Agreement provides that the Special Servicer will be permitted to cause REMIC I or an Early Defeasance Loan REMIC, to earn ‘‘net income from foreclosure property’’ that is subject to tax if it determines that the net after-tax benefit to Certificateholders and the holders of the related Companion Loans could reasonably be expected to result in a greater recovery than another method of operation or rental of the Mortgaged Property. See ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES’’ in this prospectus supplement.
Inspections; Collection of Operating Information
The Special Servicer is required to perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan; provided, however, with respect to inspections prepared by the Special Servicer, such expense will be payable first, out of penalty interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then at the Trust Fund’s expense. The Special Servicer and the Master Servicer each will be required to prepare a written report of each such inspection performed by it that describes the condition of the Mortgaged Property and that specifies the existence with respect thereto of any sale, transfer or abandonment or any material change in its condition or value.
The Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties or the Master Servicer with respect to all other Mortgage Loans is also required consistent with the Servicing Standard to collect from the related borrower and review the quarterly and annual operating statements of each Mortgaged Property and to cause annual operating statements to be prepared for each REO Property. Generally, the Mortgage Loans require the related borrower to deliver an annual property operating statement. However, there can be no assurance that any operating statements required to be delivered will in fact be delivered, nor is the Master Servicer or Special Servicer likely to have any practical means of compelling such delivery in the case of an otherwise performing Mortgage Loan.
Copies of the inspection reports and operating statements referred to above are required to be available for review by Certificateholders during normal business hours at the offices of the Special Servicer or the Master Servicer, as applicable. See ‘‘DESCRIPTION OF THE CERTIFICATES— Reports to Certificateholders; Available Information’’ in this prospectus supplement.
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DESCRIPTION OF THE CERTIFICATES
General
The Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C34 (the ‘‘Certificates’’) will be issued pursuant to a pooling and servicing agreement, dated as of June 1, 2007, 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 REO accounts, the Additional Interest Account, the Gain-on-Sale Reserve Account and the Interest Reserve Account (see ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certificate Account’’ in the prospectus); and (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.
The Certificates consist of the following classes (each, a ‘‘Class’’) designated as: (i) the Class A-1, Class A-2, Class A-PB, Class A-3 and Class A-1A Certificates (collectively, the ‘‘Class A Certificates’’); (ii) the Class A-M, 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, Class P, Class Q and Class S Certificates (collectively, the ‘‘Subordinate Certificates’’ and, together with the Class A Certificates, the ‘‘Sequential Pay Certificates’’); (iii) the Class IO Certificates (collectively, with the Sequential Pay Certificates, the ‘‘Regular Certificates’’); (iv) the Class R-I and Class R-II Certificates (together, the ‘‘REMIC Residual Certificates’’); and (v) the Class Z Certificates.
Only the Class A-1, Class A-2, Class A-PB, Class A-3, Class A-1A, Class IO, Class A-M, Class A-J, Class B, Class C, Class D, Class E, and Class F Certificates (collectively, the ‘‘Offered Certificates’’) are offered by this prospectus supplement. The Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S 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. On the Closing Date, the Depositor will transfer the REMIC Residual Certificates to Wachovia Bank, National Association, a Sponsor, pursuant to that certain Transfer Affidavit and Agreement (the ‘‘Transfer Affidavit and Agreement’’), but the REMIC Residual Certificates may be sold or otherwise transferred to another person at any time subject to any applicable transfer restrictions. 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 .
The Issuing Entity
The Issuing Entity will be a common law trust, created under the laws of the State of New York, formed on the Closing Date pursuant to the Pooling and Servicing Agreement. The Issuing Entity is also sometimes referred to herein as the Trust Fund. The assets of the Trust Fund will constitute the only assets of the Issuing Entity. The Issuing Entity will have no officers or directors and no continuing duties other than to hold the assets underlying the Certificates and to issue the Certificates; and except for these activities, the issuing entity will not be authorized and will have no power to borrow money or issue debt, merge with another entity, reorganize, liquidate or sell assets or engage in any business or activities. The Issuing Entity will operate under a fiscal year ending each December 31st. The Trustee, the Master Servicer and the Special Servicer are the persons authorized to act on behalf of the Issuing Entity under the Pooling and Servicing Agr eement with respect to the Mortgage Loans and the Certificates. The roles and responsibilities of the foregoing are described in this prospectus supplement under ‘‘SERVICING OF THE MORTGAGE LOANS—The Master Servicer’’, ‘‘—The Special Servicer’’ and ‘‘DESCRIPTION OF THE CERTIFICATES—The Trustee’’. Additional information may also be found in the accompanying prospectus under ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS’’.
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Since the Issuing Entity is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a ‘‘business trust’’ for purposes of the federal bankruptcy laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the Issuing Entity would be characterized as a ‘‘business trust.’’ The Depositor has been formed as a bankruptcy remote special purpose entity. In connection with the sale of the Mortgage Loans from each Mortgage Loan Seller to the Depositor and from the Depositor to the Trust Fund, certain legal opinions are required.
Accordingly, although the transfer of the underlying Mortgage Loans from each Mortgage Loan Seller to the Depositor and from the Depositor to the Trust Fund has been structured as a sale, there can be no assurance that the sale of the underlying Mortgage Loans will not be recharacterized as a pledge, with the result that the Depositor or Trust Fund is deemed to be a creditor of the related Mortgage Loan Seller rather than an owner of the Mortgage Loans. See ‘‘RISK FACTORS—The Offered Certificates —The Mortgage Loan Sellers, the Depositor and the Issuing Entity Are Subject to Bankruptcy or Insolvency Laws That May Affect the Trust Fund’s Ownership of the Mortgage Loans’’ in this prospectus supplement.
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 (other than the IO Certificates) will be offered in denominations of not less than $10,000 actual principal amount and in integral multiples of $1 in excess thereof. The Class IO Certificates will be offered in notional amounts of not less than $1,000,000 actual notional amount and in integral multiples of $1 in excess thereof.
Certificate Balances and Notional Amount
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 and Notional Amount representing the approximate percentage of the Cut-Off Date Pool Balance as set forth in the following table:
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![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() |
Class of Certificates | ![]() | ![]() | Closing Date Certificate Balance or Notional Amount | ![]() | ![]() | Percentage of Cut Off Date Pool Balance | ||||||
Class A-1 Certificates | ![]() | ![]() | ![]() | $ | 18,111,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.224 | % |
Class A-2 Certificates | ![]() | ![]() | ![]() | $ | 178,441,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 12.061 | % |
Class A-PB Certificates | ![]() | ![]() | ![]() | $ | 48,817,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 3.300 | % |
Class A-3 Certificates | ![]() | ![]() | ![]() | $ | 474,091,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 32.045 | % |
Class A-1A Certificates | ![]() | ![]() | ![]() | $ | 316,144,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 21.369 | % |
Class IO Certificates | ![]() | ![]() | ![]() | $ | 1,479,435,064 | ![]() | ![]() | ![]() | ![]() | ![]() | NA | ![]() |
Class A-M Certificates | ![]() | ![]() | ![]() | $ | 147,944,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 10.000 | % |
Class A-J Certificates | ![]() | ![]() | ![]() | $ | 88,766,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 6.000 | % |
Class B Certificates | ![]() | ![]() | ![]() | $ | 18,493,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.250 | % |
Class C Certificates | ![]() | ![]() | ![]() | $ | 16,643,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.125 | % |
Class D Certificates | ![]() | ![]() | ![]() | $ | 16,644,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 1.125 | % |
Class E Certificates | ![]() | ![]() | ![]() | $ | 11,096,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.750 | % |
Class F Certificates | ![]() | ![]() | ![]() | $ | 12,945,000 | ![]() | ![]() | ![]() | ![]() | ![]() | 0.875 | % |
Non-offered certificates (other than the Class R-I, Class R-II and Class Z Certificates) | ![]() | ![]() | ![]() | $ | 131,300,064 | ![]() | ![]() | ![]() | ![]() | ![]() | 8.875 | % |
The ‘‘Certificate Balance’’ of any Class of Sequential Pay 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 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.
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The Class IO Certificates do not have a Certificate Balance, but represent the right to receive the distributions of interest in an amount equal to the aggregate interest accrued on its notional amount (the ‘‘Notional Amount’’). The Class IO Certificates have 23 separate components (each, a ‘‘Component’’), each corresponding to a different Class of Sequential Pay Certificates. Each such Component has the same letter and/or numerical designation as its related Class of Sequential Pay Certificates. The component balance (the ‘‘Component Balance’’) of each Component will equal the Certificate Balance of the corresponding Class of Sequential Pay Certificates outstanding from time to time.
On each Distribution Date, the Notional Amount of the Class IO Certificates will be equal to the aggregate outstanding Component Balances of the Components on such date. The initial Notional Amount of the Class IO Certificates will equal approximately $1,479,435,064 (subject to a permitted variance of plus or minus 5.0%).
The Certificate Balance of any Class of Sequential Pay Certificates 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 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, Certificate Deferred Interest will be allocated from lowest payment priority to highest (except with respect to the Class A-1, Class A-2, Class A-PB, Class A-3 and Class A-1A Certificates, which amounts shall be applied pro rata (based on the Certificate Balances of the remaining Classes)) to such Classes. The Certificate Balance of each Class of Sequential Pay Certificates to which Certificat e Deferred Interest has been so allocated on a Distribution Date will be increased by the amount of Certificate Deferred Interest. Any increase in the Certificate Balance of a Class of Sequential Pay Certificates will result in an increase in the Notional Amount of the Class IO 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 Classes of Regular Certificates. 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 each of the Class A-1, Class A-2, Class A-PB, Class A-3, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates for each Distribution Date will equal the respective rate per annum set forth on the front cover of this prospectus supplement and/or the corresponding footnotes. Each Component 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 applicable to the Class IO Certificates for each subsequent Distribution Date will, in general, equal the weighted average of the Strip Rates for the components (the ‘‘Components’’) for such Distribution Date (weighted on the basis of the respective Component Balances of such Components outstanding immediately prior to such Distribution Date). The ‘‘Strip Rate’’ in respect of any Class of Components for any Distribution Date will, in general, equal the Weighted Average Net Mortgage Rate for such Distribution Date, minus the Pass-Through Rate for the Class of Sequential Pay Certificates, corresponding to such Component (but in no event will any Strip Rate be less than zero).
In the case of each Class of Regular Certificates, 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
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Certificate Balance (or, in the case of the Class IO Certificates, the Notional Amount) of such Class of Certificates 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 Regular Certificates will be calculated on the basis of a 360-day year consisting of twelve 30-day months. With respect to any Class of Regular Certificates and any Distribution Date, the ‘‘Interest Accrual Period’’ will be the preceding calendar month, which will be deemed to consist of 30 days.
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 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 (without regard to any increase in the interest rate of an ARD Loan as a result of not repaying the outstanding principal amount of such ARD Loan on or prior to the related Anticipated Repayment Date), minus (y) the applicable Administrative Cost Rate for such Mortgage Loan. Notwithstanding the foregoing, because no Mortgage Loan, other than 4 Mortgage Loans (loan numbers 24.01, 24.02, 25.01, 25.02, 44.01, 44.02, 75.01 and 75.02), representing 3.3% of the Cut-Off Date Pool Balance (4.2% of the Cut-Off Date Group 1 Balance), accrues interest on the basis of a 360-day year consisting of twelve 30-day months (which is the basis on which interest accrues in respect of the Regular Certificates, then, so lely for purposes of calculating the Weighted Average Net Mortgage Rate for each Distribution Date, the Mortgage Rate of each Mortgage Loan in effect during any calendar month will be deemed to be the annualized rate at which interest would have to accrue in respect of such loan on a 30/360 basis in order to derive the aggregate amount of interest (other than default interest) actually accrued in respect of such loan during such calendar month; provided, however, the Mortgage Rate in effect during (a) December of each year that does not immediately precede a leap year, and January of each year will be the per annum rate stated in the related Mortgage Note, unless the final Distribution Date occurs in January or February immediately following such December or January and (b) in February of each year (January if the final Distribution Date occurs in February) 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.
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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, and in the event that the payment date (after giving effect to any grace period) related to any Distribution Date occurs af ter the related Collection Period, any amounts received on that payment date (after giving effect to any grace period) will be deemed to have been received during the related 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 December 2007.
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 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 D istribution Date on which investors in the Certificates may receive distributions will be the Distribution Date occurring in December 2007.
The Available Distribution Amount. The aggregate amount available for distributions of interest and principal to Certificateholders (other than the Class R-I, Class R-II and Class Z Certificateholders) on each related Distribution Date (the ‘‘Available Distribution Amount’’) will, in general, equal the sum of the following amounts:
(a) the total amount of all cash received on or in respect of the Mortgage Loans and any REO Properties as of the close of business on the last day of the related Collection Period and not previously distributed with respect to the Certificates or applied for any other permitted purpose, exclusive of any portion thereof that represents one or more of the following:
(i) any Periodic Payments collected but due on a Due Date after the related Collection Period;
(ii) any Prepayment Premiums and Yield Maintenance Charges;
(iii) all amounts in the Certificate Account or Distribution Account that are payable or reimbursable to any person other than the Certificateholders, including any Servicing Fees and Trustee Fees on the Mortgage Loans or Companion Loans;
(iv) any amounts deposited in the Certificate Account in error;
(v) any Additional Interest on the ARD Loans (which is separately distributed to the Class Z Certificates); and
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(vi) if such Distribution Date occurs in February of any year or during January of any year that is not a leap year unless the final Distribution Date occurs in January or February immediately following such December or January, the Interest Reserve Amounts with respect to the Mortgage Loans to be deposited in the Interest Reserve Account and held for future distribution;
(b) all P&I Advances made by the Master Servicer or the Trustee with respect to such Distribution Date;
(c) any Compensating Interest Payment made by the Master Servicer to cover the aggregate of any Prepayment Interest Shortfalls experienced during the related Collection Period (other than any Compensating Interest Payment made on any Companion Loan); and
(d) if such Distribution Date occurs during March of any year or if such Distribution Date is the final Distribution Date and occurs in February or, if such year is not a leap year, in January, the aggregate of the Interest Reserve Amounts then on deposit in the Interest Reserve Account in respect of each Mortgage Loan.
See ‘‘SERVICING OF THE MORTGAGE LOANS—Compensation and Payment of Expenses’’ and ‘‘DESCRIPTION OF THE CERTIFICATES—P&I Advances’’ in this prospectus supplement and ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certificate Account’’ in the accompanying prospectus.
Any Prepayment Premiums or Yield Maintenance Charges actually collected will be distributed separately from the Available Distribution Amount. See ‘‘—Allocation of Prepayment Premiums and Yield Maintenance Charges’’ below.
All amounts received by the Trust Fund with respect to any Co-Lender Loan will be applied to amounts due and owing under the related loan (including for principal and accrued and unpaid interest) in accordance with the provisions of the related 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, unless the final Distribution Date occurs in January or February immediately following such December or January, 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. See ‘‘DESCRIPTION OF THE TRUST FUNDS—Certificate Accounts’’ in the 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.
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Gain-on-Sale Reserve Account. The Trustee will establish and will maintain a ‘‘Gain-on-Sale Reserve Account’’ in the name of the Trustee for the benefit of the Certificateholders. To the extent that gains realized on sales of Mortgaged Properties, if any, are not used to offset Realized Losses previously allocated to the Certificates, such gains will be held and applied to offset future Realized Losses, if any.
Additional Interest Account. The Trustee will establish and will maintain an ‘‘Additional Interest Account’’ in the name of the Trustee for the benefit of the holders of the Class Z Certificates. Prior to the applicable Distribution Date, an amount equal to the Additional Interest received in respect of the Mortgage Loans during the related Collection Period will be deposited into the Additional Interest Account.
Other than the Assessment of Compliance and the Attestation Report, as such terms are defined in the accompanying prospectus, required to be delivered by certain parties, as described in the accompanying prospectus, there will be no independent certification of the account activity with respect to any of the Distribution Account, the Interest Reserve Account, the Additional Interest Account or the Gain-on-Sale Reserve Account.
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:
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(1) | concurrently, to distributions of interest (i) from the portion of the Available Distribution Amount for such Distribution Date attributable to Mortgage Loans in Loan Group 1, to the holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-PB Certificates and Class A-3 Certificates, pro rata, in accordance with the amounts of Distributable Certificate Interest in respect of such Classes on such Distribution Date, in an amount equal to all Distributable Certificate Interest in respect of such Classes for such Distribution Date and, to the extent not previously paid, for all prior Distributio n 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 IO Certificates, in accordance with the amounts of Distributable Certificate Interest in respect of such Classes 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 as described above, the Available Distribution Amount will be allocated among the above Classes without regard to Loan Group, pro rata, in accordance with the respective amounts of Distributable Certificate Interest in respect of such Classes on such Distribution Date, in an amount equal to all Distributable Certificate Interest in respect of each such Class 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 F to this prospectus supplement; |
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(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 |
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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; |
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(4) | after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB Certificates and the Class A-1 Certificates as set forth in clauses (2) and (3) above, to distributions of principal to the Class A-2 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-2 Certificates) equal to the remaining Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Class A-1A Certificates have been retired, the Loan Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates have been made on such Distribution Date, in each case, less any portion thereof distributed in respect of the Class A-PB Certificates and t he Class A-1 Certificates on such Distribution Date; |
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(5) | after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB Certificates, the Class A-1 Certificates and the Class A-2 Certificates as set forth in clauses (2), (3) and (4) above, to distributions of principal to the holders of the Class A-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 and the Class A-2 Certificates on such Distribution Date; |
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(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 and the Class A-2 Certificates 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 Amount remaining after payments to the Class A-1A Certificates have been made on such Distribution Date, in each case, less any portion thereof distribut ed in respect of the Class A-PB Certificates, the Class A-1 Certificates and the Class A-2 Certificates on such Distribution Date; |
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(7) | to distributions of principal to the holders of the Class A-1A Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-1A Certificates) equal to the Loan Group 2 Principal Distribution Amount for such Distribution and, after the Class A-PB Certificates, the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates have been retired, the Loan Group 1 Principal Distribution Amount remaining after payments to the Class A-PB Certificates, the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates have been made on such Distribution Date; |
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(8) | to distributions to the holders of the Class A-PB Certificates, the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates and the Class A-1A Certificates, pro rata, in accordance with the respective amounts of Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Classes of Certificates for which no reimbursement has previously been received, to reimburse such holders for all such Realized Losses and Additional Trust Fund Expenses, if any; |
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(9) | to distributions of interest, to the holders of the Class A-M Certificates in an amount equal to all Distributable Certificate Interest in respect of the Class A-M Certificates on such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(10) | after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class A-M Certificates in an aggregate amount (not to exceed the then outstanding Certificate Balance of the Class A-M Certificates) equal to the Principal Distribution Amount in respect of the Class A-M Certificates for such Distribution Date less any portion thereof distributed in respect of Classes of Certificates with an earlier priority of payment; |
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(11) | to distributions to the holders of the Class A-M Certificates in accordance with the amount of Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates, to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any previously allocated to such Class of Certificates and for which no reimbursement has previously been received; |
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(12) | to distributions of interest to the holders of the Class A-J Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class A-J Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(13) | after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class A-J Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-J Certificates) equal to the Principal Distribution Amount in respect of such Class A-J Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of payment; |
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(14) | to distributions to the holders of the Class A-J Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; |
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(15) | 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 B Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(16) | after all Classes of Certificates 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 in respect of such Class B Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(17) | 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 B Certificates and for which no reimbursement has previously been received; |
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(18) | 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 C Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(19) | after all Classes of Certificates 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 in respect of such Class C Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(20) | 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 C Certificates and for which no reimbursement has previously been received; |
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(21) | 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 D Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(22) | after all Classes of Certificates 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 in respect of such Class D Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(23) | 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 D Certificates and for which no reimbursement has previously been received; |
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(24) | to distributions of interest to the holders of the Class E Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class E Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(25) | after all Classes of Certificates 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 in respect of such Class E Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(26) | 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 E Certificates and for which no reimbursement has previously been received; |
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(27) | 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 F Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(28) | after all Classes of Certificates 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 in respect of such Class F Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(29) | 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 F Certificates and for which no reimbursement has previously been received; |
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(30) | 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 G Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(31) | after all Classes of Certificates 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 in respect of such Class G Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(32) | 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 G Certificates and for which no reimbursement has previously been received; |
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(33) | 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 H Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(34) | after all Classes of Certificates 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 in respect of such Class H Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(35) | 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 H Certificates and for which no reimbursement has previously been received; |
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(36) | to distributions of interest to the holders of the Class J Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class J Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(37) | after all Classes of Certificates 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 in respect of such Class J Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(38) | 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 J Certificates and for which no reimbursement has previously been received; |
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(39) | 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 K Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(40) | after all Classes of Certificates 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 in respect of such Class K Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(41) | 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 K Certificates and for which no reimbursement has previously been received; |
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(42) | 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 L Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(43) | after all Classes of Certificates 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 in respect of such Class L Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(44) | 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 L Certificates and for which no reimbursement has previously been received; |
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(45) | 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 M Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(46) | after all Classes of Certificates 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 in respect of such Class M Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(47) | 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 M Certificates and for which no reimbursement has previously been received; |
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(48) | to distributions of interest to the holders of the Class N Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class N Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(49) | after all Classes of Certificates 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 in respect of such Class N Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(50) | 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 N Certificates and for which no reimbursement has previously been received; |
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(51) | 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 O Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(52) | after all Classes of Certificates 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 in respect of such Class O Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(53) | 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 O Certificates and for which no reimbursement has previously been received; |
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(54) | 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 P Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(55) | after all Classes of Certificates 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 in respect of such Class P Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(56) | 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 P Certificates and for which no reimbursement has previously been received; |
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(57) | to distributions of interest to the holders of the Class Q Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class Q Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(58) | after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class Q Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class Q Certificates) equal to the Principal Distribution Amount in respect of such Class Q Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Dates; |
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(59) | to distributions to the holders of the Class Q Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class P Certificates and for which no reimbursement has been previously been received; |
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(60) | to distributions of interest to the holders of the Class S Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class S Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; |
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(61) | after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class S Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class S Certificates) equal to the Principal Distribution Amount in respect of such Class S Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date; |
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(62) | to distributions to the holders of the Class S 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 |
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(63) | 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 (62) above; |
provided that on each Distribution Date, if any, after the aggregate of the Certificate Balances of the Subordinate Certificates has been reduced to zero as a result of the allocations of Realized Losses and Additional Trust Fund Expenses, and in any event on the final Distribution Date in connection with a termination of the Trust Fund (see ‘‘—Termination’’ below), the payments of principal to be made as contemplated by clauses (3), (4), (5), (6), (7) and (8) above with respect to the Class A-1 Certificates, the Class A-2 Certificates, the Class A-PB Certificates, the Class A-3 Certificates and the Class A-1A Certificates will be so made to the holders of the respective Classes of such Certificates which remain outstanding up to an amount equal to, and pro rata as among such Classes in accordance with, the respective then outstanding Certificate Balances of such Classes and without regard to the Principal Distribution Amount for such date.
Distributable Certificate Interest. The ‘‘Distributable Certificate Interest’’ equals with respect to each Class of Sequential Pay Certificates for each Distribution Date, the Accrued Certificate Interest in respect of such Class of Certificates for such Distribution Date, reduced (other than in the case of the Class IO Certificates) (to not less than zero) by (i) such Class’s allocable share (calculated as described below) of the aggregate of any Prepayment Interest Shortfalls resulting from principal prepayments made on the Mortgage Loans during the related Collection Period that are not covered by the Master Servicer’s Compensating Interest Payment for such Distribution Date (the aggregate of suc h 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 Sequential Pay Certificates.
The ‘‘Accrued Certificate Interest’’ in respect of each Class of Sequential Pay Certificates for each Distribution Date will equal one month’s interest at the Pass-Through Rate applicable to such Class of Certificates 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 IO 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 IO Certificates, as the case may be, outstanding immediately prior to such Distribution Date. Accrued Certificate Interest will be calculated on a 30/360 basis.
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The portion of the Net Aggregate Prepayment Interest Shortfall for any Distribution Date that is allocable to each Class of Sequential Pay Certificates 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 for such Distribution Date, and the denominator of which is equal to the aggregate Accrued Certificate Interest in respect of all Classes of Sequential Pay Certificates for such Distribution Date.
Any such Prepayment Interest Shortfalls allocated to the applicable Class or Classes of Certificates 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, to the Master Servicer, will be included in the Net Aggregate Prepayment Interest Shortfall. This allocation will cause a Prepayment Interest Shortfall with respect to the Winn-Dixie Distribution Center – Orlanda, Florida Whole Loan, which shall be allocated, pro rata, among the Winn-Dixie Distribution Center – Orlanda, Florida Pari Passu Companion Loan and the Winn-Dixie Distribution Center – Orlanda, Florida Loan, with any Prepayment Interest Shortfall allocated to the Winn-Dixie Distribution Center – Orlanda, Florida Loan, net of amounts payable by the Master Servicer, to be included in the Net Aggregate Prepayment Interest Shortfall. This allocation will cause a Prepayment Interest Shortfall with respect to the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, Florida Whole Loan, which shall be allocated, pro rata, among the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, Florida Pari Passu Companion Loan and the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, Florida Loan, with any Prepayment Interest Shortfall allocated to the Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, Florida 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 the Class A-PB Certificates and the 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 (i) the Class A-PB Certificates or (ii) the Class A-1A Certificates have been reduced to zero, a single Principal Distribution Amount will be calculated in the aggregate for both Loan Groups. The ‘‘Principal Distribution Amount’’ for each Distribution Date with respect to a Loan Group or the Mortgage Pool will generally equal the aggregate of the following (without duplication) to the extent paid by the related borrower during the related Collection Period or advanced by the Master Servicer or the Trustee, as applicable:
(a) the aggregate of the principal portions of all Scheduled Payments (other than Balloon Payments) and of any Assumed Scheduled Payments due or deemed due, on or in respect of the Mortgage Loans in such Loan Group or the Mortgage Pool, as applicable, for their respective Due Dates occurring during the related Collection Period, to the extent not previously paid by the related borrower or advanced by the Master Servicer or the Trustee, as applicable, prior to such Collection Period;
(b) the aggregate of all principal prepayments received on the Mortgage Loans in such Loan Group or the Mortgage Pool, as applicable, during the related Collection Period;
(c) with respect to any Mortgage Loan in such Loan Group or the Mortgage Pool, as applicable, as to which the related stated maturity date occurred during or prior to the related Collection Period, any payment of principal made by or on behalf of the related borrower during the related Collection Period (including any Balloon Payment), net of any portion of such payment that represents a recovery of the principal portion of any Scheduled Payment (other than a Balloon Payment) due, or the principal portion of any Assumed Scheduled Payment deemed due, in respect of such Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered;
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(d) the aggregate of the principal portion of all liquidation proceeds, insurance proceeds, condemnation awards and proceeds of repurchases of Mortgage Loans in such Loan Group or the Mortgage Pool, as applicable in the Mortgage Pool, and Substitution Shortfall Amounts with respect to Mortgage Loans in the Mortgage Pool or such Loan Group, as applicable, and, to the extent not otherwise included in clause (a), (b) or (c) above, payments and other amounts that were received on or in respect of Mortgage Loans in such Loan Group or the Mortgage Pool, as applicable, during the related Collection Period and that were identified and applied by the Master Servicer as recoveries of principal, in each case net of any portion of such amounts that represents a recovery of the principal portion of any Scheduled Payment (other than a Balloon Payment) due, or of the principal portion of any Assumed Scheduled Payment deemed due, in respect of the related Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered; and
(e) if such Distribution Date is subsequent to the initial Distribution Date, the excess, if any, of the Loan Group 1 Principal Distribution Amount, the Loan Group 2 Principal Distribution Amount and the Principal Distribution Amount, as the case may be, for the immediately preceding Distribution Date, over the aggregate distributions of principal made on the Certificates on such immediately preceding Distribution Date;
provided that the Principal Distribution Amount for any Distribution Date shall be reduced by the amount of any reimbursements of (i) nonrecoverable Advances plus interest on such nonrecoverable Advances that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts plus interest on such amounts that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date; provided, further, 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 F to this prospectus supplement. Such balances were calculated using, among other things, the Table Assumptions. Based on these assumptions, the Certificate Balance of the Class A-PB Certificates on each Distribution Date would be reduced to the balance indicated for that Distribution Date on the table. There is no assurance, however, that the Mortgage Loans will perform in conformity with the Table Assumptions. Therefore, there can be no assurance that the balance of the Class A-PB Certificates on any Distribution Date will be equal to the balance that is specified for such Distribution Date in the table. In particular, once the Certificate Balances of the Class A-1A Certificates, the Class A-1 Certificates and the Class A-2 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.
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
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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 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 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 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 Mortga ge 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 Loan’’). For purposes of this paragraph, the term Mortgage Loan includes the Whole Loans.
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 and the Class G Certificates, Class H Certificates, Class J Certificates and Class K 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 Paym ents 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 that 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 and the Class G Certificates, Class H Certificates, Class J Certificates and Class K 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
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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 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 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 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 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 to the holders of the Class IO Certificates.
The ‘‘Discount Rate’’ applicable to any Class of Offered Certificates and the Class G Certificates, Class H Certificates, Class J Certificates and Class K 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 REO Loan. In the event that there are two or more such U.S. 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 Loan, the i ssue 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 collectibility of any Prepayment Premium or Yield Maintenance Charge. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Prepayment Provisions’’ in this prospectus supplement.
Distributions of Additional Interest. On each Distribution Date, any Additional Interest collected on an ARD Loan (and, with respect to any Co-Lender Loan, payable on the related Mortgage Loan pursuant to the terms of the related Intercreditor Agreement) during the related Collection Period will be distributed to the holders of the Class Z Certificates. There can be no assurance that any Additional Interest will be collected on the ARD Loans.
Subordination; Allocation of Losses and Certain Expenses
The rights of holders of the Subordinate Certificates to receive distributions of amounts collected or advanced on the Mortgage Loans will be subordinated, to the extent described in this prospectus supplement, to the rights of holders of the Class A Certificates, the Class IO 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 and the Class IO 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-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F 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, principal equal to the entire related Certificate Balance. The protection
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afforded (a) to the holders of the Class F Certificates by means of the subordination of the Non-Offered Certificates and (b) to the holders of the Class E Certificates by means of the subordination of the Non-Offered Certificates and the Class F Certificates and (c) to the holders of the Class D Certificates by means of the subordination of the Class E Certificates, the Class F Certificates and the Non-Offered Certificates and (d) to the holders of the Class C Certificates by means of the subordination of the Class D Certificates, the Class E Certificates, the Class F Certificates and the Non-Offered Certificates and (e) to the holders of the Class B Certificates by means of the subordination of the Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates and the Non-Offered Certificates and (f) to the holders of the Class A-J Certificates, by means of the subordination of the Class B Certificates, the Class C Certificates, the Class D Certificat es, the Class E Certificates, the Class F Certificates and the Non-Offered Certificates and (g) to the holders of the Class A-M Certificates by means of the subordination of the Class A-J Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates and the Non-Offered Certificates and (h) to the holders of the Class A Certificates and the Class IO 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) the allocation of Realized Losses and Additional Trust Fund Expenses as described below. Until the first Distribution Date after the aggregate of the Certificate Balances of the Subordinate Certificates have been reduced to zer o, the Class A-3 Certificates will receive principal payments only after the Certificate Balance of each of the Class A-1 Certificates, the Class A-2 Certificates and the Class A-PB Certificates has been reduced to zero, the Class A-PB will receive principal payments (other than planned principal payments as described in this prospectus supplement) only after the Certificate Balance of each of the Class A-1 Certificates and the Class A-2 Certificates has been reduced to zero, the Class A-2 Certificates will receive principal payments only after the Certificate Balance of the Class A-1 Certificates has been reduced to zero and the Certificate Balance of the Class A-PB Certificates has been reduced to the Class A-PB Planned Principal Balance, and the Class A-1 Certificates will receive principal payments only after the Certificate Balance of the Class A-PB Certificates has been reduced to the Class A-PB Planned Principal Balance. However, after the Distribution Date on which the Certificate Balances of the Sub ordinate Certificates have been reduced to zero, the Class A Certificates to the extent such Classes of Certificates 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 Class IO Certificates, to the extent such Classes 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.
Allocation to the Class A Certificates, for so long as they are outstanding, of the entire Principal Distribution Amount with respect to the related Loan Group for each Distribution Date in accordance with the priorities described under ‘‘—Distributions—Application of the Available Distribution Amount’’ above will have the effect of reducing the aggregate Certificate Balance of the Class A Certificates 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, the percentage interest in the Trust Fund evidenced by such Class A 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 Clas s A Certificates by the Subordinate Certificates.
On each Distribution Date, following all distributions on the Certificates 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, in each case, in reduction of their respective Certificate Balances as follows, but, with respect to the Classes of Sequential Pay Certificates, in the aggregate only to the extent the aggregate Certificate Balance of all Classes of Sequential Pay Certificates 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
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such Distribution Date: first, to the Class S Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; second, to the Class Q Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; third, to the Class P Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fourth, to the Class O Certi ficates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero: fifth, to the Class N Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; sixth, to the Class M Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; seventh, to the Class L Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; eighth , to the Class K Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; ninth, to the Class J Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; tenth, to the Class H Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; eleventh, to the Class G Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; twelfth, to the Class F Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; thirteenth, to the Class E Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fourteenth, to the Class D Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fifteenth, to the Class C Certificates, until the remaining Cert ificate Balance of such Class of Certificates is reduced to zero; sixteenth, to the Class B Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; seventeenth, to the Class A-J Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; eighteenth, to the Class A-M Certificate until the remaining Certificate Balance of such Class of Certificates is reduced to zero; and last, to the Class A Certificates, pro rata, in proportion to their respective outstanding Certificate Balances, until the remaining Certificate Balances of such Classes of Certificates 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.
‘‘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 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 unrei mbursed servicing expenses (including any unreimbursed interest on any Advances), over (b) the aggregate amount of liquidation proceeds, if any, recovered in connection with such liquidation. If any portion of the debt due under a Mortgage Loan (other than Additional Interest and default interest in excess of the Mortgage Rate) is forgiven, whether in connection with a modification, waiver or amendment granted or agreed to by the Special Servicer or in connection with the bankruptcy or similar proceeding involving the related borrower, the amount so forgiven also will be treated as a Realized Loss. The Realized Loss in respect of a Mortgage Loan for which a Final Recovery Determination has been made includes nonrecoverable Advances (in each case, including interest on that nonrecoverable Advance) to the extent amounts have been paid from the Principal Distribution Amount pursuant to the Pooling and Servicing Agreement.
‘‘Additional Trust Fund Expenses’’ include, among other things, (i) any Special Servicing Fees, Liquidation Fees, Determination Party fees (in certain circumstances) 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
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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 o ther party and certain federal, state and local taxes and certain tax related expenses, payable from the assets of the Trust Fund and described under ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Federal Income Tax Consequences for REMIC Certificates—Taxation of Owners of REMIC Residual Certificates’’ and ‘‘—Prohibited Transactions Tax and Other Taxes’’ in the accompanying prospectus and ‘‘SERVICING OF THE MORTGAGE LOANS—Defaulted Mortgage Loans; REO Properties; Purchase Option’’ in this prospectus supplement. Additional Trust Fund Expenses will reduce amounts payable to Certificateholders and, subject to the distribution priorities described above, may result in a loss on one or more Classes of Offered Certificates.
P&I Advances
On or about each Distribution Date, the Master Servicer is obligated, subject to the recoverability determination described below (and any other applicable limitations), to make advances (each, a ‘‘P&I Advance’’) out of its own funds or, subject to the replacement thereof as provided in the Pooling and Servicing Agreement, from funds held in the Certificate Account that are not required to be distributed to Certificateholders (or paid to any other Person pursuant to the Pooling and Servicing Agreement) on such Distribution Date, in an amount that is generally equal to the aggregate of all Periodic Payments (other than Balloon Payments) and any Assumed Scheduled Payments, net of related Master Servicing Fees in respect of the Mortgage Loans, as provided below, that are 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 b e 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 of the P&I Advance that would otherwise be required without regard to this sentence, minus the product of (a) such Appraisal Reduction Amount and (b) the per annum Pass-Through Rate (i.e., for any month, one twelfth of the Pass-Through Rate) applicable to the Class of Certificates, to which such Appraisal Reduction Amount is allocated as described in ‘‘—Appraisal Reductions’’ below and (ii) the amount of the principal portion of the P&I Advance that would otherwise be required without regard to this sentence. Pursuant to the terms of the Pooling and Servicing Agreement, if the Master Servicer fails to make a P&I Advance required to be made, the Trustee will then be required to make such P&I Advance, in each 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,
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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 Advance with respect to any Subordinate Companion Loan. Neither the Master Servicer nor the Trustee will be required to make any P&I Advances with respect to any Companion Loan.
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 determines to be a Nonrecoverable P&I Advance plus interest at the Reimbursement Rate. In addition, both 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 ulti mately 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 and the Trustee. Any requirement of the Master Servicer or the Trustee to m ake 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 re ceived 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.
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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 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 or 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 S ervicer 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 non-recoverable advances over time, the Master Servicer or the Trustee, as applicable, will be required to give S&P and Moody’s at least 15 days’ notice prior to any such reimbursement to it of nonrecoverable Advances from amounts in the Certificate Account allocable to interest on the Mortgage Loans, unless the Master Servicer or 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, the Trustee or the Special Servicer, 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 P rincipal 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
Upon the earliest of the date (each such date, a ‘‘Required Appraisal Date’’) that (1) any Mortgage 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
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receiver is appointed and continues in such capacity in respect of the related Mortgaged Property, (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 has not been paid on its scheduled maturity date; provided, however, if the borrower continues to make its Assumed Scheduled Payment and diligently pursues refinancing, such Mortgage Loan will not become a Required Appraisal Loan until 60 days following such default or, if the Master Servicer has, within 60 days after the Due Date of such Balloon Payment, received written evidence from an institutional lender of such lender’s binding commitment (which is reasona bly acceptable to the Special Servicer and the Controlling Class Representative has given its consent (which consent shall be deemed denied if not granted within 10 Business Days)) to refinance such Mortgage Loan, 120 days following such default (provided that if such refinancing does not occur during such time specified in the commitment, the related Mortgage Loan will immediately become a Required Appraisal 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 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 Appraisa l Institute by a Qualified Appraiser (or with respect to any Mortgage Loan with an outstanding principal balance less than $2 million, an internal valuation performed by the Special Servicer), unless such an appraisal had previously been obtained within the prior twelve months. A ‘‘Qualified Appraiser’’ is an independent appraiser, selected by the Special Servicer or the Master Servicer, that is a member in good standing of the Appraisal Institute, and that, if the state in which the subject Mortgaged Property is located certifies or licenses appraisers, is certified or licensed in such state, and in each such case, who has a minimum of five years’ experience in the subject property type and market. The cost of such appraisal will be advanced by the Master Servicer, subject to the Master Servicer’s right to be reimbursed therefor out of Related Proceeds o r, 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 on a monthly basis as described below. The Appraisal Reduction Amount for any Required Appraisal Loan will be calculated by the Master Servicer and 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 Require d 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, through the most recent Due Date prior to such Determination Date at a per annum rate equal to the related Net Mortgage Rate for the Required Appraisal Loan and the related fixed annualized rate of interest scheduled to accrue for the related Companion Loans (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, (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 that 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 Pro perty 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
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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. 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. For the purpose of calculating P&I Advances only, the aggregate Appraisal Reduction Amounts will be allocated to the Certificate Balance of each Class of Sequential Pay Certificates in reverse order of payment priorities.
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 electronically (on the Trustee’s internet website initially located at www.ctslink.com) on each Distribution Date to the general public:
(a) A statement (a ‘‘Distribution Date Statement’’), substantially in the form of Annex C 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 Regular Certificates in reduction of the Certificate Balance thereof;
(ii) the amount of the distribution to the holders of each Class of Regular Certificates allocable to Distributable Certificate Interest and the applicable Interest Distribution Amount;
(iii) the amount of the distribution to the holders of each Class of Regular Certificates allocable to Prepayment Premiums and Yield Maintenance Charges;
(iv) the amount of the distribution to the holders of each Class of Regular Certificates in reimbursement of previously allocated Realized Losses and Additional Trust Fund Expenses;
(v) the Available Distribution Amount for such Distribution Date;
(vi) (a) the aggregate amount of P&I Advances made, 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 of Mortgage Loans and the aggregate Stated Principal Balance (immediately after such Distribution Date) of the Mortgage Loans (a) delinquent 30-59 days, (b) delinquent 60-89 days, (c) delinquent 90 days or more, (d) as to which foreclosure proceedings have been commenced and (e) with respect to each Specially Serviced Mortgage Loan, the Mortgaged Property type and a brief description of the reason for delinquency and the Mortgage Loan’s status, if known by the Master Servicer or Special Servicer, as applicable, and provided to the Trustee;
(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 Regular Certificates for such Distribution Date;
(xv) any unpaid Distributable Certificate Interest in respect of each Class of Regular Certificates after giving effect to the distributions made on such Distribution Date;
(xvi) the Pass-Through Rate for each Class of Regular 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 on such Distribution Date;
(xxi) the Certificate Balance of each Class of Regular Certificates (other than the Class IO Certificates) and the Notional Amount of the Class IO 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 Regular Certificates immediately following such Distribution Date;
(xxiii) the aggregate amount of interest on P&I Advances paid to the Master Servicer or the Trustee with respect to the Mortgage Pool and on an aggregate basis with respect to 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 on an aggregate basis with respect to Loan Group during the related Collection Period;
(xxv) the aggregate amount of servicing fees and Trustee Fees paid to the Master Servicer, the Special Servicer and the Trustee, as applicable, during the related Collection Period;
(xxvi) the loan number for each Required Appraisal Loan and any related Appraisal Reduction Amount as of the related Determination Date;
(xxvii) the loan number for each Mortgage Loan which has experienced a material modification, extension or waiver;
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(xxviii) the loan number for each Mortgage Loan which has experienced a breach of the representations and warranties given with respect to a Mortgage Loan by the applicable Mortgage Loan Seller, as provided by the Master Servicer or the Depositor;
(xxix) the original and, thereafter, the current credit support levels for each Class of Regular Certificates;
(xxx) the original and, thereafter, the current ratings for each Class of Regular Certificates;
(xxxi) 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;
(xxxii) 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; and
(xxxiii) the value of any REO Property included in the Trust Fund as of the end of the Collection Period, based on the most recent appraisal or valuation.
(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.
Copies of each Distribution Date Statement will be filed with the Securities and Exchange Commission (‘‘SEC’’) through its EDGAR system located at www.sec.gov under the name of the Issuing Entity for so long as the Issuing Entity is subject to the reporting requirement of the Securities Exchange Act of 1934, as amended. The public also may read and copy any materials filed with the SEC at its Public Reference Room located at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
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 to each Certificateholder, the Depositor, the Underwriters and each Rating Agency on each Distribution Date, the following reports:
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(a) | CMSA Delinquent Loan Status Report; |
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(b) | CMSA Historical Loan Modification and Corrected Mortgage Loan Report; |
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(c) | CMSA REO Status Report; |
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(d) | CMSA Servicer Watch List/Portfolio Review Guidelines; |
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(e) | CMSA Operating Statement Analysis Report; |
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(f) | CMSA NOI Adjustment Worksheet; |
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(g) | CMSA Comparative Financial Status Report; |
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(h) | CMSA Loan Level Reserve/LOC Report; and |
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(i) | 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), (h) and (i) above are referred to in this prospectus supplement as the ‘‘Unrestricted Servicer Reports’’, and the reports identified in clauses (d), (e), (f) and (g) above are referred to in this prospectus supplement as the ‘‘Restricted Servicer Reports’’.
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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 Mortgage Loans 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.
The Trustee is responsible for the preparation of tax returns on behalf of the Trust Fund and the preparation of monthly reports on Form 10-D (based on information included in the monthly Distribution Date Statements and other information provided by other transaction parties) and annual reports on Form 10-K that are required to be filed with the SEC on behalf of the Trust Fund.
The Trustee will make the Distribution Date Statement available each month to the general public via the Trustee’s internet website. The Trustee will also make the periodic reports described in the prospectus under ‘‘WHERE YOU CAN FIND MORE INFORMATION’’ and ‘‘INCORPORATION OF CERTAIN INFORMATION BY REFERENCE’’ relating to the Issuing Entity available through its website on the same date they are filed with the SEC. The Trustee’s internet website will initially be located at www.ctslink.com. Assistance in using the website can be obtained by calling the Trustee’s customer service desk at (866) 846-4526. Parties that are unable to use the website are entitled to have a paper copy mailed to them at no charge via first class mail by calling the customer service desk.
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 statutor y or regulatory requirements as may be in effect from time to time. The Master Servicer, the Special Servicer, 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, (i) the related Distribution Date Statement, (ii) the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Bond File and CMSA Collateral Summary File, (iii) the Unrestricted Servicer Reports, (iv) as a convenience for the general public (and not in furtherance of the distribution thereof under the securities laws), this prospectus supplement, the accompanying prospectus and the Pooling and Servicing Agreement, and (v) any other items at the request of the Depositor.
In addition, on each Distribution Date, the Trustee will make available via its internet website, on a restricted basis, (i) the Restricted Servicer Reports and (ii) the CMSA Property File. The Trustee shall provide access to such restricted reports, upon receipt of a certification in the form attached to the Pooling and Servicing Agreement, to Certificate Owners and prospective transferees, and upon request to any other Privileged Person and to any other person upon the direction of the Depositor.
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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 o fficers’ 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.
Assumed Final Distribution Date; Rated Final Distribution Date
The ‘‘Assumed Final Distribution Date’’ with respect to any Class of Regular Certificates is the Distribution Date on which the Certificate Balance of such Class of Certificates would be reduced to zero
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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:
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Class Designation | ![]() | ![]() | Assumed Final Distribution Date |
Class A-1 | ![]() | ![]() | March 15, 2012 |
Class A-2 | ![]() | ![]() | August 15, 2012 |
Class A-PB | ![]() | ![]() | January 15, 2017 |
Class A-3 | ![]() | ![]() | July 15, 2017 |
Class A-1A | ![]() | ![]() | August 15, 2017 |
Class IO | ![]() | ![]() | NA |
Class A-M | ![]() | ![]() | September 15, 2017 |
Class A-J | ![]() | ![]() | September 15, 2017 |
Class B | ![]() | ![]() | September 15, 2017 |
Class C | ![]() | ![]() | September 15, 2017 |
Class D | ![]() | ![]() | September 15, 2017 |
Class E | ![]() | ![]() | September 15, 2017 |
Class F | ![]() | ![]() | September 15, 2017 |
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 May 2046, 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.
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
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follows: (i) 4.0% in the case of the Class IO Certificates and (ii) in the case of any Class of Sequential Pay Certificates, a percentage equal to the product of 96.0% 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, the treatment of any Appraisal Reduction Amount as a Realized Loss shall not reduce the Certificate Bal ances of any Class for the purpose of determining the Controlling Class, the Controlling Class Representative or the Majority Subordinate Certificateholder. The holders of the Class R-I Certificates, Class R-II Certificates and Class Z Certificates will not be entitled to any Voting Rights. Voting Rights allocated to a Class of Certificates will be allocated among the related Certificateholders in proportion to the percentage interests in such Class evidenced by their respective Certificates. The Class A-1 Certificates, Class A-2 Certificates, Class A-PB Certificates, Class A-3 Certificates and Class A-1A 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 the Master Servicer nor 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 S ervicer. 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, 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 Certificatehol der’’) and distribution or provision for distribution thereof to the Certificateholders. Certain of the parties purchasing the assets of the Trust Fund mentioned above may be affiliates of the Depositor, the Sponsors, the Master Servicer, the Special Servicer or the Trustee. 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 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 Certifi cateholder to effect such purchase is subject to the requirement that the aggregate principal balance of the Mortgage Loans is less than 1% of the Cut-Off Date Pool Balance.
The purchase price paid in connection with the purchase of all Mortgage Loans and REO Properties remaining in the Trust Fund, exclusive of any portion thereof payable or reimbursable to any person other than the Certificateholders, will constitute part of the Available Distribution Amount for the final Distribution Date. The Available Distribution Amount for the final Distribution Date will be distributed by the Trustee generally as described under ‘‘—Distributions—Application of the Available Distribution Amount’’ in this prospectus supplement, except that the distributions of principal on any Class of
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Sequential Pay Certificates 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 remaining outstanding.
An exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z Certificates and the REMIC Residual Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made: (i) if the then outstanding Certificates (other than the Class Z Certificates and the REMIC Residual Certificates) are held by a single Certificateholder, (ii) after the Class A-1 Certificates, Class A-2 Certificates, Class A-PB Certificates, Class A-3 Certificates, Class A-1A Certificates, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F 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.
The Trustee
Wells Fargo Bank, National Association (‘‘Wells Fargo Bank’’) is acting as trustee (the ‘‘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. Any expenses incurred in removing the Trustee and/or appointing a successor trustee will be Additional Trust Fund Expenses; provided, however, in the event that the Trustee is removed pursuant to the terms of the Pooling and Servicing Agreement, or resigns or transfers its business, the Trustee shall bear all such expenses incurred by the Trust Fund in appointing a successor trustee; provided, however, if the Trustee is removed without cause, the removing party shall pay the expenses of appointing a successor trustee. As compensation for its services, the Trustee will be entitled to receive monthly, from general funds on deposi t in the Distribution Account, the Trustee Fee. The ‘‘Trustee Fee’’ for each Mortgage Loan and each REO Loan for any Distribution Date equals one month’s interest for the most recently ended calendar month (calculated on the basis of a 360 day year consisting of twelve 30 day months), accrued at the ‘‘Trustee Fee Rate’’ on the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, outstanding immediately following the prior Distribution Date (or, in the case of the initial Distribution Date, as of the Closing Date). The Trustee Fee Rate is a per annum rate set forth in the Pooling and Servicing Agreement. In addition, the Trustee will be entitled to recover from the Trust Fund all reasonable unanticipated expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Pooling and Servicing Agreement, but not including expenses incurred in the ordinary course of performing its duties as Trustee under the Pooling and Servicing Agreement, and not including any such expense, disbursement or advance as may arise from its willful misconduct, negligence or bad faith. The Trustee will not be entitled to any fee with respect to any Companion Loan. The Trustee also has certain duties with respect to REMIC Administration (in such capacity, the ‘‘REMIC Administrator’’). See ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Federal Income Tax Consequences for REMIC Certificates—Ta xation of Owners of REMIC Residual Certificates’’ and ‘‘—Reporting and Other Administrative Matters’’ in the accompanying prospectus.
The Trustee and any director, officer, employee, affiliate, agent or ‘‘control’’ person within the meaning of the Securities Act of the Trustee will be entitled to be indemnified for and held harmless by the Trust Fund against any loss, liability or reasonable ‘‘out of pocket’’ expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with the Pooling and Servicing Agreement, the Mortgage Loans or the Certificates or any act of the Master Servicer or the Special Servicer taken on behalf of the Trustee as provided for in the Pooling and Servicing Agreement; provided that such expense is an ‘‘unanticipated expense incurred by the REMIC’’ within the meaning of Treasury
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Regulations Section 1.860G-1(b)(3)(ii); provided, further, neither the Trustee, nor any of the other above specified persons will be entitled to indemnification pursuant to the Pooling and Servicing Agreement for (1) any liability specifically required to be borne thereby pursuant to the terms of the Pooling and Servicing Agreement, or (2) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee’s obligations and duties under the Pooling and Servicing Agreement, or by reason of its negligent disregard of such obligations and duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee, as applicable, ma de in the Pooling and Servicing Agreement.
Wells Fargo Bank will act as Trustee and Custodian under the Pooling and Servicing Agreement. Wells Fargo Bank is a national banking association and a wholly-owned subsidiary of Wells Fargo & Company, a diversified financial services company with approximately $482 billion in assets, 23 million customers and 158,000 employees as of December 31, 2006. Wells Fargo & Company is among the leading U.S. bank holding companies, providing banking, insurance, trust, mortgage and consumer finance services throughout the United States. Wells Fargo Bank provides retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services. The Depositor, the Sponsors, the Mortgage Loan Sellers, the Master Servicer and the Special Servicer may maintain banking and other commercial relationships with Wells Fargo Bank and its affiliates. The Trustee has served as loan file custodian for various mortgage loans owned by the Sponsors, including for Mortgage Loans included in the Trust Fund. The terms of the custodial agreements are customary for the commercial mortgage backed securities industry and provide for the delivery, receipt, review and safekeeping of mortgage loan files. The terms of the Pooling and Servicing Agreement with respect to the custody of the Mortgage Loans supersede any such custodial agreement. Wells Fargo Bank’s principal corporate trust offices are located at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951 and its office for certificate transfer services is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113.
Wells Fargo Bank has provided corporate trust services since 1934. Wells Fargo Bank acts as trustee with respect to a variety of transactions and asset types including corporate and municipal bonds, mortgage backed and asset backed securities and collateralized debt obligations. As of June 30, 2007, Wells Fargo Bank was acting as trustee on more than 285 series of commercial mortgage backed securities with an aggregate principal balance of over $350 billion.
In its capacity as trustee on commercial mortgage securitizations, Wells Fargo Bank is generally required to make an advance if the related master servicer or special servicer fails to make a required advance. In the past three years, Wells Fargo Bank has not been required to make an advance on a commercial mortgage backed securities transaction.
Under the terms of the Pooling and Servicing Agreement, the Trustee is responsible for securities administration, which includes pool performance calculations, distribution calculations and the preparation of monthly distribution reports. As securities administrator, the Trustee is responsible for the preparation of all REMIC tax returns on behalf of the REMICs and the preparation of monthly reports on Form 10-D (in regards to distribution and pool performance information) and annual reports on Form 10-K that are required to be filed with the SEC on behalf of the Trust Fund. Wells Fargo Bank has been engaged in the business of securities administration in connection with mortgage backed securities in excess of 20 years and in connection with commercial mortgage backed securities since 1997. It has acted as securities administrator with respect to more than 365 series of commercial mortgage backed securities, and, as of June 30, 2007, was acting as secu rities administrator with respect to more than $390 billion of outstanding commercial mortgage backed securities.
Wells Fargo Bank’s assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2006, furnished pursuant to Item 1122 of Regulation AB, discloses that it was not in compliance with the 1122(d)(3)(i) servicing criterion during that reporting period. The assessment of compliance indicates that certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the related pool assets, which errors may or may not have been material, and that all such errors were the result of data processing errors and/or the mistaken interpretation of data provided by other parties participating in the servicing function. The assessment
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further states that all necessary adjustments to Wells Fargo Bank’s data processing systems and/or interpretive clarifications have been made to correct those errors and to remedy related procedures. Despite the fact that the platform of transactions to which such assessment of compliance relates included commercial mortgage-backed securities transactions, the errors described above did not occur with respect to any such commercial mortgage-backed securities transactions.
There have been no material changes to Wells Fargo Bank’s policies or procedures with respect to its securities administration function other than changes required by applicable laws.
In the past three years, Wells Fargo Bank has not materially defaulted in its securities administration obligations under any pooling and servicing agreement or caused an early amortization or other performance triggering event because of servicing by Wells Fargo Bank with respect to commercial mortgage backed securities.
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 and REO Properties, as the case may be, in certain short term United States government securities and certain other permitted investment grade obligations, and the Trustee will be entitled to retain any interest or other income earned on such funds held in those accounts maintained by it, but shall be required to cover any losses on investments of funds held in those accounts maintained by it, from its own funds without any right to reimbursement, except in certain limited circumstances described in the Pooling and Servicing Agreement.
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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 N et 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.
Rate and Timing of Principal Payment. The yield to holders of any Offered Certificates purchased at a discount or premium will be affected by the rate and timing of principal payments made in reduction of the Certificate Balance of any Class of Sequential Pay Certificates. As described in this prospectus supplement, the Loan Group 1 Principal Distribution Amount (and, after the Class A-1A Certificates have been retired, any remaining Loan Group 2 Principal Distribution Amount) for each Distribution Date will generally be distributable first to reduce the Certificate Balance of the Class A-PB Certificates to the Class A-PB Planned Principal Balance, then, to the Class A-1 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-2 Certificates until the Certificate Balance thereof is reduced to zero, then to the Cl ass A-PB 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. The Loan Group 2 Principal Distribution Amount (and, after the Class A-3 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-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates and then the Non-Offered Certificates (other than the Class R and Class Z Certificates), in that order, in each case until the Certificate Balance of such Class of Certificates is reduced to zero. Consequently, the rate and timing of principal payments that are distri buted 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, and the rate and timing of principal prepayments and other unscheduled collections thereon (including for this purpose, collections made in connection with liquidations of Mortgage Loans due to defaults, casualties or condemnations affecting the Mortgaged Properties, or purchases of Mortgage Loans out of the Trust Fund). Furthermore, because the amount of principal that will be distributed to the Class A-1 Certificates, Class A-2 Certificates, Class A-PB Certificates, Class A-3 Certificates and Class A-1A Certificates 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-2 Certificates, Class A-PB Certificates and Class A-3 Certificates will be particularly sensitive to prepayments on Mortgage Loans in Loan Group 1 and the yield on the Class A-1A Certificates will be particularly sensitive to prepayments on Mortgage Loans in Loan Group 2. With respect to the Class A-PB Certificates, the extent to which the planned principal balances are achieved and the sensitivity of the Class A-PB Certificates to principal prepayments on the Mortgage Loans will depend in part on the period of time during which the Class A-1 Certificates, Class A-2 Certificates and Class A-1A Certificates 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 generally be distributed to the Class A-PB Certificates until the Certificate Balance of the Class A-PB C ertificates is reduced to zero. Accordingly, the Class A-PB Certificates will become more sensitive to the rate of prepayments on the Mortgage Loans than they were when the Class A-1 Certificates, Class A-2 Certificates and Class A-1A Certificates were outstanding. In addition, although the borrowers under ARD Loans may have
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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 cre ate 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 Offered 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 (other than the Class IO Certificates) may vary from the anticipated yield will depend upon the degree to which such Certificates are purchased at a discount or premium and when, and to what degree, payments of principal on the Mortgage Loans (and which of the Loan Groups such Mortgage Loan is deemed to be in) with respect to the Class A-1 Certificates, Class A-2 Certificates, Class A-PB Certificates, Class A-3 Certificates and Class A-1A Certificates 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 (other than the Class IO Certificates) 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 ca se of any Offered Certificate (other than the Class IO Certificates) 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 o n 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.
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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 (other than the Class A-1 Certificates, Class A-2 Certificates, Class A-PB Certificates, Class A-3 Certificates and Class A-1A Certificates, 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 (other than the Class A-1 Certificates, Class A-2 Certificates, Class A-PB Certificates, Class A-3 Certificates and Class A-1A Certificates, which share such Realized Losses and Additional Trust Fund Expenses pro rata) (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, Cl ass A-2 Certificates, Class A-PB Certificates, Class A-3 Certificates and Class A-1A Certificates (and the Class IO 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 Regular Certificates (other than the Class IO Certificates) on a pro rata basis.
Pass-Through Rate. The yield on the Class A-3 Certificates, Class A-1A Certificates, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F 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 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, manufactured housing 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 i n tax laws and other opportunities for investment. See ‘‘RISK FACTORS—The Offered Certificates—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 (except 3 Mortgage Loans, representing 9.7% of the Cut-Off Date Pool Balance, which may be prepaid with a Yield Maintenance Charge as of the Closing Date) may be prepaid at any time after the expiration of any applicable Lockout Period, subject, in some cases, to the payment of a Prepayment Premium or a Yield Maintenance Charge.
A requirement that a prepayment be accompanied by a Prepayment Premium or Yield Maintenance Charge may not provide a sufficient economic disincentive to deter a borrower from refinancing at a more favorable interest rate.
See ‘‘—Weighted Average Life’’ in this prospectus supplement.
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.
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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 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 on any Distribution Date is less than the Distributable Certificate Interest then payable for such Class of Certificates, the shortfall will be distributable to holders of such Class of Certificates 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.
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.
Yield Sensitivity of the Class IO Certificates. The yield to maturity on the Class IO Certificates will be extremely sensitive to the rate and timing of principal payments (including by reason of prepayments, defaults and liquidations), to the extent deemed to reduce the components comprising the Notional Amount of such Class, and interest rate reductions on the Mortgage Loans. Accordingly, investors in the Class IO Certificates should fully consider the associated risks, including the risk that a rapid rate of prepayment of the Mortgage Loans could result in the failure of such investors to fully recoup their initial investments. The allocation of a portion of collected Yield Maintenance Charges and Prepayment Premiums to the Class IO Certificates is intended to reduce those risks with respect to such Class; however, such allocation may be insuff icient to offset fully the adverse effects on the yields on such Class of Certificates that the related prepayments may otherwise have. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Prepayment Provisions’’ in this prospectus supplement.
Any optional termination of the Trust Fund would result in prepayment in full of the Certificates and would have an adverse effect on the yield of the Class IO Certificates to the extent the related components remained outstanding because a termination would have an effect similar to a prepayment in full of the Mortgage Loans (without, however, the payment of any Yield Maintenance Charges or Prepayment Premiums) and, as a result, investors in the Class IO Certificates might not fully recoup their initial investment. See ‘‘DESCRIPTION OF THE CERTIFICATES—Termination’’ in this prospectus supplement.
The table below indicates the sensitivity of the pre-tax corporate bond equivalent yields to maturity of the Class IO Certificates at various prices and constant prepayment rates. The allocation and calculations take account of any Prepayment Premiums or Yield Maintenance Charges. The yields set forth in the table were calculated by determining the monthly discount rates that, when applied to the assumed stream of cash flows to be paid on the Class IO Certificates, would cause the discounted present value of such assumed stream of cash flows to equal the assumed purchase prices plus accrued interest of the Class IO Certificates and converting such monthly rates to corporate bond equivalent rates. Such calculations do not take into account variations that may occur in the interest rates at which investors may
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be able to reinvest funds received by them as distributions on the Class IO Certificates and consequently do not purport to reflect the return on any investment in such Class of Certificates when such reinvestment rates are considered.
The table below has been prepared based on the assumption that distributions are made in accordance with ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions’’ in this prospectus supplement and on the Table Assumptions and with the assumed respective purchase prices (as a percentage of the Notional Amount of the Class IO Certificates) of the Class IO Certificates set forth in the table relating to such Class, plus accrued interest thereon from November 1, 2007 to the Closing Date, and on the additional assumption that the Pass-Through Rates for all of the Sequential Pay Certificates are as stated on page S-7 of this prospectus supplement and that the maturity of the Class IO Certificates will occur on the first Distribution Date on which the Trust Fund is subject to early termination.
Sensitivity to Principal Prepayments of the Pre-Tax Yields to Maturity of
the Class IO Certificates
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![]() | ![]() | 0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR | |||||||||||||
Assumed Purchase Price (32nds) | ![]() | ![]() | 0% CPR CBE Yield | ![]() | ![]() | 25% CPR CBE Yield | ![]() | ![]() | 50% CPR CBE Yield | ![]() | ![]() | 75% CPR CBE Yield | ![]() | ![]() | 100% CPR CBE Yield |
0 – 02 | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||
0 – 03 | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||
0 – 04 | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||
0 – 05 | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||
0 – 06 | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||
0 – 07 | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||
0 – 08 | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||
Weighted Average Life (in years) | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() |
There can be no assurance that the Mortgage Loans will prepay at any of the rates shown in the table or at any other particular rate, that the cash flows on the Class IO Certificates will correspond to the cash flows assumed for purposes of the above table or that the aggregate purchase price of the Class IO Certificates will be as assumed. In addition, it is unlikely that the Mortgage Loans will prepay at any of the specified percentages of CPR until maturity or that all the Mortgage Loans will so prepay at the same rate. Timing of changes in the rate of prepayments may significantly affect the actual yield to maturity to investors, even if the average rate of principal prepayments is consistent with the expectations of investors. Investors must make their own decisions as to the appropriate prepayment assumption to be used in deciding whether to purchase the Class IO Certificates. See ‘‘RISK FACTORS—The Offered Certificates—Prepayments Will Affect Your Yield’’ in this prospectus supplement.
Weighted Average Life
The weighted average life of any Class A-1 Certificates, Class A-2 Certificates, Class A-PB Certificates, Class A-3 Certificates, Class A-1A Certificates, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F Certificates refers to the average amount of time that will elapse from the assumed Closing Date until each dollar allocable to principal of such Offered Certificate is distributed to the investor. The weighted average life of any such Offered Certificate will be influenced by, among other things, the rate at which principal on the Mortgage Loans is paid or otherwise collected or advanced and applied to pay principal of such Offered Certificate, which may be in the form of scheduled amortization, voluntary prepayments, insurance and condemnation proceeds and liquidation proceeds. As described in this prospectus supplement, the Loan Group 1 Principal Distribution Amo unt (and, after the Class A-1A Certificates have been retired, any remaining Loan Group 2 Principal Distribution Amount) for each Distribution Date will generally be distributable first to reduce the Certificate Balance of the Class A-PB Certificates to the Class A-PB Planned Principal Balance, then, to the Class A-1 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-2 Certificates until the Certificate Balance thereof
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is reduced to zero, then, to the Class A-PB 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. The Loan Group 2 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-M Certificates, the Class A-J Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates, the Class E Certificates and the Class F Certificates in that order, in each case until the Certificate Balance of each such Class of Certificates, is reduced to zero.
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, the Class A-2 Certificates, the Class A-PB Certificates, the Class A-3 Certificates, the Class A-1A Certificates, the Class A-M Certificates, the Class A-J Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates, the Class E Certificates and the Class F 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 Balance 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, the Class A-1 Certificates and the Class A-2 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 to the Class A-PB Certificates until the Certificate Balance of the Class A-PB Certificates are 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 M ortgage Loans will prepay in a manner consistent with the assumptions described above. In addition, variations in the actual prepayment experience and in the balance of the Mortgage Loans that actually prepay may increase or decrease the percentages of initial Certificate Balances (and shorten or extend the weighted average lives) shown in the following tables. Investors are urged to conduct their own analyses of the rates at which the Mortgage Loans may be expected to prepay.
Prepayments on mortgage loans may be measured by a prepayment standard or model. The model used in this prospectus supplement is the ‘‘Constant Prepayment Rate’’ or ‘‘CPR’’ model. The CPR model represents an assumed constant annual rate of prepayment each month, expressed as a per annum percentage of the then scheduled principal balance of the pool of mortgage loans. As used in the tables set forth below, the column headed ‘‘0% CPR’’ assumes that none of the Mortgage Loans is prepaid in whole or in part before maturity o r 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
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Fund Expenses or Appraisal Reduction Amounts with respect to the Mortgage Loans or the Trust Fund, (v) scheduled interest and principal payments on the Mortgage Loans are timely received, (vi) ARD Loans pay in full on their Anticipated Repayment Dates, (vii) all Mortgage Loans have Due Dates on the first day of each month and accrue interest on the respective basis described in this prospectus supplement (i.e., a 30/360 basis or an Actual/360 basis), (viii) all prepayments are accompanied by a full month’s interest and there are no Prepayment Interest Shortfalls, (ix) there are no breaches of the Mortgage Loan Sellers’ representations and warranties regarding its Mortgage Loans, (x) all applicable Prepayment Premiums and Yield Maintenance Charges are collected, (xi) no party entitled thereto exercises its right of optional termination of the Trust Fun d 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) holdbacks and/or reserves held by the mortgagee are not applied to the prepayment of the related Mortgage Loan, (xiv) distributions on the Certificates are made on the 15th day (each assumed to be a business day) of each month, commencing in December, 2007 and (xv) the Closing Date for the sale of the Offered Certificates is November 13, 2007.
The tables set forth below 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. For purposes of the following tables, the weighted average life of an Offered Certificate is determined by (i) multiplying the amount of each principal distribution thereon by the number of years from the assumed Closing Date of such Certificate to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the reductions in the principal balance of such Certificate.
Percentages of the Closing Date Certificate Balance of the Class A-1 Certificates
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![]() | ![]() | 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 | ![]() |
11/15/08 | ![]() | ![]() | ![]() | ![]() | 82 | ![]() | ![]() | ![]() | ![]() | ![]() | 82 | ![]() | ![]() | ![]() | ![]() | ![]() | 82 | ![]() | ![]() | ![]() | ![]() | ![]() | 82 | ![]() | ![]() | ![]() | ![]() | ![]() | 82 | ![]() |
11/15/09 | ![]() | ![]() | ![]() | ![]() | 60 | ![]() | ![]() | ![]() | ![]() | ![]() | 60 | ![]() | ![]() | ![]() | ![]() | ![]() | 60 | ![]() | ![]() | ![]() | ![]() | ![]() | 60 | ![]() | ![]() | ![]() | ![]() | ![]() | 60 | ![]() |
11/15/10 | ![]() | ![]() | ![]() | ![]() | 36 | ![]() | ![]() | ![]() | ![]() | ![]() | 36 | ![]() | ![]() | ![]() | ![]() | ![]() | 36 | ![]() | ![]() | ![]() | ![]() | ![]() | 36 | ![]() | ![]() | ![]() | ![]() | ![]() | 36 | ![]() |
11/15/11 | ![]() | ![]() | ![]() | ![]() | 8 | ![]() | ![]() | ![]() | ![]() | ![]() | 8 | ![]() | ![]() | ![]() | ![]() | ![]() | 8 | ![]() | ![]() | ![]() | ![]() | ![]() | 8 | ![]() | ![]() | ![]() | ![]() | ![]() | 8 | ![]() |
11/15/12 | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Weighted Average Life (in years) | ![]() | ![]() | ![]() | ![]() | 2.38 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.38 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.38 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.37 | ![]() | ![]() | ![]() | ![]() | ![]() | 2.37 | ![]() |
Percentages of the Closing Date Certificate Balance of the Class A-2 Certificates
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![]() | ![]() | 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 | ![]() |
11/15/08 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/09 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/10 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/11 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/12 | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Weighted Average Life (in years) | ![]() | ![]() | ![]() | ![]() | 4.65 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.64 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.63 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.62 | ![]() | ![]() | ![]() | ![]() | ![]() | 4.48 | ![]() |
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Percentages of the Closing Date Certificate Balance of the Class A-PB Certificates
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![]() | ![]() | 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 | ![]() |
11/15/08 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/09 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/10 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/11 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/12 | ![]() | ![]() | ![]() | ![]() | 95 | ![]() | ![]() | ![]() | ![]() | ![]() | 95 | ![]() | ![]() | ![]() | ![]() | ![]() | 95 | ![]() | ![]() | ![]() | ![]() | ![]() | 95 | ![]() | ![]() | ![]() | ![]() | ![]() | 95 | ![]() |
11/15/13 | ![]() | ![]() | ![]() | ![]() | 75 | ![]() | ![]() | ![]() | ![]() | ![]() | 75 | ![]() | ![]() | ![]() | ![]() | ![]() | 75 | ![]() | ![]() | ![]() | ![]() | ![]() | 75 | ![]() | ![]() | ![]() | ![]() | ![]() | 75 | ![]() |
11/15/14 | ![]() | ![]() | ![]() | ![]() | 52 | ![]() | ![]() | ![]() | ![]() | ![]() | 52 | ![]() | ![]() | ![]() | ![]() | ![]() | 52 | ![]() | ![]() | ![]() | ![]() | ![]() | 52 | ![]() | ![]() | ![]() | ![]() | ![]() | 52 | ![]() |
11/15/15 | ![]() | ![]() | ![]() | ![]() | 28 | ![]() | ![]() | ![]() | ![]() | ![]() | 28 | ![]() | ![]() | ![]() | ![]() | ![]() | 28 | ![]() | ![]() | ![]() | ![]() | ![]() | 28 | ![]() | ![]() | ![]() | ![]() | ![]() | 28 | ![]() |
11/15/16 | ![]() | ![]() | ![]() | ![]() | 2 | ![]() | ![]() | ![]() | ![]() | ![]() | 1 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
11/15/17 | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Weighted Average Life (in years) | ![]() | ![]() | ![]() | ![]() | 7.08 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.08 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.08 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.08 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.08 | ![]() |
Percentages of the Closing Date Certificate Balance of the Class A-3 Certificates
![](https://capedge.com/proxy/FWP/0000950136-07-007053/spacer.gif)
![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() |
![]() | ![]() | 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 | ![]() |
11/15/08 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/09 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/10 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/11 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/12 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/13 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/14 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/15 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/16 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 94 | ![]() |
11/15/17 | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Weighted Average Life (in years) | ![]() | ![]() | ![]() | ![]() | 9.44 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.44 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.43 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.41 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.28 | ![]() |
Percentages of the Closing Date Certificate Balance of the Class A-1A Certificates
![](https://capedge.com/proxy/FWP/0000950136-07-007053/spacer.gif)
![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() |
![]() | ![]() | 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 | ![]() |
11/15/08 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/09 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/10 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/11 | ![]() | ![]() | ![]() | ![]() | 99 | ![]() | ![]() | ![]() | ![]() | ![]() | 97 | ![]() | ![]() | ![]() | ![]() | ![]() | 94 | ![]() | ![]() | ![]() | ![]() | ![]() | 89 | ![]() | ![]() | ![]() | ![]() | ![]() | 71 | ![]() |
11/15/12 | ![]() | ![]() | ![]() | ![]() | 60 | ![]() | ![]() | ![]() | ![]() | ![]() | 60 | ![]() | ![]() | ![]() | ![]() | ![]() | 60 | ![]() | ![]() | ![]() | ![]() | ![]() | 60 | ![]() | ![]() | ![]() | ![]() | ![]() | 60 | ![]() |
11/15/13 | ![]() | ![]() | ![]() | ![]() | 59 | ![]() | ![]() | ![]() | ![]() | ![]() | 59 | ![]() | ![]() | ![]() | ![]() | ![]() | 59 | ![]() | ![]() | ![]() | ![]() | ![]() | 59 | ![]() | ![]() | ![]() | ![]() | ![]() | 59 | ![]() |
11/15/14 | ![]() | ![]() | ![]() | ![]() | 59 | ![]() | ![]() | ![]() | ![]() | ![]() | 59 | ![]() | ![]() | ![]() | ![]() | ![]() | 59 | ![]() | ![]() | ![]() | ![]() | ![]() | 59 | ![]() | ![]() | ![]() | ![]() | ![]() | 59 | ![]() |
11/15/15 | ![]() | ![]() | ![]() | ![]() | 58 | ![]() | ![]() | ![]() | ![]() | ![]() | 58 | ![]() | ![]() | ![]() | ![]() | ![]() | 58 | ![]() | ![]() | ![]() | ![]() | ![]() | 58 | ![]() | ![]() | ![]() | ![]() | ![]() | 58 | ![]() |
11/15/16 | ![]() | ![]() | ![]() | ![]() | 57 | ![]() | ![]() | ![]() | ![]() | ![]() | 57 | ![]() | ![]() | ![]() | ![]() | ![]() | 57 | ![]() | ![]() | ![]() | ![]() | ![]() | 57 | ![]() | ![]() | ![]() | ![]() | ![]() | 57 | ![]() |
11/15/17 | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Weighted Average Life (in years) | ![]() | ![]() | ![]() | ![]() | 7.54 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.51 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.47 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.42 | ![]() | ![]() | ![]() | ![]() | ![]() | 7.20 | ![]() |
S-187
Percentages of the Closing Date Certificate Balance of the Class A-M Certificates
![](https://capedge.com/proxy/FWP/0000950136-07-007053/spacer.gif)
![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() |
![]() | ![]() | 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 | ![]() |
11/15/08 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/09 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/10 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/11 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/12 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/13 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/14 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/15 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/16 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/17 | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Weighted Average Life (in years) | ![]() | ![]() | ![]() | ![]() | 9.79 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.78 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.77 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.76 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.59 | ![]() |
Percentages of the Closing Date Certificate Balance of the Class A-J Certificates
![](https://capedge.com/proxy/FWP/0000950136-07-007053/spacer.gif)
![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() |
![]() | ![]() | 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 | ![]() |
11/15/08 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/09 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/10 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/11 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/12 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/13 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/14 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/15 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/16 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/17 | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Weighted Average Life (in years) | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.83 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.62 | ![]() |
Percentages of the Closing Date Certificate Balance of the Class B Certificates
![](https://capedge.com/proxy/FWP/0000950136-07-007053/spacer.gif)
![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() |
![]() | ![]() | 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 | ![]() |
11/15/08 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/09 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/10 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/11 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/12 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/13 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/14 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/15 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/16 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/17 | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Weighted Average Life (in years) | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.67 | ![]() |
S-188
Percentages of the Closing Date Certificate Balance of the Class C Certificates
![](https://capedge.com/proxy/FWP/0000950136-07-007053/spacer.gif)
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![]() | ![]() | 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 | ![]() |
11/15/08 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/09 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/10 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/11 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/12 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/13 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/14 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/15 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/16 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/17 | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Weighted Average Life (in years) | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.67 | ![]() |
Percentages of the Closing Date Certificate Balance of the Class D Certificates
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![]() | ![]() | 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 | ![]() |
11/15/08 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/09 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/10 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/11 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/12 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/13 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/14 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/15 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/16 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/17 | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Weighted Average Life (in years) | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.67 | ![]() |
Percentages of the Closing Date Certificate Balance of the Class E Certificates
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![]() | ![]() | 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 | ![]() |
11/15/08 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/09 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/10 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/11 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/12 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/13 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/14 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/15 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/16 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/17 | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Weighted Average Life (in years) | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.67 | ![]() |
S-189
Percentages of the Closing Date Certificate Balance of the Class F Certificates
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![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() |
![]() | ![]() | 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 | ![]() |
11/15/08 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/09 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/10 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/11 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/12 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/13 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/14 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/15 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/16 | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() | ![]() | ![]() | ![]() | ![]() | 100 | ![]() |
11/15/17 | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() | ![]() | ![]() | ![]() | ![]() | 0 | ![]() |
Weighted Average Life (in years) | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.84 | ![]() | ![]() | ![]() | ![]() | ![]() | 9.67 | ![]() |
Effect of Loan Groups
Generally, the Class A-1, Class A-2, Class A-PB and Class A-3 Certificates 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 in respect of the Mortgage Loans in Loan Group 2 until the Certificate Principal Balance of the Class A-3 Certificates has 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 reviewin g this ‘‘YIELD AND MATURITY CONSIDERATIONS’’ section.
S-190
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 Dewey & LeBoeuf 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 th e 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 the Early Defeasance Loans and any Additional Interest on the ARD Loans. In addition, each Early Defeasance Loan will constitute the sole asset of a separate Early Defeasance Loan REMIC and the ‘‘regular interest’’ in each such Early Defeasance Loan REMIC (instead of the related Mortgage Loan and any related REO Property) will be an asset of one of the aforementioned REMICs. Upon the issuance of the Offered Certificates, Dewey & LeBoeuf LLP will deliver its opinion generally to th e effect that, assuming (1) the making of appropriate elections, (2) compliance with all provisions of the Pooling and Servicing Agreement and (3) 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 Regular Certificates will represent ‘‘regular interests’’ in REMIC II and generally will be treated as newly originated debt instruments of such REMIC. See ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Federal Income Tax Consequences for REMIC Certificates—REMICs’’ in the accompanying prospectus. The portion of the Trust Fund consisting of Additional Interest and the Additional Interest Account will be treated as a grantor trust for federal income tax purposes, and the Class Z Certificates will represent undivided beneficial interests in such portion of the grantor trust. See ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES—F ederal Income Tax Consequences for REMIC Certificates—REMICs’’ and ‘‘—Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made’’ in the accompanying prospectus.
Taxation of the Offered Certificates
Based on expected issue prices, it is anticipated that the Class Certificates will be treated as having been issued at a premium, that the Class Certificates will be issued with de minimis original issue discount and that the Class Certificates will be issued with original issue discount for federal income tax purposes.
Whether any holder of a Class of Offered Certificates will be treated as holding a Certificate with amortizable bond premium will depend on such Certificateholder’s purchase price and the distributions remaining to be made on such Certificate at the time of its acquisition by such Certificateholder. Holders of each such Class of Certificates should consult their own tax advisors regarding the possibility of making an election to amortize such premium. See ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES —Federal Income Tax Consequences for REMIC Certificates—Taxation of Owners of Regular Certificates—Premium’’ in the accompanying prospectus.
The prepayment assumption that will be used in determining the rate of accrual of original issue discount, if any, or amortization of amortizable bond premium for federal income tax purposes will be based on the 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. Sec ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Federal Income Tax Consequences for REMIC Certificates— REMICs’’ and ‘‘—Taxation of Owners of Regular Certificates—Original Issue Discount’’ in the accompanying prospectus.
S-191
The Internal Revenue Service (the ‘‘IRS’’) has issued regulations (the ‘‘OID Regulations’’) under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Purchasers of the Offered Certificates should be aware that the OID Regulations and Section 1272(a)(6) of the Code do not adequately address certain issues relevant to, or are not applicable to, securities such as the Offered Certificates. Prospective purchasers of Offered Certificates are advised to consult their tax advisors concerning the tax treatment of such Certificates.
Each holder of a Class IO Certificate will be required to accrue original issue discount in each taxable year on a current basis and on the assumption that no defaults, delinquencies or Realized Losses on Mortgage Loans will occur in any future period. As a result, the taxable original issue discount income reported by the holder of a Class IO Certificate could exceed the economic income actually received by the holder in a given taxable year, particularly in the early taxable years of the term of the Class IO Certificates. Although the holder of a Class IO Certificate would eventually recognize a loss or a reduction in income attributable to previously included interest and/or original issue discount income that, as the result of the subsequent occurrence of any defaults, delinquencies and Realized Losses, is ultimately not received, the law is unclear as to the timing and the character of any such eventual loss, deduction or reduction in income. Moreover, the present value of the taxes payable on such income may exceed the present value of the tax benefits associated with any such eventual loss, deduction or reduction in income, assuming no changes in tax rates, even if the income and loss are both ordinary in character.
The Offered Certificates will be treated as ‘‘real estate assets’’ within the meaning of Section 856(c)(5)(B) of the Code for a ‘‘real estate investment trust’’ (‘‘REIT’’). In addition, interest (including original issue discount) on the Offered Certificates will be interest described in Section 856(c)(3)(B) of the Code for a REIT. However, the Offered Certificates will generally only be considered assets described in Section 7701(a)(19)(C) of the Code for a domestic building and loan association to the extent that the Mortgage Loans are secured by multifamily properties (approximately 21.4% of the Cut-Off Date Pool Balance) and, accordingly, investment in the Offered Certificates may not be suitable for certain thrift institutions. Holders of the Offered Certificates shoul d consult their own tax advisors as to whether the foregoing percentage or some other percentage applies to their Certificates. 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 P remiums in general.
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-192
ERISA CONSIDERATIONS
The following description is general in nature, is not intended to be all-inclusive, is based on the law and practice in force at the date of this document and is subject to any subsequent changes therein. In view of the individual nature of the Employee Retirement Income Security Act of 1974, as amended (‘‘ERISA’’), and Code consequences, each potential investor that is a Plan (as described below) is advised to consult its own legal advisor with respect to the specific ERISA and Code consequences of investing in the Offered Certificates and to make its own independent decision. The following is merely a summary and should not be construed as legal advice.
A fiduciary of any employee benefit plan or other retirement plan or arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds, separate accounts and general accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or Section 4975 of the Code (a ‘‘Plan’’) should carefully review with its legal advisors whether the purchase or holding of Offered Certificates could give rise to a transaction that is prohibited or is not otherwise permitted either under ERISA or Section 4975 of the Code or whether there exists any statutory or administrative exemption applicable thereto. Other employee benefit plans, including governmental plans (as defined in Section 3(32) of ERISA) and church plans (as defined in Section 3(33) of ERISA and provided no e lection has been made under Section 410(d) of the Code), while not subject to the foregoing provisions of ERISA or the Code, may be subject to materially similar provisions of applicable federal, state or local law (‘‘Similar Law’’).
The US Department of Labor has issued individual exemptions to each of the Underwriters (Prohibited Transaction Exemption (‘‘PTE’’) 96-22 (April 3, 1996) to Wachovia Corporation, and its subsidiaries and its affiliates, which include Wachovia Capital Markets, LLC (‘‘Wachovia Securities’’), Final Authorization Number 2004-03E (February 4, 2004) to Barclays Capital Inc. (‘‘Barclays Capital’’) and PTE 91-14 (February 22, 1991) to Lehman Brothers Inc. (‘‘Lehman’’) (each, an ‘‘Exemption’’ and collectively, the ‘‘Exemptions’’)), each of which, generally exempts from the application of the prohibited transaction provisions of Sections 406(a) and (b) and 407(a) of ERISA, and the excise taxes imposed on such prohibited transactions pursuant to Sections 4975(a) and (b) of the Code, the purchase, sale and holding of mortgage pass-through certificates underwritten by an Underwriter, as hereinafter defined; provided that certain conditions set forth in the Exemptions are satisfied. For purposes of this discussion, the term ‘‘Underwriter’’ shall include (a) Wachovia Securities, (b) Barclays Capital, (c) Lehman, (d) any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Wachovia Securities, Barclays Capital or Lehman and (e) any member of the underwriting syndicate or selling group of which Wachovia Securities, Barclays Capital and Lehman or a person described in (d) 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 o f The McGraw-Hill Companies, Inc. (‘‘S&P’’). Moody’s Investors Service, Inc. (‘‘Moody’s’’) or Fitch, Inc. (‘‘Fitch’’), DBRS Limited or DBRS, Inc. 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 Underwrit er. The ‘‘Restricted Group’’ consists of each of the Underwriters, the Depositor, the Master Servicer, the Special Servicer, the Trustee, 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
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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. Fi fth, 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.
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 at least one NRSRO 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 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 int erest 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
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of a mortgage obligation and substitution of a new mortgage obligation, as so described, have been approved by an NRSRO and do not result in any Offered Certificates receiving a lower credit rating from the NRSRO than the current rating. The Pooling and Servicing Agreement is a pooling and servicing agreement as defined in the Exemptions. The Pooling and Servicing Agreement provides that all transactions relating to the servicing, management and operations of the Trust Fund must be carried out in accordance with the Pooling and Servicing Agreement.
Before purchasing any Class of Offered Certificate, a fiduciary of a Plan should itself confirm that the specific and general conditions of the Exemptions and the other requirements set forth in the Exemptions would be satisfied.
Any Plan fiduciary considering the purchase of Offered Certificates should consult with its counsel with respect to the applicability of the Exemptions and other issues and determine on its own whether all conditions have been satisfied and whether the Offered Certificates are an appropriate investment for a Plan under ERISA and the Code (or, in the case of governmental plans and certain church plans, under Similar Law) with regard to ERISA’s general fiduciary requirements, including investment prudence and diversification and the exclusive benefit rule. Each purchaser of the Offered Certificates with the assets of one or more Plans shall be deemed to represent that each such Plan qualifies as an ‘‘accredited investor’’ as defined in Rule 501(a)(1) of Regulation D under the Securities Act. No Plan may purchase or hold an interest in any Class of Offered Certificates unless (a) such Certificates are rated in one of the top four gener ic rating categories by at least one NRSRO at the time of such purchase or (b) such Plan is an insurance company general account that represents and warrants that it is eligible for, and meets all of the requirements of, Sections I and III of Prohibited Transaction Class Exemption 95-60.
THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION OR WARRANTY BY THE DEPOSITOR, THE UNDERWRITERS OR ANY OTHER PERSON THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR PLAN, THAT THE EXEMPTIONS WOULD APPLY TO THE ACQUISITION OF THIS INVESTMENT BY PLANS IN GENERAL OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR ANY PARTICULAR PLAN.
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 Off ered 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 will constitute legal investments for them or are subject to investment, capital or other restrictions. Sec ‘‘LEGAL INVESTMENT’’ in the accompanying prospectus.
CERTAIN RELATIONSHIPS AMONG PARTIES
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
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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 of Wachovia Bank, National Association, which is one of the Mortgage Loan Sellers, a Sponsor, and the Master Servicer. This may result in a conflict of interest between the interests of Wachovia Securities and/or its affiliates and the interests of the holders of the Certificates.
Barclays Capital, one of the Underwriters, is an affiliate of BCRE, which is one of the Mortgage Loan Sellers and a Sponsor.
Wachovia Bank, National Association, the Master Servicer, a sponsor and one of the mortgage loan sellers, may finance the acquisition of certain of the certificates by one or more investors from time to time.
LEGAL MATTERS
Certain legal matters will be passed upon for the Depositor by Dewey & LeBoeuf 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 Moody’s and S&P (together, the ‘‘Rating Agencies’’):
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Class | ![]() | ![]() | Expected Ratings from Moody’s/S&P |
Class A-1 | ![]() | ![]() | Aaa/AAA |
Class A-2 | ![]() | ![]() | Aaa/AAA |
Class A-PB | ![]() | ![]() | Aaa/AAA |
Class A-3 | ![]() | ![]() | Aaa/AAA |
Class A-1A | ![]() | ![]() | Aaa/AAA |
Class IO | ![]() | ![]() | Aaa/AAA |
Class A-M | ![]() | ![]() | Aaa/AAA |
Class A-J | ![]() | ![]() | Aaa/AAA |
Class B | ![]() | ![]() | Aa1/AA+ |
Class C | ![]() | ![]() | Aa2/AA |
Class D | ![]() | ![]() | Aa3/AA− |
Class E | ![]() | ![]() | A1/A+ |
Class F | ![]() | ![]() | 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, except in the case of the Class IO Certificates, distributions of principal by the Rated Final Distribution Date set forth on the cover page of this prospectus supplement. The ratings take into consideration the credit quality of the Mortgage Pool, structural and legal aspects associated with the Offered Certificates, and the extent to which the payment stream from the Mortgage Pool is adequate to make payments required under the Offered Certificates. In addition, rating adjustments may result from a change in the financial position of the Trustee as back up liquidity provider. A security rating does not represent any assessment of the yield to maturity that investors may experience or the possibility that the holders of the Class IO Certificates might not fully recover their investment in the event of rapid prepayments of the Mortgage Loans (including both voluntary and involuntary prepayments). 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 net default interest or
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Additional Interest, (iv) whether and to what extent payments of Yield Maintenance Charges or Prepayment Premiums 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. As described in this prospectus supplement, the amounts payable with respect to the Class IO Certificates consist only of interest. If the entire Mortgage Pool were to prepay in the initial month, with the result that the holders of the Class IO Certificates receive only a single month’s interest and thus suffer a nearly complete loss of their investment, all amounts ‘‘due’’ to such Certificateholders will nevertheless have been paid, and such result is consistent with the ratings received on the Class IO Certificates. The Class IO Certificates’ Notional Amount upon which interest is calculated is reduced by the allocation of Realized Losses, Additional Trust Fund Expenses and prepayments, whether voluntary or involuntary to the extent described herein. The rating does not address the timing or magnitude of reductions of the Notional Amount of the Class IO Certificates, but only the obligation to pay interest timely on the Notional Amount as reduced from time to time. Accordingly, the ratings of the Class IO Certificates should be evaluated independently from similar ratings on other types of securities.
There can be no assurance that any rating agency not requested to rate the Offered Certificates will 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.
Pursuant to an agreement between the Depositor and each of the Rating Agencies, the Rating Agencies will provide ongoing ratings feedback with respect to the Offered Certificates for as long as they remain issued and outstanding.
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INDEX OF DEFINED TERMS
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![]() | ![]() | ![]() | ![]() |
1% ( ) | ![]() | ![]() | S-104 |
2% ( ) | ![]() | ![]() | S-104 |
2100 Ross Intercreditor Agreement | ![]() | ![]() | S-88 |
2100 Ross Loan | ![]() | ![]() | S-85 |
2100 Ross Subordinate Companion Loan | ![]() | ![]() | S-86 |
2100 Ross Whole Loan | ![]() | ![]() | S-86 |
3% ( ) | ![]() | ![]() | S-104 |
30/360 basis | ![]() | ![]() | S-78 |
30/360 Mortgage Loans | ![]() | ![]() | S-78 |
A/B Loan Control Appraisal Period | ![]() | ![]() | S-93, S-94 |
A/B Loan Intercreditor Agreement | ![]() | ![]() | S-90 |
A/B Loan Intercreditor Agreements | ![]() | ![]() | S-90 |
A/B Loans | ![]() | ![]() | S-88 |
Accrued Certificate Interest | ![]() | ![]() | S-159 |
Actual/360 basis | ![]() | ![]() | S-78 |
Additional Interest | ![]() | ![]() | S-79 |
Additional Interest Account | ![]() | ![]() | S-153 |
Additional Trust Fund Expenses | ![]() | ![]() | S-165 |
Administrative Cost Rate | ![]() | ![]() | S-104 |
Advance | ![]() | ![]() | S-167 |
Anticipated Repayment Date | ![]() | ![]() | S-79 |
Appraisal Reduction Amount | ![]() | ![]() | S-169 |
ARD Loans | ![]() | ![]() | S-79 |
Assumed Final Distribution Date | ![]() | ![]() | S-174 |
Assumed Scheduled Payment | ![]() | ![]() | S-161 |
Available Distribution Amount | ![]() | ![]() | S-151 |
Balloon Loans | ![]() | ![]() | S-78 |
Balloon Payment | ![]() | ![]() | S-78 |
Barclays Capital | ![]() | ![]() | S-193 |
BCRE | ![]() | ![]() | S-78, S-113 |
BCRE Mortgage Loans | ![]() | ![]() | S-115 |
Breach | ![]() | ![]() | S-122 |
Capital Imp. Reserve | ![]() | ![]() | S-105 |
Caplease | ![]() | ![]() | S-86 |
Caplease Intercreditor Agreement | ![]() | ![]() | S-88 |
Caplease Junior Note A Subordinate Companion Loan | ![]() | ![]() | S-91 |
Caplease Loan | ![]() | ![]() | S-86 |
Caplease Note B Subordinate Companion Loan | ![]() | ![]() | S-91 |
Caplease Senior Note A-2 Subordinate Companion Loan | ![]() | ![]() | S-91 |
Caplease Subordinate Companion Loans | ![]() | ![]() | S-86 |
Caplease Whole Loan | ![]() | ![]() | S-86 |
Certificate Account | ![]() | ![]() | S-152 |
Certificate Balance | ![]() | ![]() | S-148 |
Certificate Deferred Interest | ![]() | ![]() | S-149 |
Certificateholders | ![]() | ![]() | S-151 |
Certificates | ![]() | ![]() | S-147 |
Class | ![]() | ![]() | S-147 |
Class A Certificates | ![]() | ![]() | S-147 |
Class A-PB Planned Principal Balance | ![]() | ![]() | S-161 |
CMAE | ![]() | ![]() | S-128 |
CMSA | ![]() | ![]() | S-172 |
CMSA Bond File | ![]() | ![]() | S-172 |
CMSA Collateral Summary File | ![]() | ![]() | S-172 |
CMSA Loan Periodic Update File | ![]() | ![]() | S-172 |
CMSA Property File | ![]() | ![]() | S-172 |
CMSA Reconciliation of Funds Report | ![]() | ![]() | S-172 |
Code | ![]() | ![]() | S-117 |
Co-Lender Loans | ![]() | ![]() | S-86 |
Collection Period | ![]() | ![]() | S-151 |
Companion Loans | ![]() | ![]() | S-88 |
Compensating Interest Payment | ![]() | ![]() | S-138 |
Component | ![]() | ![]() | S-149 |
Component Balance | ![]() | ![]() | S-149 |
Components | ![]() | ![]() | S-149 |
Constant Prepayment Rate | ![]() | ![]() | S-185 |
Contract Rent | ![]() | ![]() | S-105 |
Controlling Class | ![]() | ![]() | S-130 |
Controlling Class Representative | ![]() | ![]() | S-129 |
Core Material Documents | ![]() | ![]() | S-117 |
Corrected Mortgage Loan | ![]() | ![]() | S-131 |
CPR | ![]() | ![]() | S-185 |
Cross Collateralized and Cross Defaulted Loan Flag | ![]() | ![]() | S-101 |
Crossed Group | ![]() | ![]() | S-122 |
Crossed Loan | ![]() | ![]() | S-122 |
Custodian | ![]() | ![]() | S-116 |
Cut-Off Date | ![]() | ![]() | S-76 |
Cut-Off Date Balance | ![]() | ![]() | S-76 |
Cut-Off Date Group 1 Balance | ![]() | ![]() | S-76 |
Cut-Off Date Group 2 Balance | ![]() | ![]() | S-76 |
Cut-Off Date Group Balances | ![]() | ![]() | S-76 |
Cut-Off Date LTV | ![]() | ![]() | S-103 |
Cut-Off Date LTV Ratio | ![]() | ![]() | S-103 |
Cut-Off Date Pool Balance | ![]() | ![]() | S-76 |
CWCAM | ![]() | ![]() | S-128 |
D ( ) | ![]() | ![]() | S-104 |
Dean Foods – Opa-Locka, FL Intercreditor Agreement | ![]() | ![]() | S-89 |
Dean Foods – Opa-Locka, FL Loan | ![]() | ![]() | S-86 |
Dean Foods – Opa-Locka, FL Subordinate Companion Loan | ![]() | ![]() | S-88 |
Deans Foods – Opa-Locka, FL Whole Loan | ![]() | ![]() | S-88 |
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![]() | ![]() | ![]() | ![]() |
Defaulted Lease Claim | ![]() | ![]() | S-86 |
Defaulted Mortgage Loan | ![]() | ![]() | S-143 |
Defeasance | ![]() | ![]() | S-104 |
Defeasance Collateral | ![]() | ![]() | S-80 |
Defect | ![]() | ![]() | S-122 |
Depositor | ![]() | ![]() | S-107 |
Determination Date | ![]() | ![]() | S-151 |
Determination Party | ![]() | ![]() | S-122 |
Discount Rate | ![]() | ![]() | S-163 |
Distributable Certificate Interest | ![]() | ![]() | S-159 |
Distribution Account | ![]() | ![]() | S-152 |
Distribution Date | ![]() | ![]() | S-151 |
Distribution Date Statement | ![]() | ![]() | S-170 |
DSC Ratio | ![]() | ![]() | S-101 |
DSCR | ![]() | ![]() | S-101 |
DTC | ![]() | ![]() | S-148 |
Due Date | ![]() | ![]() | S-78 |
Early Defeasance Loan REMIC | ![]() | ![]() | S-81 |
Early Defeasance Loans | ![]() | ![]() | S-81 |
Early Defeasance Mortgage Loans | ![]() | ![]() | S-30 |
ERISA | ![]() | ![]() | S-193 |
Excess Cash Flow | ![]() | ![]() | S-79 |
Excluded Plan | ![]() | ![]() | S-194 |
Exemption | ![]() | ![]() | S-193 |
Exemptions | ![]() | ![]() | S-193 |
Final Recovery Determination | ![]() | ![]() | S-171 |
Fitch | ![]() | ![]() | S-193 |
Form 8-K | ![]() | ![]() | S-123 |
FSMA | ![]() | ![]() | S-3 |
Gain-on-Sale Reserve Account | ![]() | ![]() | S-153 |
Glenbrooke at Palm Bay Intercreditor Agreement | ![]() | ![]() | S-89 |
Glenbrooke at Palm Bay Loan | ![]() | ![]() | S-85 |
Glenbrooke at Palm Bay Subordinate Companion Loan | ![]() | ![]() | S-86 |
Glenbrooke at Palm Bay Whole Loan | ![]() | ![]() | S-86 |
Intercreditor Agreement | ![]() | ![]() | S-90 |
Intercreditor Agreements | ![]() | ![]() | S-90 |
Interest Accrual Period | ![]() | ![]() | S-150 |
Interest Reserve Account | ![]() | ![]() | S-152 |
Interest Reserve Amount | ![]() | ![]() | S-152 |
Interest Reserve Loans | ![]() | ![]() | S-152 |
IRS | ![]() | ![]() | S-192 |
L ( ) | ![]() | ![]() | S-104 |
Lehman | ![]() | ![]() | S-193 |
Liquidation Fee | ![]() | ![]() | S-138 |
Llano Logistics Intercreditor Agreement | ![]() | ![]() | S-89 |
Llano Logistics Loan | ![]() | ![]() | S-85 |
Llano Logistics Subordinate Companion Loan | ![]() | ![]() | S-86 |
Llano Logistics Whole Loan | ![]() | ![]() | S-86 |
Loan Group 1 | ![]() | ![]() | S-76 |
Loan Group 1 Principal Distribution Amount | ![]() | ![]() | S-160 |
Loan Group 2 | ![]() | ![]() | S-76 |
Loan Group 2 Principal Distribution Amount | ![]() | ![]() | S-160 |
Loan Groups | ![]() | ![]() | S-76 |
Loan Pair | ![]() | ![]() | S-124 |
Loan per Sq. Ft., Unit, Pad or Room | ![]() | ![]() | S-103 |
Lockout | ![]() | ![]() | S-104 |
Lockout Period | ![]() | ![]() | S-104 |
LTV at ARD or Maturity | ![]() | ![]() | S-103 |
Majority Subordinate Certificateholder | ![]() | ![]() | S-176 |
Master Servicer | ![]() | ![]() | S-125 |
Master Servicing Fee | ![]() | ![]() | S-137 |
Master Servicing Fee Rate | ![]() | ![]() | S-137 |
Maturity Date LTV Ratio | ![]() | ![]() | S-103 |
Moody’s | ![]() | ![]() | S-193 |
Mortgage | ![]() | ![]() | S-76 |
Mortgage Deferred Interest | ![]() | ![]() | S-149 |
Mortgage File | ![]() | ![]() | S-116 |
Mortgage Loan | ![]() | ![]() | S-162 |
Mortgage Loan Purchase Agreement | ![]() | ![]() | S-115 |
Mortgage Loan Purchase Agreements | ![]() | ![]() | S-115 |
Mortgage Loans | ![]() | ![]() | S-76, S-137, S-162 |
Mortgage Note | ![]() | ![]() | S-76 |
Mortgage Pool | ![]() | ![]() | S-76 |
Mortgage Rate | ![]() | ![]() | S-78 |
Mortgaged Property | ![]() | ![]() | S-76 |
NA | ![]() | ![]() | S-105 |
NAV | ![]() | ![]() | S-105 |
Nestle 94 Pool Loan | ![]() | ![]() | S-85 |
Net Aggregate Prepayment Interest Shortfall | ![]() | ![]() | S-159 |
Net Mortgage Rate | ![]() | ![]() | S-150 |
Newforest Estates Intercreditor Agreement | ![]() | ![]() | S-89 |
Newforest Estates Loan | ![]() | ![]() | S-85 |
Newforest Estates Subordinate Companion Loan | ![]() | ![]() | S-87 |
Newforest Estates Whole Loan | ![]() | ![]() | S-87 |
Non-Offered Certificates | ![]() | ![]() | S-147 |
Nonrecoverable P&I Advance | ![]() | ![]() | S-167 |
Notional Amount | ![]() | ![]() | S-149 |
NRSRO | ![]() | ![]() | S-193 |
O ( ) | ![]() | ![]() | S-104 |
Occupancy Percentage | ![]() | ![]() | S-104 |
Offered Certificates | ![]() | ![]() | S-147 |
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OID Regulations | ![]() | ![]() | S-192 |
Open Period | ![]() | ![]() | S-104 |
Option Price | ![]() | ![]() | S-143 |
Original Term to Maturity | ![]() | ![]() | S-105 |
Pari Passu Companion Loans | ![]() | ![]() | S-88 |
Pari Passu Loans | ![]() | ![]() | S-88 |
Periodic Payments | ![]() | ![]() | S-78 |
Plan | ![]() | ![]() | S-193 |
Pooling and Servicing Agreement | ![]() | ![]() | S-147 |
PPA | ![]() | ![]() | S-126 |
Prepayment Interest Excess | ![]() | ![]() | S-138 |
Prepayment Interest Shortfall | ![]() | ![]() | S-138 |
Prepayment Premiums | ![]() | ![]() | S-162 |
Primary Collateral | ![]() | ![]() | S-123 |
Principal Distribution Amount | ![]() | ![]() | S-160 |
Privileged Person | ![]() | ![]() | S-174 |
Prospectus Directive | ![]() | ![]() | S-2 |
PTE | ![]() | ![]() | S-193 |
Purchase Option | ![]() | ![]() | S-143 |
Purchase Price | ![]() | ![]() | S-117 |
P&I | ![]() | ![]() | S-126 |
P&I Advance | ![]() | ![]() | S-166 |
Qualified Appraiser | ![]() | ![]() | S-169 |
Qualified Substitute Mortgage Loan | ![]() | ![]() | S-118 |
Rated Final Distribution Date | ![]() | ![]() | S-175 |
Rating Agencies | ![]() | ![]() | S-196 |
Realized Losses | ![]() | ![]() | S-165 |
Regular Certificates | ![]() | ![]() | S-147 |
Reimbursement Rate | ![]() | ![]() | S-168 |
REIT | ![]() | ![]() | S-192 |
Related Proceeds | ![]() | ![]() | S-167 |
Relevant Implementation Date | ![]() | ![]() | S-2 |
Relevant Member State | ![]() | ![]() | S-2 |
Relevant Persons | ![]() | ![]() | S-3 |
Remaining Amortization Term | ![]() | ![]() | S-104 |
Remaining Term to Maturity | ![]() | ![]() | S-104 |
REMIC | ![]() | ![]() | S-30 |
REMIC Administrator | ![]() | ![]() | S-177 |
REMIC I | ![]() | ![]() | S-30, S-191 |
REMIC II | ![]() | ![]() | S-30, S-191 |
REMIC Regulations | ![]() | ![]() | S-191 |
REMIC Residual Certificates | ![]() | ![]() | S-147 |
Rental Property | ![]() | ![]() | S-101 |
REO Extension | ![]() | ![]() | S-144 |
REO Loan | ![]() | ![]() | S-162 |
REO Property | ![]() | ![]() | S-131 |
Replacement Reserve | ![]() | ![]() | S-105 |
Required Appraisal Date | ![]() | ![]() | S-168 |
Required Appraisal Loan | ![]() | ![]() | S-169 |
Restricted Group | ![]() | ![]() | S-193 |
Restricted Servicer Reports | ![]() | ![]() | S-172 |
Scenario | ![]() | ![]() | S-185 |
Scheduled Payment | ![]() | ![]() | S-161 |
SEC | ![]() | ![]() | 1, S-172 |
Securities Act | ![]() | ![]() | S-147 |
Sequential Pay Certificates | ![]() | ![]() | S-147 |
Servicing Fees | ![]() | ![]() | S-137 |
Servicing Standard | ![]() | ![]() | S-124 |
Servicing Transfer Event | ![]() | ![]() | S-131 |
Similar Law | ![]() | ![]() | S-193 |
SMMEA | ![]() | ![]() | S-31 |
Special Servicing Fee | ![]() | ![]() | S-137 |
Special Servicing Fee Rate | ![]() | ![]() | S-137 |
Specially Serviced Mortgage Loans | ![]() | ![]() | S-131 |
Stated Principal Balance | ![]() | ![]() | S-150 |
Strip Rate | ![]() | ![]() | S-149 |
Subordinate Certificates | ![]() | ![]() | S-147 |
Subordinate Companion Loans | ![]() | ![]() | S-88 |
Substitution Shortfall Amount | ![]() | ![]() | S-117 |
S&P | ![]() | ![]() | S-193 |
Table Assumptions | ![]() | ![]() | S-175, S-185 |
The Barrington Intercreditor Agreement | ![]() | ![]() | S-89 |
The Barrington Loan | ![]() | ![]() | S-85 |
The Barrington Subordinate Companion Loan | ![]() | ![]() | S-87 |
The Barrington Whole Loan | ![]() | ![]() | S-87 |
TI/LC Reserve | ![]() | ![]() | S-105 |
Transfer Affidavit and Agreement | ![]() | ![]() | S-147 |
Trust Fund | ![]() | ![]() | S-147 |
Trustee | ![]() | ![]() | S-177 |
Trustee Fee | ![]() | ![]() | S-137, S-177 |
Trustee Fee Rate | ![]() | ![]() | S-177 |
Underwriter | ![]() | ![]() | S-193 |
Underwritten Replacement Reserves | ![]() | ![]() | S-104 |
Unrestricted Servicer Reports | ![]() | ![]() | S-172 |
UPB | ![]() | ![]() | S-126 |
Voting Rights | ![]() | ![]() | S-175 |
WA | ![]() | ![]() | S-104 |
Wachovia | ![]() | ![]() | S-78, S-107 |
Wachovia Mortgage Loans | ![]() | ![]() | S-115 |
Wachovia Securities | ![]() | ![]() | S-193 |
Weighted Average Net Mortgage Rate | ![]() | ![]() | S-150 |
Wells Fargo Bank | ![]() | ![]() | S-177 |
Whole Loan | ![]() | ![]() | S-88 |
Whole Loans | ![]() | ![]() | S-88 |
S-200
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![]() | ![]() | ![]() | ![]() |
Winn-Dixie Distribution Center – Orlando, FL Intercreditor Agreement | ![]() | ![]() | S-89 |
Winn-Dixie Distribution Center – Orlando, FL Loan | ![]() | ![]() | S-85 |
Winn-Dixie Distribution Center – Orlando, FL Pari Passu Companion Loan | ![]() | ![]() | S-87 |
Winn-Dixie Distribution Center – Orlando, FL Pari Passu Intercreditor Agreement | ![]() | ![]() | S-89 |
Winn-Dixie Distribution Center – Orlando, FL Subordinate Companion Loan | ![]() | ![]() | S-87 |
Winn-Dixie Distribution Center – Orlando, FL Whole Loan | ![]() | ![]() | S-87 |
Winn-Dixie Distribution – Fitzgerald, GA Intercreditor Agreement | ![]() | ![]() | S-89 |
Winn-Dixie Distribution – Fitzgerald, GA Loan | ![]() | ![]() | S-85 |
Winn-Dixie Distribution – Fitzgerald, GA Subordinate Companion Loan | ![]() | ![]() | S-88 |
Winn-Dixie Distribution – Fitzgerald, GA Whole Loan | ![]() | ![]() | S-88 |
Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Intercreditor Agreement | ![]() | ![]() | S-89 |
Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Loan | ![]() | ![]() | S-85 |
Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Pari Passu Companion Loans | ![]() | ![]() | S-87 |
Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Pari Passu Intercreditor Agreement | ![]() | ![]() | S-89 |
Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Subordinate Companion Loan | ![]() | ![]() | S-87 |
Winn-Dixie Headquarters/Manufacturing Facility – Jacksonville, FL Whole Loan | ![]() | ![]() | S-87 |
Winn-Dixie Loan | ![]() | ![]() | S-86 |
Winn-Dixie Loans | ![]() | ![]() | S-86 |
Winn-Dixie Pari Passu Companion Loan | ![]() | ![]() | S-97 |
Winn-Dixie Pari Passu Intercreditor Agreement | ![]() | ![]() | S-97 |
Winn-Dixie Senior Noteholder | ![]() | ![]() | S-97 |
Winn-Dixie Subordinate Companion Loan | ![]() | ![]() | S-97 |
Winn-Dixie Subordinate Intercreditor Agreement | ![]() | ![]() | S-97 |
Winn-Dixie Subordinate Noteholder | ![]() | ![]() | S-97 |
Winn-Dixie Whole Loan | ![]() | ![]() | S-96 |
Workout Fee | ![]() | ![]() | S-138 |
Workout-Delayed Reimbursement Amount | ![]() | ![]() | S-167 |
Year Built | ![]() | ![]() | S-104 |
Yield Maintenance Charges | ![]() | ![]() | S-162 |
YM ( ) | ![]() | ![]() | S-104 |
S-201
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX A-1 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES MORTGAGE LOAN LOAN GROUP NUMBER NUMBER PROPERTY NAME - ------------------------------------------------------------------------------------------------ 1 1 Ashford Hospitality Pool 5 1.01 Marriott - Bridgewater, NJ 1.02 Marriott Suites - Dallas, TX 1.03 Marriott - Durham, NC 1.04 Sheraton - Langhorne, PA 1.05 Embassy Suites - Flagstaff, AZ 2 1 Nestle 94 Pool 2.01 555 Nestle Way 2.02 Nestle Distribution Facility 2.03 2909 Pleasant Center Road 3 1 Sheraton Park Hotel - Anaheim, CA 4 1 Integrated Health Campus 5 1 2100 Ross 6 2 Mallard Glen Apartments 7 1 Llano Logistics 8 1 Kedron Village - Phase II 9 2 University House at Tempe Apartments 10 2 Reflections at the Lakes 11 2 Glenbrooke at Palm Bay 12 1 One & Two Riverwood 13 2 The Preserve at the Fort Apartments 14 2 The Falls at Highpoint Apartments 15 1 West Volusia Towne Centre 16 2 Waterstone Apartments 17 1 Home Depot - Paterson, NJ(5) 18 1 Poway Crossings 19 1 Hanbury Village Shopping Center 20 1 Lakefront at Washingtonian 21 2 Wesley Paces Apartment Homes 22 1 Village Shoppes of Sugarloaf 23 2 The Barrington 24.01 1 Winn-Dixie Distribution Center - Orlando, FL(6)(7) 24.02 1 Winn-Dixie Distribution Center - Orlando, FL (Note B)(6)(7) 25.01 1 Winn-Dixie Headquarters/Manufacturing Facility - Jacksonville, FL(6)(7) 25.02 1 Winn-Dixie Headquarters/Manufacturing Facility - Jacksonville, FL (Note B)(6)(7) 26 1 Sherrill Building 27 2 Lewisville Estates 28 1 20400 & 20410 Observation Drive 29 1 One Ridgmar Centre 30 2 Lake Forest Park 31 1 Gateway Office Center 32 1 Governor's Pointe Office Campus 33 1 320 West 31st Street 34 2 Hidden Lakes Apartments 35 1 Laveen Village Marketplace - Phase II 36 2 Newforest Estates 37 1 West Los Angeles Commerce Plaza 38 1 Raymour & Flanigan Cheektowaga, NY 39 1 River Place Shopping Center 40 1 Rockbridge Village 41 1 The Greentree Shopping Center 42 2 Harbour Landing Apartments 43 1 Hammons Office Tower 44.01 1 Winn-Dixie Distribution - Fitzgerald, GA(6) 44.02 1 Winn-Dixie Distribution - Fitzgerald, GA (Note B)(6) 45 1 Hilton Garden Inn - Greensboro, NC 46 1 Springhill Suites Charleston SC 47 1 Blackwolf Run & Riverwood Pool(8) 47.01 Blackwolf Run III & IV 47.02 Riverwood Cultural Arts Center 48 1 Conseco Parking Garage 49 1 Woodmont Village 50 1 Old Line Professional Center 51 1 Bloomington Chateau 52 1 Holiday Inn - Boxborough, MA 53 1 Four Points Allentown 54 1 Port Royal Plaza 55 1 Hampton Inn - Norfolk Airport, VA 56 1 Sam's Club - Anderson, SC 57 1 Richmond Ranch Shopping Center 58 2 Coleman Cleveland Pool 58.01 Melrose Village 58.02 Little Chippewa Estates 58.03 Auburn Estates 58.04 Melrose West 59 1 Moye Medical Building 60 1 24 Hour Fitness- Chula Vista, CA 61 1 Fort Pierce Industrial 62 1 Rite Aid - Puyallup, WA 63 1 Apria Healthcare - Saint Louis, MO 64 1 Borders - Rapid City, SD 65 1 Borders - Reading, PA 66 1 Walgreens - Gretna, LA 67 1 Fairfield Inn Provo 68 1 Rite Aid - Easton, PA 69 1 Ashley Furniture - Amarillo, TX 70 1 Celebration Self Storage 71 1 2501 West Phelps 72 1 Walgreens - Ellenton, FL 73 1 Estero 41 Self Storage 74 1 Holiday Inn Express -Tulsa (Central), OK 75.01 1 Dean Foods - Opa-Locka, FL(6) 75.02 1 Dean Foods - Opa-Locka, FL (Note B)(6) 76 1 St. Louis Surface Parking 77 2 Baytree Condominium Apartments 78 1 Delpache 79 1 Fed Ex Ground Columbia 80 1 CVS - Flowery Branch, GA 81 1 Candlewood Suites Hopewell 82 1 Walgreens - Cincinnati, OH 83 1 GSA Building - Meeker, CO 84 1 Rite Aid - Fredericksburg, VA 85 1 Walgreens - Mineral Wells, TX 86 1 Wal-Mart - Chanute, KS 87 1 Walgreens - Amarillo, TX 88 1 Prosperity Plaza 89 1 Walgreens - Shreveport, LA 90 1 Corporate I 91 1 Walgreens - Gainesville, FL 92 1 Pencader Corporate Center - Building 5 93 1 Logan's Roadhouse - Florence, AL 94 1 Tractor Supply Company - Baytown , TX 95 1 GSA Office - Hamilton, OH 96 1 Logan's Roadhouse - Tuscaloosa, AL 97 1 Tractor Supply Company - Navasota, TX 98 1 CVS - Parkersburg, WV 99 1 Cactus & Cave Creek 100 1 Rite Aid - Archdale, NC 101 1 Wal-Mart - New London, WI 102 1 Logan's Roadhouse - Killeen, TX 103 1 Logan's Roadhouse - Waco, TX 104 1 Rite Aid - Lincolnton, NC 105 1 Chili's Grill & Bar - Fredericksburg, TX 106 1 GSA Social Security Building - Petersburg, VA 107 1 Wal-Mart - Spencer, IN 108 2 Coleman Youngstown Estates 109 1 Logan's Roadhouse - Houston, TX MORTGAGE LOAN NUMBER ADDRESS CITY STATE ZIP CODE - ---------------------------------------------------------------------------------------------------------------------------- 1 Various Various Various Various 1.01 700 Commons Way Bridgewater NJ 08807 1.02 2493 North Stemmons Freeway Dallas TX 75207 1.03 4700 Guardian Drive Durham NC 27703 1.04 400 Oxford Valley Road Langhorne PA 19047 1.05 706 South Milton Road Flagstaff AZ 86001 2 Various Various Various Various 2.01 555 Nestle Way Breinigsville PA 18031 2.02 2 Nestle Way Lathrop CA 95330 2.03 2909 Pleasant Center Road Yoder IN 46798 3 1855 South Harbor Boulevard Drive Anaheim CA 92802 4 250 Centronia Road South Whitehall & Upper Macungie Townships PA 18106 5 2100 Ross Avenue Dallas TX 75201 6 2002 Laysan Teal Lane Charlotte NC 28262 7 5801 Martin Luther King Boulevard Lubbock TX 79404 8 Highway 74 at Peachtree Parkway Peachtree City GA 30269 9 2323 East Apache Boulevard Tempe AZ 85281 10 2601 South Grand Canyon Drive Las Vegas NV 89117 11 815 Briar Creek Boulevard Northeast Palm Bay FL 32905 12 N17 W24222 & N19 W24133 Riverwood Drive Pewaukee WI 53072 13 1212 Raintree Drive Fort Collins CO 80526 14 9050 Markville Drive Dallas TX 75243 15 Veterans Memorial Parkway & Harley Strickland Boulevard Orange City FL 32763 16 420 West Slaughter Lane Austin TX 78748 17 Route 20 and Fourth Avenue Paterson NJ 07514 18 12622 - 12654 Poway Road Poway CA 92064 19 237 Hanbury Road East Chesapeake VA 23322 20 9841 Washingtonian Boulevard Gaithersburg MD 20878 21 4300 Jimmy Carter Boulevard Norcross GA 30093 22 3370 Sugarloaf Parkway Lawrenceville GA 30044 23 901 Seminole Boulevard Largo FL 33770 24.01 3015 Coast Line Drive Orlando FL 32808 24.02 3015 Coast Line Drive Orlando FL 32808 25.01 5050 Edgewood Avenue Jacksonville FL 32254 25.02 5050 Edgewood Avenue Jacksonville FL 32254 26 13510 Ballantyne Corporate Place Charlotte NC 28277 27 800 College Parkway Lewisville TX 75077 28 20400 & 20410 Observation Drive Germantown MD 20876 29 6500 West Freeway Fort Worth TX 76116 30 2909 South 25th Street Fort Pierce FL 34981 31 555 Dividend Drive Coppell TX 75019 32 4700 Duke Drive and 4900 Parkway Drive Mason OH 45040 33 320 West 31 Street New York NY 10001 34 5500 Weslo Willow Drive Greensboro NC 27409 35 Baseline Road and 51st Avenue Laveen AZ 85042 36 5034 Newforest Drive San Antonio TX 78229 37 2222 Corinth Avenue Los Angeles CA 90064 38 1650 Walden Avenue Cheektowaga NY 14225 39 605-655 parkway (Highway 441) Sevierville TN 37862 40 1227 Rockbridge Road Stone Mountain GA 30087 41 2346 Immokalee Road Naples FL 34109 42 8033 South Padre Island Drive Corpus Christi TX 78412 43 901 East Saint Louis Street Springfield MO 65806 44.01 255 Jacksonville Highway Fitzgerald GA 31750 44.02 255 Jacksonville Highway Fitzgerald GA 31750 45 4307 Big Tree Way Greensboro NC 27409 46 98 Ripley Point Drive Charleston SC 29407 47 Various Various NC Various 47.01 5548 Grand Traverse Drive Raleigh NC 27604 47.02 100 & 204 Cunningham Lane Clayton NC 27527 48 121 East Maryland Street Indianapolis IN 46204 49 8021-8020 Cumming Highway Canton GA 30115 50 12070 Old Line Centre Road Waldorf MD 20602 51 1601 Jumer Drive Bloomington IL 61704 52 242 Adams Place Boxborough MA 01719 53 3400 Airport Road Allentown PA 18109 54 95 Mathews Drive Hilton Head Island SC 29926 55 5800 Northampton Boulevard Norfolk VA 23502 56 3812 Liberty Highway Anderson SC 29621 57 NWC Richmond Road & Saint Michael Drive Texarkana TX 75503 58 Various Various OH Various 58.01 4400 Melrose Drive Wooster OH 44691 58.02 11563 Back Massillon Road Orrville OH 44667 58.03 919 Hostetler Road Orrville OH 44667 58.04 4455 Cleveland Road Wooster OH 44691 59 521 Moye Boulevard Greenville NC 27834 60 320 3rd Avenue Chula Vista CA 91910 61 3850 South River Road Saint George UT 84790 62 17627 Gem Heights Drive East Puyallup WA 98375 63 8248 Lackland Road Saint Louis MO 63114 64 2130 Haines Avenue Rapid City SD 57701 65 1075 Woodland Road Reading PA 19610 66 89 Westbank Expressway Gretna LA 70053 67 1515 South University Avenue Provo UT 84601 68 601 South 25th Street Easton PA 18045 69 5220 South Western Street Amarillo TX 79109 70 475 Celebration Place Celebration FL 34747 71 2501 West Phelps Road Phoenix AZ 85023 72 5945 U.S. Highway 301 North Ellenton FL 34222 73 19580 South Tamiami Trail Estero FL 33928 74 3215 South 79th East Avenue Tulsa OK 74145 75.01 3000 NW 123rd Streeet Opa-Locka FL 33167 75.02 3000 NW 123rd Streeet Opa-Locka FL 33167 76 401 South 4th Street / 500 South Broadway Street St. Louis MO 63102 77 1574 Baytree Road Valdosta GA 31602 78 NWC Apache Trail & North Delaware Drive Apache Junction AZ 85220 79 2210 Maguire Boulevard Columbia MO 65201 80 7395 Spout Springs Road Flowery Branch GA 30542 81 5113 Plaza Drive Hopewell VA 23860 82 5508 Bridgetown Road Cincinnati OH 45248 83 220 East Market Street Meeker CO 81641 84 10744 Tidewater Trail Fredericksburg VA 22408 85 201 FM 1821 Mineral Wells TX 76067 86 2700 South Santa Fe Avenue Chanute KS 66720 87 1600 South Western Street Amarillo TX 79106 88 1209-1393 East Prosperity Avenue Tulare CA 93274 89 3555 Greenwood Road Shreveport LA 71109 90 20 Corporate Circle New Castle Hundred DE 19720 91 1170 East University Avenue Gainesville FL 32641 92 101 Lake Drive Newark DE 19702 93 2890 Florence Boulevard Florence AL 35630 94 6316 Garth Road Baytown TX 77521 95 6553 Winford Avenue Hamilton OH 45011 96 1511 Skyland Boulevard East Tuscaloosa AL 35403 97 9320 Highway 6 Navasota TX 77868 98 4418 Emerson Avenue Parkersburg WV 26104 99 2126 East Cactus Road Phoenix AZ 85022 100 11316 North Main Street Archdale NC 27263 101 1717 North Shawano Street New London WI 54961 102 3100 East Central Texas Expressway Killeen TX 76542 103 2806 West Loop 340 Waco TX 76711 104 701 East Main Street Lincolnton NC 28092 105 518 East Main Street Fredericksburg TX 78624 106 100 Poplar Road Petersburg VA 23805 107 823 West State Highway 46 Spencer IN 47460 108 999 Balmer Road Youngstown NY 14174 109 2200 Highway 6 South Houston TX 77077 MORTGAGE MORTGAGE GENERAL SPECIFIC LOAN CROSS COLLATERALIZED AND CROSS LOAN PROPERTY PROPERTY ORIGINAL LOAN NUMBER DEFAULTED LOAN FLAG LOAN PURPOSE SELLER TYPE TYPE BALANCE ($) - -------------------------------------------------------------------------------------------------------------------------------- 1 Acquisition Wachovia Hospitality Various 158,105,000 1.01 Hospitality Full Service 75,391,500 1.02 Hospitality Full Service 26,941,700 1.03 Hospitality Full Service 25,983,300 1.04 Hospitality Full Service 18,381,600 1.05 Hospitality Limited Service 11,406,900 2 Acquisition Wachovia Industrial Distribution 106,000,000 2.01 Industrial Distribution 46,895,487 2.02 Industrial Distribution 32,976,872 2.03 Industrial Distribution 26,127,641 3 Refinance Wachovia Hospitality Full Service 65,000,000 4 Refinance Wachovia Office Medical 62,200,000 5 Acquisition Wachovia Office CBD 61,000,000 6 Refinance Wachovia Multifamily Conventional 37,440,000 7 Acquisition BCRE Industrial Warehouse 32,800,000 8 Acquisition Wachovia Retail Anchored 29,700,000 9 Acquisition Wachovia Multifamily Student Housing 29,412,500 10 Acquisition Wachovia Multifamily Conventional 28,000,000 11 Acquisition BCRE Multifamily Senior Housing / Independent Living 27,110,000 12 Acquisition Wachovia Office Suburban 26,500,000 13 Acquisition Wachovia Multifamily Student Housing 26,250,000 14 Acquisition Wachovia Multifamily Conventional 26,000,000 15 Refinance Wachovia Retail Anchored 25,300,000 16 Acquisition Wachovia Multifamily Conventional 23,750,000 17 Acquisition Wachovia Retail Single Tenant 23,000,000 18 Acquisition Wachovia Retail Anchored 22,500,000 19 Refinance Wachovia Retail Anchored 21,700,000 20 Acquisition Wachovia Office Suburban 20,900,000 21 Acquisition Wachovia Multifamily Conventional 20,089,000 22 Acquisition Wachovia Retail Anchored 18,795,400 23 Acquisition BCRE Multifamily Senior Housing / Independent Living 18,000,000 24.01 Refinance Wachovia Industrial Warehouse/Distribution 10,304,001 24.02 Refinance Wachovia Industrial Warehouse/Distribution 10,038,612 25.01 Refinance Wachovia Industrial Flex 10,166,585 25.02 Refinance Wachovia Industrial Flex 9,904,736 26 Refinance Wachovia Office Suburban 17,000,000 27 Acquisition BCRE Multifamily Senior Housing / Independent Living 16,010,000 28 Refinance Wachovia Office Suburban 16,000,000 29 Acquisition Wachovia Office Suburban 15,500,000 30 Acquisition BCRE Multifamily Senior Housing / Independent Living 14,520,000 31 Acquisition Wachovia Office Suburban 14,400,000 32 Acquisition Wachovia Office Suburban 14,275,500 33 Refinance BCRE Office CBD 14,000,000 34 Acquisition Wachovia Multifamily Conventional 14,000,000 35 Acquisition Wachovia Retail Anchored 13,615,000 36 Acquisition BCRE Multifamily Senior Housing / Independent Living 13,510,000 37 Refinance Wachovia Office Suburban 13,500,000 38 Refinance BCRE Retail Anchored 13,000,000 39 Acquisition Wachovia Retail Anchored 12,675,000 40 Acquisition Wachovia Retail Anchored 11,500,000 41 Refinance Wachovia Retail Anchored 11,500,000 42 Acquisition Wachovia Multifamily Conventional 11,062,500 43 Refinance BCRE Office Suburban 11,000,000 44.01 Refinance Wachovia Industrial Warehouse/Distribution 6,321,702 44.02 Refinance Wachovia Industrial Warehouse/Distribution 6,158,882 45 Refinance Wachovia Hospitality Limited Service 10,500,000 46 Acquisition BCRE Hospitality Limited Service 10,300,000 47 Refinance Wachovia Various Various 10,000,000 47.01 Multifamily Conventional 47.02 Retail Unanchored 48 Refinance BCRE Special Purpose Parking Garage 10,000,000 49 Acquisition Wachovia Retail Anchored 9,775,000 50 Acquisition Wachovia Office Medical 9,400,000 51 Refinance BCRE Hospitality Full Service 9,500,000 52 Refinance Wachovia Hospitality Full Service 9,135,000 53 Acquisition BCRE Hospitality Full Service 8,500,000 54 Refinance Wachovia Retail Anchored 8,500,000 55 Refinance Wachovia Hospitality Limited Service 8,500,000 56 Cole Reit Portfolio Acquisition Wachovia Retail Single Tenant 8,160,000 57 Acquisition Wachovia Retail Shadow Anchored 7,700,000 58 Coleman Portfolio Acquisition BCRE Mobile Home Park Mobile Home Park 6,360,000 58.01 Mobile Home Park Mobile Home Park 4,299,490 58.02 Mobile Home Park Mobile Home Park 803,112 58.03 Mobile Home Park Mobile Home Park 632,755 58.04 Mobile Home Park Mobile Home Park 624,643 59 Refinance Wachovia Office Medical 5,635,000 60 Refinance BCRE Retail Single Tenant 4,900,000 61 Refinance Wachovia Industrial Flex 4,800,000 62 Refinance Wachovia Retail Single Tenant 4,500,000 63 Cole Reit Portfolio Acquisition Wachovia Industrial Flex 4,420,000 64 Cole Reit Portfolio Acquisition Wachovia Retail Single Tenant 4,393,000 65 Cole Reit Portfolio Acquisition Wachovia Retail Single Tenant 4,257,000 66 Cole Portfolio Acquisition Wachovia Retail Single Tenant 4,108,000 67 Refinance BCRE Hospitality Limited Service 4,100,000 68 Cole Reit Portfolio Acquisition Wachovia Retail Single Tenant 4,060,000 69 Cole Reit Portfolio Acquisition Wachovia Retail Single Tenant 4,026,000 70 Refinance Wachovia Self Storage Self Storage 3,820,000 71 Acquisition Wachovia Industrial Flex 3,800,000 72 Cole Portfolio Acquisition Wachovia Retail Single Tenant 3,751,000 73 Refinance BCRE Self Storage Self Storage 3,725,000 74 Refinance BCRE Hospitality Limited Service 3,650,000 75.01 Refinance Wachovia Industrial Warehouse/Distribution 2,157,401 75.02 Refinance Wachovia Industrial Warehouse/Distribution 2,101,835 76 Refinance BCRE Special Purpose Parking Garage 3,500,000 77 Refinance BCRE Multifamily Conventional 3,430,000 78 Refinance Wachovia Retail Unanchored 3,219,000 79 Acquisition BCRE Industrial Warehouse 3,225,000 80 Cole Portfolio Acquisition Wachovia Retail Single Tenant 3,152,500 81 Refinance BCRE Hospitality Limited Service 3,100,000 82 Cole Reit Portfolio Acquisition Wachovia Retail Single Tenant 3,043,000 83 GSA-Starbury Portfolio Refinance Wachovia Industrial Flex 3,000,000 84 Acquisition Wachovia Retail Single Tenant 2,979,000 85 Cole Portfolio Acquisition Wachovia Retail Single Tenant 2,880,000 86 Cole Portfolio Acquisition Wachovia Retail Single Tenant 2,858,000 87 Refinance BCRE Retail Single Tenant 2,850,000 88 Acquisition BCRE Retail Shadow Anchored 2,826,000 89 Cole Reit Portfolio Acquisition Wachovia Retail Single Tenant 2,815,000 90 Refinance Wachovia Industrial Flex 2,750,000 91 Cole Reit Portfolio Acquisition Wachovia Retail Single Tenant 2,465,000 92 Refinance Wachovia Industrial Flex 2,460,000 93 Cole Portfolio Acquisition Wachovia Retail Single Tenant 2,420,000 94 Cole Reit Portfolio Acquisition Wachovia Retail Single Tenant 2,251,000 95 GSA-Starbury Portfolio Refinance Wachovia Office Suburban 2,120,000 96 Cole Portfolio Acquisition Wachovia Retail Single Tenant 2,087,500 97 Cole Reit Portfolio Acquisition Wachovia Retail Single Tenant 2,050,000 98 Refinance BCRE Retail Single Tenant 1,920,000 99 Refinance Wachovia Retail Unanchored 1,909,000 100 Acquisition Wachovia Retail Single Tenant 1,900,000 101 Cole Reit Portfolio Acquisition Wachovia Retail Single Tenant 1,778,000 102 Cole Portfolio Acquisition Wachovia Retail Single Tenant 1,605,500 103 Cole Portfolio Acquisition Wachovia Retail Single Tenant 1,556,000 104 Cole Reit Portfolio Acquisition Wachovia Retail Single Tenant 1,538,000 105 Acquisition Wachovia Retail Single Tenant 1,504,000 106 GSA-Starbury Portfolio Refinance Wachovia Office Suburban 1,430,000 107 Cole Reit Portfolio Acquisition Wachovia Retail Single Tenant 1,377,000 108 Coleman Portfolio Acquisition BCRE Mobile Home Park Mobile Home Park 1,200,000 109 Cole Portfolio Acquisition Wachovia Retail Single Tenant 1,024,000 MORTGAGE CUT-OFF % OF AGGREGATE % OF AGGREGATE % OF AGGREGATE LOAN LOAN DATE LOAN CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE ORIGINATION FIRST PAY MATURITY MORTGAGE ADMINISTRATIVE NUMBER BALANCE ($) BALANCE GROUP 1 BALANCE GROUP 2 BALANCE DATE DATE DATE OR ARD RATE(4) COST RATE - ----------------------------------------------------------------------------------------------------------------------------------- 1 158,105,000 10.7% 13.6% 4/11/2007 5/11/2007 4/11/2017 5.9523333333% 0.09150% 1.01 1.02 1.03 1.04 1.05 2 106,000,000 7.2% 9.1% 7/16/2007 9/11/2007 8/11/2012 6.320% 0.09150% 2.01 2.02 2.03 3 65,000,000 4.4% 5.6% 5/31/2007 7/11/2007 6/11/2017 6.300% 0.09150% 4 62,200,000 4.2% 5.3% 7/26/2007 9/11/2007 8/11/2017 5.790% 0.07150% 5 61,000,000 4.1% 5.2% 4/17/2007 6/11/2007 5/11/2012 6.065% 0.09150% 6 37,440,000 2.5% 11.8% 7/18/2007 9/11/2007 8/11/2017 5.830% 0.09150% 7 32,800,000 2.2% 2.8% 1/4/2007 3/1/2007 2/1/2017 5.880% 0.10150% 8 29,700,000 2.0% 2.6% 12/20/2006 2/11/2007 1/11/2017 5.700% 0.09150% 9 29,412,500 2.0% 9.3% 9/6/2007 10/11/2007 9/11/2017 6.378% 0.09150% 10 28,000,000 1.9% 8.9% 8/2/2007 9/11/2007 8/11/2012 5.750% 0.09150% 11 27,110,000 1.8% 8.6% 4/13/2007 6/1/2007 5/1/2012 5.948% 0.10150% 12 26,500,000 1.8% 2.3% 8/17/2007 10/11/2007 9/11/2017 6.190% 0.09150% 13 26,250,000 1.8% 8.3% 8/30/2007 10/11/2007 9/11/2017 5.830% 0.09150% 14 26,000,000 1.8% 8.2% 2/27/2007 4/11/2007 3/11/2017 5.850% 0.09150% 15 25,300,000 1.7% 2.2% 8/17/2007 10/11/2007 9/11/2017 6.760% 0.09150% 16 23,750,000 1.6% 7.5% 8/24/2007 10/11/2007 9/11/2017 6.180% 0.09150% 17 23,000,000 1.6% 2.0% 5/17/2007 7/11/2007 6/11/2017 6.000% 0.09150% 18 22,500,000 1.5% 1.9% 8/16/2007 10/11/2007 9/11/2017 6.940% 0.09150% 19 21,700,000 1.5% 1.9% 9/20/2007 11/11/2007 10/11/2017 6.670% 0.09150% 20 20,900,000 1.4% 1.8% 1/30/2007 3/11/2007 2/11/2017 5.980% 0.09150% 21 20,089,000 1.4% 6.4% 8/17/2007 10/11/2007 9/11/2017 6.040% 0.09150% 22 18,795,400 1.3% 1.6% 6/26/2007 8/11/2007 7/11/2017 5.860% 0.09150% 23 18,000,000 1.2% 5.7% 4/13/2007 6/1/2007 5/1/2012 5.948% 0.10150% 24.01 7,311,235 0.5% 0.6% 8/18/1999 10/1/1999 9/1/2017 7.803% 0.09150% 24.02 10,038,612 0.7% 0.9% 8/18/1999 10/1/1999 9/1/2024 8.181% 0.09150% 25.01 7,213,731 0.5% 0.6% 8/18/1999 10/1/1999 9/1/2017 7.803% 0.09150% 25.02 9,904,736 0.7% 0.9% 8/18/1999 10/1/1999 9/1/2024 8.181% 0.09150% 26 17,000,000 1.1% 1.5% 7/31/2007 9/11/2007 8/11/2017 5.960% 0.09150% 27 16,010,000 1.1% 5.1% 4/13/2007 6/1/2007 5/1/2012 5.948% 0.10150% 28 16,000,000 1.1% 1.4% 9/25/2007 11/11/2007 10/11/2017 6.630% 0.09150% 29 15,500,000 1.0% 1.3% 8/17/2007 10/11/2007 9/11/2017 6.230% 0.09150% 30 14,520,000 1.0% 4.6% 4/13/2007 6/1/2007 5/1/2012 5.948% 0.10150% 31 14,400,000 1.0% 1.2% 5/31/2007 7/11/2007 6/11/2017 5.710% 0.10150% 32 14,275,500 1.0% 1.2% 6/29/2007 8/11/2007 7/11/2017 6.020% 0.09150% 33 14,000,000 0.9% 1.2% 8/24/2007 10/1/2007 9/1/2017 6.430% 0.10150% 34 14,000,000 0.9% 4.4% 4/24/2007 6/11/2007 5/11/2017 5.810% 0.09150% 35 13,615,000 0.9% 1.2% 7/11/2007 8/11/2007 7/11/2017 5.290% 0.09150% 36 13,510,000 0.9% 4.3% 4/13/2007 6/1/2007 5/1/2012 5.948% 0.10150% 37 13,500,000 0.9% 1.2% 7/20/2007 9/11/2007 8/11/2017 6.270% 0.09150% 38 12,910,222 0.9% 1.1% 3/21/2007 5/1/2007 4/1/2017 5.660% 0.10150% 39 12,675,000 0.9% 1.1% 8/29/2007 10/11/2007 9/11/2017 6.230% 0.09150% 40 11,500,000 0.8% 1.0% 7/10/2007 8/11/2007 7/11/2017 6.080% 0.09150% 41 11,455,165 0.8% 1.0% 8/20/2007 10/11/2007 9/11/2017 6.520% 0.09150% 42 11,062,500 0.7% 3.5% 7/31/2007 9/11/2007 8/11/2017 5.880% 0.09150% 43 10,992,153 0.7% 0.9% 9/14/2007 11/1/2007 10/1/2017 6.550% 0.10150% 44.01 4,485,583 0.3% 0.4% 8/18/1999 10/1/1999 9/1/2017 7.803% 0.09150% 44.02 6,158,882 0.4% 0.5% 8/18/1999 10/1/1999 9/1/2024 8.181% 0.09150% 45 10,460,350 0.7% 0.9% 8/14/2007 10/11/2007 9/11/2017 6.760% 0.09150% 46 10,300,000 0.7% 0.9% 1/26/2007 3/1/2007 2/1/2017 5.900% 0.10150% 47 10,000,000 0.7% 0.9% 7/23/2007 9/11/2007 8/11/2017 6.490% 0.09150% 47.01 47.02 48 10,000,000 0.7% 0.9% 4/26/2007 6/1/2007 5/1/2017 5.900% 0.10150% 49 9,775,000 0.7% 0.8% 7/10/2007 8/11/2007 7/11/2017 6.050% 0.09150% 50 9,400,000 0.6% 0.8% 8/16/2007 10/11/2007 9/11/2017 6.005% 0.09150% 51 9,380,401 0.6% 0.8% 1/4/2007 3/1/2007 2/1/2017 6.080% 0.10150% 52 9,135,000 0.6% 0.8% 4/18/2007 6/11/2007 5/11/2017 6.020% 0.10150% 53 8,500,000 0.6% 0.7% 2/23/2007 4/1/2007 3/1/2012 5.970% 0.10150% 54 8,479,807 0.6% 0.7% 7/26/2007 9/11/2007 8/11/2017 6.480% 0.09150% 55 8,474,452 0.6% 0.7% 6/25/2007 8/11/2007 7/11/2017 6.620% 0.09150% 56 8,160,000 0.6% 0.7% 5/8/2007 6/11/2007 5/11/2017 5.800% 0.09150% 57 7,700,000 0.5% 0.7% 8/10/2007 9/11/2007 8/11/2017 6.210% 0.09150% 58 6,360,000 0.4% 2.0% 8/20/2007 10/1/2007 9/1/2012 6.790% 0.10150% 58.01 58.02 58.03 58.04 59 5,635,000 0.4% 0.5% 10/4/2007 11/11/2007 10/11/2017 6.060% 0.09150% 60 4,900,000 0.3% 0.4% 8/28/2007 10/1/2007 9/1/2017 6.860% 0.10150% 61 4,796,557 0.3% 0.4% 10/1/2007 11/11/2007 10/11/2017 6.530% 0.09150% 62 4,493,171 0.3% 0.4% 8/15/2007 10/11/2007 9/11/2017 6.810% 0.09150% 63 4,420,000 0.3% 0.4% 6/12/2007 8/11/2007 7/11/2017 5.650% 0.09150% 64 4,393,000 0.3% 0.4% 6/1/2007 7/11/2007 6/11/2017 5.660% 0.09150% 65 4,257,000 0.3% 0.4% 6/1/2007 7/11/2007 6/11/2017 5.660% 0.09150% 66 4,108,000 0.3% 0.4% 6/7/2007 7/11/2007 6/11/2017 5.170% 0.09150% 67 4,090,661 0.3% 0.4% 8/27/2007 10/1/2007 9/1/2017 7.010% 0.10150% 68 4,060,000 0.3% 0.3% 4/25/2007 6/11/2007 5/11/2017 5.770% 0.09150% 69 4,026,000 0.3% 0.3% 4/5/2007 5/11/2007 4/11/2017 5.590% 0.09150% 70 3,814,175 0.3% 0.3% 9/7/2007 10/11/2007 9/11/2017 6.790% 0.09150% 71 3,800,000 0.3% 0.3% 6/28/2007 8/11/2007 7/11/2017 5.860% 0.10150% 72 3,751,000 0.3% 0.3% 3/30/2007 5/11/2007 4/11/2017 5.230% 0.09150% 73 3,725,000 0.3% 0.3% 9/14/2007 11/1/2007 10/1/2017 6.640% 0.10150% 74 3,637,877 0.2% 0.3% 8/1/2007 9/1/2007 8/1/2017 7.020% 0.10150% 75.01 1,530,790 0.1% 0.1% 8/18/1999 10/1/1999 9/1/2017 7.803% 0.09150% 75.02 2,101,835 0.1% 0.2% 8/18/1999 10/1/1999 9/1/2024 8.181% 0.09150% 76 3,500,000 0.2% 0.3% 4/20/2007 6/1/2007 5/1/2017 5.880% 0.10150% 77 3,430,000 0.2% 1.1% 8/27/2007 10/1/2007 9/1/2017 6.440% 0.10150% 78 3,219,000 0.2% 0.3% 8/29/2007 10/11/2007 9/11/2017 6.890% 0.09150% 79 3,218,218 0.2% 0.3% 8/10/2007 10/1/2007 9/1/2017 6.090% 0.10150% 80 3,152,500 0.2% 0.3% 4/26/2007 6/11/2007 5/11/2017 5.280% 0.09150% 81 3,092,623 0.2% 0.3% 8/10/2007 10/1/2007 9/1/2017 6.770% 0.10150% 82 3,043,000 0.2% 0.3% 4/30/2007 6/11/2007 5/11/2017 5.800% 0.09150% 83 2,995,458 0.2% 0.3% 8/15/2007 10/11/2007 9/11/2017 6.820% 0.09150% 84 2,979,000 0.2% 0.3% 5/2/2007 6/11/2007 5/11/2017 5.920% 0.09150% 85 2,880,000 0.2% 0.2% 5/17/2007 7/11/2007 6/11/2017 5.230% 0.09150% 86 2,858,000 0.2% 0.2% 5/9/2007 6/11/2007 5/11/2017 5.230% 0.09150% 87 2,845,550 0.2% 0.2% 8/10/2007 10/1/2007 9/1/2017 6.690% 0.10150% 88 2,823,731 0.2% 0.2% 9/5/2007 11/1/2007 10/1/2017 6.120% 0.10150% 89 2,815,000 0.2% 0.2% 3/23/2007 5/11/2007 4/11/2017 5.560% 0.09150% 90 2,750,000 0.2% 0.2% 5/31/2007 7/11/2007 6/11/2017 6.390% 0.09150% 91 2,465,000 0.2% 0.2% 6/1/2007 7/11/2007 6/11/2017 5.600% 0.09150% 92 2,460,000 0.2% 0.2% 5/31/2007 7/11/2007 6/11/2017 6.390% 0.09150% 93 2,420,000 0.2% 0.2% 3/29/2007 5/11/2007 4/11/2017 5.530% 0.09150% 94 2,251,000 0.2% 0.2% 6/11/2007 7/11/2007 6/11/2017 5.600% 0.09150% 95 2,116,790 0.1% 0.2% 8/15/2007 10/11/2007 9/11/2017 6.820% 0.09150% 96 2,087,500 0.1% 0.2% 3/28/2007 5/11/2007 4/11/2017 5.530% 0.09150% 97 2,050,000 0.1% 0.2% 4/18/2007 6/11/2007 5/11/2017 5.800% 0.09150% 98 1,917,002 0.1% 0.2% 8/14/2007 10/1/2007 9/1/2017 6.690% 0.10150% 99 1,909,000 0.1% 0.2% 8/29/2007 10/11/2007 9/11/2017 6.890% 0.09150% 100 1,891,064 0.1% 0.2% 6/8/2007 7/11/2007 6/11/2017 5.830% 0.09150% 101 1,778,000 0.1% 0.2% 5/9/2007 6/11/2007 5/11/2017 5.800% 0.09150% 102 1,605,500 0.1% 0.1% 3/28/2007 5/11/2007 4/11/2017 5.530% 0.09150% 103 1,556,000 0.1% 0.1% 3/28/2007 5/11/2007 4/11/2017 5.530% 0.09150% 104 1,538,000 0.1% 0.1% 4/3/2007 5/11/2007 4/11/2017 5.800% 0.09150% 105 1,504,000 0.1% 0.1% 6/5/2007 7/11/2007 6/11/2017 5.550% 0.09150% 106 1,427,835 0.1% 0.1% 8/15/2007 10/11/2007 9/11/2017 6.820% 0.09150% 107 1,377,000 0.1% 0.1% 5/23/2007 7/11/2007 6/11/2017 5.800% 0.09150% 108 1,200,000 0.1% 0.4% 8/20/2007 10/1/2007 9/1/2012 6.790% 0.10150% 109 1,024,000 0.1% 0.1% 3/28/2007 5/11/2007 4/11/2017 5.530% 0.09150% INTEREST REMAINING MATURITY DATE MORTGAGE INTEREST ACCURAL ORIGINAL TERM TERM TO ORIGINAL REMAINING OR ARD LOAN ACCRUAL METHOD TO MATURITY OR MATURITY OR REMAINING ID AMORT AMORT MONTHLY P&I BALLOON NUMBER METHOD DURING IO ARD. (MOS.) ARD (MOS.) PERIOD (MOS.) TERM (MOS.) TERM (MOS.) PAYMENTS ($) BALANCE ($) ARD LOAN - ----------------------------------------------------------------------------------------------------------------------------------- 1 Actual/360 Actual/360 120 113 53 360 360 943,080 147,805,141 N 1.01 1.02 1.03 1.04 1.05 2 Actual/360 Actual/360 60 57 57 IO IO IO 106,000,000 N 2.01 2.02 2.03 3 Actual/360 Actual/360 120 115 115 IO IO IO 65,000,000 N 4 Actual/360 Actual/360 120 117 57 360 360 364,564 58,019,037 N 5 Actual/360 Actual/360 60 54 54 IO IO IO 61,000,000 N 6 Actual/360 Actual/360 120 117 21 360 360 220,396 33,052,703 N 7 Actual/360 Actual/360 120 111 39 360 360 194,129 30,117,832 N 8 Actual/360 Actual/360 120 110 50 360 360 172,379 27,673,566 N 9 Actual/360 Actual/360 120 118 118 IO IO IO 29,412,500 Y 10 Actual/360 Actual/360 60 57 57 IO IO IO 28,000,000 N 11 Actual/360 Actual/360 60 54 54 IO IO IO 27,110,000 N 12 Actual/360 Actual/360 120 118 70 360 360 162,132 25,223,663 N 13 Actual/360 Actual/360 120 118 58 360 360 154,525 24,497,919 N 14 Actual/360 Actual/360 120 112 28 360 360 153,385 23,430,101 N 15 Actual/360 Actual/360 120 118 4 360 360 164,264 22,159,858 N 16 Actual/360 Actual/360 120 118 118 IO IO IO 23,750,000 Y 17 Actual/360 Actual/360 120 115 115 IO IO IO 23,000,000 N 18 Actual/360 Actual/360 120 118 58 360 360 148,788 21,295,855 N 19 Actual/360 Actual/360 120 119 59 360 360 139,594 20,473,058 N 20 Actual/360 Actual/360 120 111 111 IO IO IO 20,900,000 N 21 Actual/360 Actual/360 120 118 58 360 360 120,961 18,801,094 N 22 Actual/360 Actual/360 120 116 116 IO IO IO 18,795,400 Y 23 Actual/360 Actual/360 60 54 54 IO IO IO 18,000,000 N 24.01 30/360 216 118 216 118 88,932 0 N 24.02 30/360 30/360 300 202 118 84 84 157,371 0 N 25.01 30/360 216 118 216 118 87,746 0 N 25.02 30/360 30/360 300 202 118 84 84 155,272 0 N 26 Actual/360 Actual/360 120 117 117 IO IO IO 17,000,000 Y 27 Actual/360 Actual/360 60 54 54 IO IO IO 16,010,000 N 28 Actual/360 Actual/360 120 119 23 360 360 102,503 14,376,147 N 29 Actual/360 Actual/360 120 118 58 360 360 95,235 14,542,418 N 30 Actual/360 Actual/360 60 54 54 IO IO IO 14,520,000 N 31 Actual/360 Actual/360 120 115 115 IO IO IO 14,400,000 N 32 Actual/360 Actual/360 120 116 68 360 360 85,772 13,565,000 N 33 Actual/360 Actual/360 120 118 118 IO IO IO 14,000,000 N 34 Actual/360 Actual/360 120 114 78 360 360 82,235 13,472,262 N 35 Actual/360 Actual/360 120 116 116 IO IO IO 13,615,000 N 36 Actual/360 Actual/360 60 54 54 IO IO IO 13,510,000 N 37 Actual/360 Actual/360 120 117 117 IO IO IO 13,500,000 N 38 Actual/360 120 113 360 353 75,123 10,915,546 N 39 Actual/360 Actual/360 120 118 118 IO IO IO 12,675,000 Y 40 Actual/360 Actual/360 120 116 116 IO IO IO 11,500,000 Y 41 Actual/360 120 118 240 238 85,876 7,690,656 N 42 Actual/360 Actual/360 120 117 57 360 360 65,474 10,331,553 N 43 Actual/360 120 119 360 359 69,890 9,478,663 N 44.01 30/360 216 118 216 118 54,562 0 N 44.02 30/360 30/360 300 202 118 84 84 96,550 0 N 45 Actual/360 120 118 240 238 79,901 7,084,883 N 46 Actual/360 Actual/360 120 111 27 360 360 61,093 9,288,559 N 47 Actual/360 Actual/360 120 117 57 360 360 63,141 9,413,727 N 47.01 47.02 48 Actual/360 Actual/360 120 114 54 360 360 59,314 9,342,253 N 49 Actual/360 Actual/360 120 116 116 IO IO IO 9,775,000 Y 50 Actual/360 Actual/360 120 118 58 360 360 56,388 8,793,278 N 51 Actual/360 120 111 300 291 61,674 7,375,254 N 52 Actual/360 Actual/360 120 114 54 360 360 54,886 8,547,897 N 53 Actual/360 Actual/360 60 52 4 300 300 54,610 7,866,287 N 54 Actual/360 120 117 360 357 53,614 7,310,300 N 55 Actual/360 120 116 360 356 54,398 7,339,797 N 56 Actual/360 Actual/360 120 114 114 IO IO IO 8,160,000 Y 57 Actual/360 Actual/360 120 117 117 IO IO IO 7,700,000 Y 58 Actual/360 Actual/360 60 58 22 360 360 41,420 6,164,424 N 58.01 58.02 58.03 58.04 59 Actual/360 Actual/360 120 119 23 360 360 34,002 5,000,716 N 60 Actual/360 Actual/360 120 118 22 360 360 32,140 4,423,431 N 61 Actual/360 120 119 360 359 30,434 4,133,839 N 62 Actual/360 120 118 360 358 29,367 3,904,997 N 63 Actual/360 Actual/360 120 116 116 IO IO IO 4,420,000 Y 64 Actual/360 Actual/360 120 115 115 IO IO IO 4,393,000 Y 65 Actual/360 Actual/360 120 115 115 IO IO IO 4,257,000 Y 66 Actual/360 Actual/360 120 115 115 IO IO IO 4,108,000 Y 67 Actual/360 120 118 300 298 29,004 3,281,034 N 68 Actual/360 Actual/360 120 114 114 IO IO IO 4,060,000 Y 69 Actual/360 Actual/360 120 113 113 IO IO IO 4,026,000 Y 70 Actual/360 120 118 360 358 24,878 3,313,114 N 71 Actual/360 Actual/360 120 116 56 360 360 22,442 3,548,099 N 72 Actual/360 Actual/360 120 113 113 IO IO IO 3,751,000 Y 73 Actual/360 Actual/360 120 119 47 360 360 23,889 3,462,297 N 74 Actual/360 120 117 300 297 25,844 2,922,320 N 75.01 30/360 216 118 216 118 18,620 0 N 75.02 30/360 30/360 300 202 118 84 84 32,950 0 N 76 Actual/360 Actual/360 120 114 114 IO IO IO 3,500,000 N 77 Actual/360 Actual/360 120 118 57 360 360 21,545 3,223,232 N 78 Actual/360 Actual/360 120 118 22 360 360 21,179 2,907,705 N 79 Actual/360 120 118 336 334 20,021 2,659,984 N 80 Actual/360 Actual/360 120 114 114 IO IO IO 3,152,500 Y 81 Actual/360 120 118 300 298 21,457 2,462,120 N 82 Actual/360 Actual/360 120 114 114 IO IO IO 3,043,000 Y 83 Actual/360 120 118 360 358 19,598 2,604,036 Y 84 Actual/360 Actual/360 120 114 114 IO IO IO 2,979,000 Y 85 Actual/360 Actual/360 120 115 115 IO IO IO 2,880,000 Y 86 Actual/360 Actual/360 120 114 114 IO IO IO 2,858,000 Y 87 Actual/360 120 118 360 358 18,372 2,465,097 N 88 Actual/360 120 119 360 359 17,162 2,405,519 N 89 Actual/360 Actual/360 120 113 113 IO IO IO 2,815,000 Y 90 Actual/360 Actual/360 120 115 7 360 360 17,183 2,409,944 N 91 Actual/360 Actual/360 120 115 115 IO IO IO 2,465,000 Y 92 Actual/360 Actual/360 120 115 7 360 360 15,371 2,155,804 N 93 Actual/360 Actual/360 120 113 113 IO IO IO 2,420,000 Y 94 Actual/360 Actual/360 120 115 115 IO IO IO 2,251,000 Y 95 Actual/360 120 118 360 358 13,849 1,840,185 Y 96 Actual/360 Actual/360 120 113 113 IO IO IO 2,087,500 Y 97 Actual/360 Actual/360 120 114 114 IO IO IO 2,050,000 Y 98 Actual/360 120 118 360 358 12,377 1,660,697 N 99 Actual/360 Actual/360 120 118 22 360 360 12,560 1,724,389 N 100 Actual/360 120 115 360 355 11,185 1,603,557 N 101 Actual/360 Actual/360 120 114 114 IO IO IO 1,778,000 Y 102 Actual/360 Actual/360 120 113 113 IO IO IO 1,605,500 Y 103 Actual/360 Actual/360 120 113 113 IO IO IO 1,556,000 Y 104 Actual/360 Actual/360 120 113 113 IO IO IO 1,538,000 Y 105 Actual/360 Actual/360 120 115 115 IO IO IO 1,504,000 Y 106 Actual/360 120 118 360 358 9,342 1,241,257 Y 107 Actual/360 Actual/360 120 115 115 IO IO IO 1,377,000 Y 108 Actual/360 Actual/360 60 58 22 360 360 7,815 1,163,099 N 109 Actual/360 Actual/360 120 113 113 IO IO IO 1,024,000 Y MORTGAGE MORTGAGE MORTGAGE LTV RATIO OF LOAN APPRAISED LOAN LOAN APPRAISAL CUT-OFF DATE LTV MATURITY OR NUMBER PREPAYMENT PROVISIONS VALUE ($) NUMBER NUMBER DATE DSCR (X)(1)(2) RATIO(1)(2)(3) ARD (1)(2)(3) - ----------------------------------------------------------------------------------------------------------------------------------- 1 L(31),D(87),O(2) 197,800,000 1 1 Various 1.37 79.9% 74.7% 1.01 96,100,000 1.01 1.01 2/19/2007 1.02 33,800,000 1.02 1.02 2/28/2007 1.03 31,500,000 1.03 1.03 2/20/2007 1.04 22,600,000 1.04 1.04 2/22/2007 1.05 13,800,000 1.05 1.05 3/1/2007 2 GRTR1%orYM(57),O(3) 185,400,000 2 2 Various 1.44 57.2% 57.2% 2.01 78,900,000 2.01 2.01 3/26/2007 2.02 58,100,000 2.02 2.02 4/3/2007 2.03 48,400,000 2.03 2.03 4/2/2007 3 L(29),D(87),O(4) 88,400,000 3 3 4/25/2007 1.38 73.5% 73.5% 4 L(27),D(90),O(3) 82,200,000 4 4 4/1/2008 1.11 75.7% 70.6% 5 L(30),D(27),O(3) 82,000,000 5 5 3/20/2007 1.64 74.4% 74.4% 6 L(27),D(90),O(3) 46,800,000 6 6 6/6/2007 1.10 80.0% 70.6% 7 L(33),D(85),O(2) 49,000,000 7 7 11/9/2006 1.35 66.9% 61.5% 8 L(34),D(83),O(3) 37,200,000 8 8 11/1/2007 1.16 79.8% 74.4% 9 L(26),D(91),O(3) 45,500,000 9 9 7/13/2007 1.51 64.6% 64.6% 10 GRTR1%orYM(56),O(4) 39,000,000 10 10 4/9/2007 1.28 71.8% 71.8% 11 L(30),D(20),O(10) 37,640,000 11 11 2/16/2007 1.33 72.0% 72.0% 12 L(26),D(90),O(4) 36,500,000 12 12 7/19/2007 1.30 72.6% 69.1% 13 L(25),GRTR1%orYM(91),O(4) 34,700,000 13 13 3/14/2007 1.13 75.7% 70.6% 14 L(48),D(69),O(3) 35,250,000 14 14 1/23/2007 1.27 73.8% 66.5% 15 L(26),D(91),O(3) 35,500,000 15 15 6/13/2007 1.12 71.3% 62.4% 16 L(26),D(91),O(3) 35,550,000 16 16 7/12/2007 1.35 66.8% 66.8% 17 L(29),D(88),O(3) 28,800,000 17 17 12/1/2007 1.21 79.9% 79.9% 18 L(26),D(90),or(GRTR1%orYM(90)),O(4) 31,200,000 18 18 7/26/2007 1.11 72.1% 68.3% 19 L(25),D(92),O(3) 27,800,000 19 19 8/10/2007 1.15 78.1% 73.6% 20 L(33),D(84),O(3) 37,850,000 20 20 12/31/2007 1.66 55.2% 55.2% 21 L(26),D(90),O(4) 27,900,000 21 21 8/6/2007 1.22 72.0% 67.4% 22 L(28),GRTR1%orYM(89),O(3) 29,000,000 22 22 3/9/2007 1.62 64.8% 64.8% 23 L(30),D(20),O(10) 25,000,000 23 23 2/13/2007 1.44 72.0% 72.0% 24.01 L(47),D(168),O(1) 44,700,000 24.01 24.01 5/18/2007 1.77 32.7% 0.0% 24.02 L(47),D(252),O(1) 44,700,000 24.02 24.02 5/18/2007 1.00 77.6% 0.0% 25.01 L(47),D(168),O(1) 41,800,000 25.01 25.01 5/11/2007 1.77 34.5% 0.0% 25.02 L(47),D(252),O(1) 41,800,000 25.02 25.02 5/11/2007 1.00 81.9% 0.0% 26 L(25),GRTR1%orYM(92),O(3) 26,000,000 26 26 6/13/2007 1.54 65.4% 65.4% 27 L(30),D(20),O(10) 20,020,000 27 27 3/2/2007 1.23 80.0% 80.0% 28 L(25),D(92),O(3) 23,800,000 28 28 8/15/2007 1.15 67.2% 60.4% 29 L(26),D(90),O(4) 21,000,000 29 29 8/6/2007 1.36 73.8% 69.3% 30 L(30),D(20),O(10) 18,160,000 30 30 2/15/2007 1.44 80.0% 80.0% 31 L(29),D(87),O(4) 18,000,000 31 31 1/24/2006 1.44 80.0% 80.0% 32 L(28),D(88),O(4) 18,600,000 32 32 6/8/2007 1.29 76.8% 72.9% 33 L(23),GRTR1%orYM(95),O(2) 45,000,000 33 33 7/1/2007 2.11 31.1% 31.1% 34 L(30),D(86),O(4) 19,800,000 34 34 3/8/2007 1.25 70.7% 68.0% 35 L(28),D(88),O(4) 19,300,000 35 35 7/4/2007 1.53 70.5% 70.5% 36 L(30),D(20),O(10) 20,130,000 36 36 2/21/2007 1.48 67.1% 67.1% 37 L(27),D(90),O(3) 29,100,000 37 37 6/15/2007 2.11 46.4% 46.4% 38 L(31),GRTR1%orYM(85),O(4) 17,500,000 38 38 2/12/2007 1.27 73.8% 62.4% 39 L(26),D(91),O(3) 19,500,000 39 39 6/1/2007 1.61 65.0% 65.0% 40 L(28),GRTR1%orYM(89),O(3) 17,750,000 40 40 5/18/2007 1.51 64.8% 64.8% 41 L(26),D(91),O(3) 31,300,000 41 41 1/29/2007 1.82 36.6% 24.6% 42 L(27),D(89),O(4) 14,750,000 42 42 7/1/2007 1.29 75.0% 70.0% 43 L(25),D(91),O(4) 16,700,000 43 43 8/6/2007 1.30 65.8% 56.8% 44.01 L(47),D(168),O(1) 16,000,000 44.01 44.01 5/16/2007 1.77 28.0% 0.0% 44.02 L(47),D(252),O(1) 16,000,000 44.02 44.02 5/16/2007 1.00 66.5% 0.0% 45 L(26),D(91),O(3) 17,700,000 45 45 8/1/2007 1.15 59.1% 40.0% 46 L(33),D(85),O(2) 16,300,000 46 46 11/21/2006 1.39 63.2% 57.0% 47 L(27),D(90),O(3) 14,250,000 47 47 6/19/2007 1.21 70.2% 66.1% 47.01 11,700,000 47.01 47.01 6/19/2007 47.02 2,550,000 47.02 47.02 6/19/2007 48 L(30),D(88),O(2) 13,400,000 48 48 2/15/2007 1.21 74.6% 69.7% 49 L(28),GRTR1%orYM(89),O(3) 15,100,000 49 49 5/18/2007 1.58 64.7% 64.7% 50 L(26),D(90),O(4) 12,200,000 50 50 7/24/2007 1.24 77.1% 72.1% 51 L(33),D(85),O(2) 13,600,000 51 51 9/1/2006 1.99 69.0% 54.2% 52 L(6),GRTR1%orYM(111),O(3) 13,100,000 52 52 1/19/2007 1.47 69.7% 65.3% 53 L(32),D(24),O(4) 10,700,000 53 53 3/1/2007 1.40 79.4% 73.5% 54 L(27),D(90),O(3) 12,900,000 54 54 7/3/2007 1.26 65.7% 56.7% 55 L(28),D(89),O(3) 13,000,000 55 55 6/1/2007 1.80 65.2% 56.5% 56 L(48),D(68),O(4) 12,000,000 56 56 2/8/2007 1.55 68.0% 68.0% 57 L(27),GRTR1%orYM(90),O(3) 12,550,000 57 57 6/6/2007 1.67 61.4% 61.4% 58 L(24),GRTR1%orYM(33),O(3) 7,840,000 58 58 6/8/2007 1.21 78.4% 76.0% 58.01 5,300,000 58.01 58.01 6/8/2007 58.02 990,000 58.02 58.02 6/8/2007 58.03 780,000 58.03 58.03 6/8/2007 58.04 770,000 58.04 58.04 6/8/2007 59 L(25),D(92),O(3) 7,250,000 59 59 7/31/2007 1.21 77.7% 69.0% 60 L(26),D(92),O(2) 8,890,000 60 60 6/6/2007 1.21 55.1% 49.8% 61 L(25),D(92),O(3) 6,940,000 61 61 7/17/2007 1.25 69.1% 59.6% 62 L(26),GRTR1%orYM(90),O(4) 7,200,000 62 62 7/20/2007 1.30 62.4% 54.2% 63 L(28),D(88),O(4) 6,500,000 63 63 3/19/2007 1.64 68.0% 68.0% 64 L(29),D(87),O(4) 6,470,000 64 64 2/15/2007 1.80 67.9% 67.9% 65 L(29),D(87),O(4) 6,400,000 65 65 2/13/2007 1.84 66.5% 66.5% 66 L(29),D(87),O(4) 6,500,000 66 66 4/17/2007 2.01 63.2% 63.2% 67 L(26),D(92),O(2) 5,500,000 67 67 6/1/2007 1.52 74.4% 59.7% 68 L(48),D(68),O(4) 6,100,000 68 68 2/10/2007 1.77 66.6% 66.6% 69 L(48),D(68),O(4) 6,050,000 69 69 2/2/2007 1.72 66.6% 66.6% 70 L(26),D(91),O(3) 7,080,000 70 70 6/11/2007 1.20 53.9% 46.8% 71 L(28),D(89),O(3) 5,000,000 71 71 5/11/2007 1.20 76.0% 71.0% 72 L(48),D(68),O(4) 6,000,000 72 72 2/13/2007 1.89 62.5% 62.5% 73 L(25),D(92),O(3) 5,750,000 73 73 8/16/2007 1.22 64.8% 60.2% 74 L(27),D(91),O(2) 4,750,000 74 74 4/16/2007 1.29 76.6% 61.5% 75.01 L(47),D(168),O(1) 5,300,000 75.01 75.01 5/15/2007 1.77 28.9% 0.0% 75.02 L(47),D(252),O(1) 5,300,000 75.02 75.02 5/15/2007 1.00 68.5% 0.0% 76 L(30),D(88),O(2) 4,450,000 76 76 3/8/2007 1.34 78.7% 78.7% 77 L(26),D(92),O(2) 4,400,000 77 77 7/30/2007 1.20 78.0% 73.3% 78 L(26),D(91),O(3) 4,700,000 78 78 7/16/2007 1.22 68.5% 61.9% 79 L(26),GRTR1%orYM(92),O(2) 4,300,000 79 79 7/11/2007 1.11 74.8% 61.9% 80 L(48),D(68),O(4) 4,850,000 80 80 3/27/2007 1.86 65.0% 65.0% 81 L(26),D(92),O(2) 4,800,000 81 81 6/14/2007 1.73 64.4% 51.3% 82 L(48),D(68),O(4) 4,450,000 82 82 3/7/2007 1.75 68.4% 68.4% 83 L(26),D(91),O(3) 3,750,000 83 83 1/31/2007 1.21 79.9% 69.4% 84 L(48),D(68),O(4) 5,570,000 84 84 5/1/2007 2.08 53.5% 53.5% 85 L(29),D(87),O(4) 4,580,000 85 85 3/29/2007 1.88 62.9% 62.9% 86 L(48),D(68),O(4) 4,400,000 86 86 3/5/2007 1.89 65.0% 65.0% 87 L(26),GRTR1%orYM(90),O(4) 4,300,000 87 87 6/13/2007 1.15 66.2% 57.3% 88 L(25),D(93),O(2) 7,950,000 88 88 5/12/2007 2.28 35.5% 30.3% 89 L(48),D(68),O(4) 5,200,000 89 89 2/15/2007 2.08 54.1% 54.1% 90 L(29),D(87),O(4) 3,500,000 90 90 4/30/2007 1.20 78.6% 68.9% 91 L(29),D(87),O(4) 3,850,000 91 91 2/13/2007 1.87 64.0% 64.0% 92 L(29),D(87),O(4) 3,100,000 92 92 3/15/2007 1.22 79.4% 69.5% 93 L(48),D(68),O(4) 4,840,000 93 93 2/21/2007 2.25 50.0% 50.0% 94 L(29),D(87),O(4) 3,355,000 94 94 4/17/2007 1.68 67.1% 67.1% 95 L(26),D(91),O(3) 2,900,000 95 95 5/21/2007 1.16 73.0% 63.5% 96 L(48),D(68),O(4) 4,180,000 96 96 2/21/2007 2.25 49.9% 49.9% 97 L(48),D(68),O(4) 3,050,000 97 97 3/10/2007 1.64 67.2% 67.2% 98 L(26),GRTR1%orYM(90),O(4) 2,700,000 98 98 6/17/2007 1.15 71.0% 61.5% 99 L(26),D(91),O(3) 3,300,000 99 99 7/16/2007 1.23 57.9% 52.3% 100 L(29),D(88),O(3) 3,380,000 100 100 4/30/2007 1.71 56.0% 47.4% 101 L(48),D(68),O(4) 2,670,000 101 101 3/7/2007 1.70 66.6% 66.6% 102 L(48),D(68),O(4) 3,211,000 102 102 3/8/2007 2.25 50.0% 50.0% 103 L(48),D(68),O(4) 3,112,000 103 103 3/8/2007 2.25 50.0% 50.0% 104 L(48),D(68),O(4) 2,265,000 104 104 2/8/2007 1.77 67.9% 67.9% 105 L(29),D(87),O(4) 2,315,000 105 105 4/23/2007 1.81 65.0% 65.0% 106 L(26),D(91),O(3) 2,140,000 106 106 5/17/2007 1.32 66.7% 58.0% 107 L(29),D(87),O(4) 2,040,000 107 107 3/5/2007 2.37 67.5% 67.5% 108 L(24),GRTR1%orYM(33),O(3) 1,800,000 108 108 5/22/2007 1.21 78.4% 76.0% 109 L(48),D(68),O(4) 2,050,000 109 109 2/17/2007 2.24 50.0% 50.0% MOST MORTGAGE CUT-OFF DATE OCCUPANCY MOST RECENT LOAN YEAR YEAR NUMBER UNIT OF LOAN AMOUNT OCCUPANCY "AS OF" RECENT REVENUES MOST RECENT NUMBER BUILT RENOVATED OF UNITS MEASURE PER UNIT ($) RATE DATE PERIOD ($) EXPENSES ($) - -------------------------------------------------------------------------------------------------------------------------- 1 Various Various 1,141 Rooms 138,567 70.5% Various Various 59,870,081 42,253,728 1.01 2002 346 Rooms 76.3% 6/15/2007 T-12 06/15/07 25,851,554 17,356,132 1.02 1998 2006 265 Rooms 57.6% 6/15/2007 T-12 06/15/07 9,724,545 7,169,192 1.03 1988 2006 225 Rooms 71.0% 6/30/2007 T-12 06/30/07 10,602,458 7,488,819 1.04 1986 2004 186 Rooms 68.5% 6/30/2007 T-12 06/30/07 9,316,720 7,201,719 1.05 1988 2006 119 Rooms 85.2% 6/30/2007 T-12 06/30/07 4,374,804 3,037,866 2 1994 2,560,351 Sq. Ft. 41 100.0% Various 2.01 1994 1,045,153 Sq. Ft. 100.0% 4/13/2007 2.02 1994 751,021 Sq. Ft. 100.0% 4/16/2007 2.03 1994 764,177 Sq. Ft. 100.0% 6/28/2007 3 1971 2005 490 Rooms 132,653 76.8% 8/31/2007 T-6 08/31/07 25,932,594 19,628,204 4 2006 302,200 Sq. Ft. 206 80.9% 6/28/2007 5 1982 843,728 Sq. Ft. 72 84.1% 8/31/2007 2006 12,725,266 7,769,467 6 2006 460 Units 81,391 94.8% 8/8/2007 7 2000 494,142 Sq. Ft. 66 100.0% 10/1/2007 8 2006 157,409 Sq. Ft. 189 86.4% 9/1/2007 9 2001 400 Units 73,531 93.1% 8/30/2007 T-12 07/31/07 4,431,599 1,949,997 10 1989 326 Units 85,890 93.6% 7/30/2007 2006 3,216,985 1,248,444 11 2003 170 Units 159,471 91.8% 8/31/2007 12/31/2006 4,438,991 2,190,814 12 1999 196,013 Sq. Ft. 135 94.0% 8/1/2007 Annualized June 2007 3,291,438 1,590,696 13 1994 313 Units 83,866 94.9% 8/13/2007 T-6 06/30/07 3,146,564 1,085,044 14 1984 2002 708 Units 36,723 93.1% 8/2/2007 T-6 06/30/07 5,412,431 2,904,998 15 2007 154,594 Sq. Ft. 164 97.1% 8/21/2007 16 2006 308 Units 77,110 82.8% 8/17/2007 17 2007 136,000 Sq. Ft. 169 100.0% 4/30/2007 18 1988 114,811 Sq. Ft. 196 91.1% 8/1/2007 2006 2,183,194 469,364 19 2006 101,558 Sq. Ft. 214 96.8% 9/13/2007 20 2006 103,823 Sq. Ft. 201 69.1% 8/1/2007 21 2001 260 Units 77,265 92.7% 8/14/2007 T-12 07/31/07 2,690,557 1,015,650 22 2003 147,817 Sq. Ft. 127 94.3% 8/30/2007 2006 2,332,474 700,258 23 1987 2006 149 Units 120,805 89.3% 8/31/2007 12/31/2006 3,513,228 2,166,510 24.01 1975 1997 1,089,411 Sq. Ft. 13 100.0% 8/10/1999 24.02 1975 1997 1,089,411 Sq. Ft. 18 100.0% 8/10/1999 25.01 1953 1999 879,151 Sq. Ft. 16 100.0% 8/10/1999 25.02 1953 1999 879,151 Sq. Ft. 23 100.0% 8/10/1999 26 2006 146,804 Sq. Ft. 116 100.0% 5/31/2007 27 1999 2003 160 Units 100,063 88.8% 8/31/2007 12/31/2006 4,085,765 2,724,491 28 1989 138,779 Sq. Ft. 115 83.9% 8/16/2007 Annualized June 2007 2,185,484 991,782 29 1986 177,199 Sq. Ft. 87 87.2% 8/14/2007 Annualized July 2007 2,904,212 1,625,251 30 2000 127 Units 114,331 92.1% 8/31/2007 12/31/2006 3,167,535 1,968,699 31 2002 101,844 Sq. Ft. 141 100.0% 5/25/2007 2006 1,547,099 522,136 32 1987 155,103 Sq. Ft. 92 88.3% 5/29/2007 2006 1,945,845 444,843 33 1953 1987 117,900 Sq. Ft. 119 100.0% 10/1/2007 T-12 06/30/07 3,641,230 1,408,311 34 1974 483 Units 28,986 96.7% 7/2/2007 2006 2,781,596 1,523,566 35 2007 56,747 Sq. Ft. 240 97.0% 7/5/2007 36 1983 2006 227 Units 59,515 71.4% 8/31/2007 12/31/2006 3,271,936 2,171,729 37 1973 133,352 Sq. Ft. 101 98.8% 7/17/2007 T-7 07/31/07 3,646,383 1,680,757 38 1954 1998 83,362 Sq. Ft. 155 100.0% 3/9/2007 12/31/2006 1,057,771 237,771 39 1983 2004 155,153 Sq. Ft. 82 100.0% 8/15/2007 Annualized July 2007 1,436,890 328,391 40 2005 102,432 Sq. Ft. 112 86.1% 6/26/2007 2006 954,010 355,778 41 1987 2007 172,807 Sq. Ft. 66 98.1% 6/1/2007 2006 2,368,483 692,667 42 1986 284 Units 38,952 91.5% 7/26/2007 T-12 06/30/07 2,067,722 1,067,012 43 1986 2007 192,829 Sq. Ft. 57 97.0% 7/18/2007 T-12 06/30/07 3,628,414 2,024,070 44.01 1993 408,200 Sq. Ft. 11 100.0% 8/10/1999 44.02 1993 408,200 Sq. Ft. 15 100.0% 8/10/1999 45 2006 134 Rooms 78,062 50.5% 8/27/2007 T-7 07/31/07 3,540,315 2,212,550 46 1999 123 Rooms 83,740 75.0% 11/30/2006 T-12 04/30/07 3,586,070 2,401,062 47 Various Various Various Various 96.2% Various Various 1,101,647 320,390 47.01 2001 114 Units 97.4% 7/1/2007 Annualized June 2007 1,101,647 320,390 47.02 2006 23,536 Sq. Ft. 89.7% 8/1/2007 48 1987 226,590 Sq. Ft. 44 100.0% 10/1/2007 T-12 02/28/07 1,116,640 172,577 49 2002 85,639 Sq. Ft. 114 88.8% 6/28/2007 2006 1,199,544 314,314 50 1990 75,860 Sq. Ft. 124 78.2% 8/10/2007 2006 1,243,331 338,902 51 1988 2004 180 Rooms 52,113 80.6% 4/30/2007 T-12 04/30/07 6,190,035 4,447,187 52 1976 2005 143 Rooms 63,881 62.1% 8/31/2007 T-12 08/31/07 6,750,513 5,456,606 53 1974 2006 147 Rooms 57,823 71.2% 12/31/2006 12/31/2006 5,706,367 4,945,020 54 1985 88,894 Sq. Ft. 95 97.3% 6/25/2007 Annualized June 2007 1,270,170 411,946 55 2006 88 Rooms 96,301 78.6% 5/22/2007 56 1993 134,664 Sq. Ft. 61 100.0% 5/2/2007 57 2004 58,555 Sq. Ft. 132 85.6% 8/30/2007 2006 814,891 247,855 58 Various Various 427 Pads 14,895 89.0% 7/26/2007 Annualized June 2007 1,178,581 559,825 58.01 1970 2005 294 Pads 89.8% 7/26/2007 58.02 1970 1999 61 Pads 80.3% 7/26/2007 58.03 1970 1999 42 Pads 90.5% 7/26/2007 58.04 1995 30 Pads 96.7% 7/26/2007 59 2007 40,879 Sq. Ft. 138 100.0% 10/3/2007 60 1984 2007 25,472 Sq. Ft. 192 94.1% 10/1/2007 61 2006 42,246 Sq. Ft. 114 88.7% 9/24/2007 62 2007 17,762 Sq. Ft. 253 100.0% 8/2/2007 63 1996 2007 52,200 Sq. Ft. 85 100.0% 11/29/2006 64 1999 20,000 Sq. Ft. 220 100.0% 5/21/2007 65 1997 25,023 Sq. Ft. 170 100.0% 5/21/2007 66 2001 14,490 Sq. Ft. 284 100.0% 4/17/2007 67 1992 2006 72 Rooms 56,815 76.3% 5/31/2007 T-12 06/30/07 1,619,260 1,018,517 68 2005 13,813 Sq. Ft. 294 100.0% 4/9/2007 69 1980 2005 74,797 Sq. Ft. 54 100.0% 4/5/2007 70 2006 47,875 Sq. Ft. 80 90.0% 7/26/2007 T-6 612,106 204,105 71 2002 36,016 Sq. Ft. 106 100.0% 6/30/2007 72 2001 14,490 Sq. Ft. 259 100.0% 3/20/2007 73 2000 2006 62,315 Sq. Ft. 60 75.5% 8/27/2007 T-12 07/31/07 587,937 233,121 74 1999 2006 62 Rooms 58,675 62.8% 5/31/2007 T-12 06/30/07 1,227,083 790,208 75.01 1993 61,068 Sq. Ft. 25 100.0% 8/10/1999 75.02 1993 61,068 Sq. Ft. 34 100.0% 8/10/1999 76 1965 111,425 Sq. Ft. 31 100.0% 10/1/2007 T-12 02/28/07 408,357 107,730 77 2003 63 Units 54,444 100.0% 8/9/2007 T-12 07/31/07 569,085 253,232 78 2006 12,300 Sq. Ft. 262 93.4% 8/9/2007 79 2007 47,580 Sq. Ft. 68 100.0% 10/1/2007 80 2006 12,900 Sq. Ft. 244 100.0% 4/24/2007 81 2001 2007 60 Rooms 51,544 91.1% 6/22/2007 T-12 06/30/07 1,321,143 787,139 82 1998 13,905 Sq. Ft. 219 100.0% 4/20/2007 83 2007 29,288 Sq. Ft. 102 100.0% 6/18/2007 84 2007 14,564 Sq. Ft. 205 100.0% 5/1/2007 85 2006 14,820 Sq. Ft. 194 100.0% 5/7/2007 86 1991 93,589 Sq. Ft. 31 100.0% 3/9/2007 87 2000 15,120 Sq. Ft. 188 100.0% 10/1/2007 88 2007 25,198 Sq. Ft. 112 100.0% 5/2/2007 89 1998 13,905 Sq. Ft. 202 100.0% 3/21/2007 90 1986 32,000 Sq. Ft. 86 100.0% 5/23/2007 2006 234,794 52,691 91 1997 13,905 Sq. Ft. 177 100.0% 5/16/2006 92 1988 48,884 Sq. Ft. 50 100.0% 5/7/2007 2006 310,123 59,515 93 1996 8,014 Sq. Ft. 302 100.0% 3/13/2007 94 2007 22,670 Sq. Ft. 99 100.0% 6/8/2007 95 2003 10,900 Sq. Ft. 194 100.0% 6/17/2007 96 1997 7,839 Sq. Ft. 266 100.0% 3/23/2007 97 2006 22,670 Sq. Ft. 90 100.0% 3/30/2007 98 1998 10,125 Sq. Ft. 189 100.0% 10/1/2007 99 1986 2004 7,956 Sq. Ft. 240 100.0% 8/9/2007 Annualized YTD 2007 141,232 38,344 100 1999 11,200 Sq. Ft. 169 100.0% 5/18/2007 101 1991 51,985 Sq. Ft. 34 100.0% 3/8/2007 102 2004 7,969 Sq. Ft. 201 100.0% 3/13/2007 103 2004 8,060 Sq. Ft. 193 100.0% 3/13/2007 104 1998 10,908 Sq. Ft. 141 100.0% 3/26/2007 105 1985 2001 5,495 Sq. Ft. 274 100.0% 6/1/2007 106 2003 11,617 Sq. Ft. 123 100.0% 6/17/2007 107 1987 41,304 Sq. Ft. 33 100.0% 5/22/2007 108 1965 90 Pads 13,333 88.9% 6/26/2007 T-12 06/30/07 253,230 103,492 109 2000 7,990 Sq. Ft. 128 100.0% 3/13/2007 MORTGAGE UW NET UW NET LOAN MOST RECENT MOST RECENT UW UW OPERATING CASH NUMBER NOI ($) NCF ($) REVENUES ($) EXPENSES ($) INCOME ($) FLOW ($) LARGEST TENANT NAME - ---------------------------------------------------------------------------------------------------------------------------------- 1 17,616,353 15,276,796 60,561,778 42,405,624 18,156,154 15,523,811 1.01 8,495,422 7,719,876 25,894,525 17,091,650 8,802,875 7,767,094 1.02 2,555,353 2,069,126 10,413,461 7,554,153 2,859,309 2,338,635 1.03 3,113,639 2,583,516 10,573,690 7,487,592 3,086,097 2,557,413 1.04 2,115,001 1,742,332 9,316,336 7,240,025 2,076,312 1,703,658 1.05 1,336,938 1,161,946 4,363,766 3,032,204 1,331,561 1,157,010 2 11,589,015 1,235,890 10,353,124 9,627,650 Nestle Food Company 2.01 4,775,827 653,200 4,122,626 3,819,950 Nestle Food Company 2.02 3,938,354 441,777 3,496,578 3,284,883 Nestle Food Company 2.03 2,874,834 140,913 2,733,921 2,522,817 Nestle Food Company 3 6,304,390 5,554,902 25,450,850 19,053,613 6,397,236 5,633,711 4 7,307,230 2,363,215 4,944,015 4,835,654 Orthopaedic Associates of Allentown 5 4,955,799 4,787,053 14,385,139 8,124,064 6,261,075 6,072,926 Ernst & Young, LLP 6 4,184,780 1,205,932 2,978,848 2,897,888 7 3,470,055 179,099 3,290,957 3,134,966 Llano Logistics 8 3,228,472 766,238 2,462,233 2,395,500 Ross Dress for Less 9 2,481,602 2,381,602 4,685,184 1,756,395 2,928,789 2,828,789 10 1,968,541 1,887,041 3,408,010 1,266,350 2,141,660 2,060,160 11 2,248,177 2,205,677 4,558,817 2,345,144 2,213,673 2,171,173 12 1,700,742 1,671,340 4,078,953 1,527,732 2,551,221 2,521,819 Humana Wisconsin Health Organization 13 2,061,520 2,061,520 3,113,757 1,017,962 2,095,795 2,095,795 14 2,507,433 2,336,097 5,396,572 2,889,165 2,507,407 2,336,071 15 3,044,645 763,773 2,280,872 2,212,624 Ross Dress for Less 16 3,512,009 1,473,370 2,038,639 1,977,039 17 1,675,000 1,675,000 1,675,000 Home Depot (Ground Lease) 18 1,713,830 1,682,831 2,650,152 577,022 2,073,131 1,979,447 LA Fitness 19 2,382,529 398,168 1,984,361 1,932,656 Harris Teeter (Ground Lease) 20 2,987,856 805,017 2,182,838 2,072,349 Sigma Tau Pharmaceuticals, Inc. 21 1,674,907 1,622,907 2,777,402 960,279 1,817,123 1,765,123 22 1,632,216 1,617,434 2,580,163 686,671 1,893,492 1,781,972 Publix 23 1,346,719 1,309,469 4,077,950 2,474,393 1,603,557 1,566,307 24.01 3,782,925 3,782,925 3,782,925 Winn-Dixie 24.02 3,782,925 3,782,925 3,782,925 Winn-Dixie 25.01 3,732,475 3,732,475 3,732,475 Winn-Dixie 25.02 3,732,475 3,732,475 3,732,475 Winn-Dixie 26 2,028,715 328,573 1,700,141 1,560,861 Bank of America, N.A. 27 1,361,275 1,321,275 4,087,577 2,863,389 1,224,188 1,184,188 28 1,193,702 1,157,619 2,773,845 1,179,529 1,594,315 1,420,496 PCTEL Maryland 29 1,278,961 1,243,521 3,194,851 1,601,373 1,593,478 1,558,039 Computer Sciences Corporation 30 1,198,837 1,167,087 3,292,042 2,002,536 1,289,507 1,257,757 31 1,024,963 995,428 1,874,261 557,358 1,316,903 1,186,610 Brink's Inc. 32 1,501,002 1,474,634 1,911,060 438,093 1,472,967 1,327,968 Sara Lee Corporation 33 2,232,919 2,232,919 3,463,598 1,379,421 2,084,177 1,926,776 Technical Career Institutes, Inc. 34 1,258,030 1,149,355 2,857,076 1,517,112 1,339,964 1,231,289 35 1,531,037 388,897 1,142,140 1,103,060 PETCO 36 1,100,207 1,043,457 3,780,903 2,516,911 1,263,992 1,207,242 37 1,965,626 1,933,622 3,494,239 1,584,790 1,909,449 1,786,016 Oakwood Worldwide 38 820,000 820,000 1,521,564 316,180 1,205,384 1,144,848 Raymour & Flanigan 39 1,108,499 1,092,984 1,664,835 320,410 1,344,425 1,268,638 Belk 40 598,232 577,746 1,495,038 388,993 1,106,045 1,056,713 Kroger 41 1,675,816 1,596,325 2,896,075 798,298 2,097,777 1,876,480 Sweetbay Supermarket 42 1,000,710 936,810 2,127,256 1,053,680 1,073,576 1,009,676 43 1,604,344 1,604,344 3,439,243 2,140,165 1,299,077 1,093,715 BKD, LLP 44.01 1,159,288 1,159,288 1,159,288 Winn-Dixie 44.02 1,159,288 1,159,288 1,159,288 Winn-Dixie 45 1,327,765 1,186,152 3,892,846 2,638,587 1,254,260 1,098,546 46 1,185,008 1,185,008 3,585,739 2,386,084 1,199,655 1,020,368 47 781,257 752,757 1,346,831 383,366 963,465 919,528 Various 47.01 781,257 752,757 1,103,417 341,536 761,882 733,382 47.02 243,413 41,830 201,583 186,146 Riverwood Child Development Center 48 944,063 944,063 1,093,181 209,073 884,108 861,449 Sideline Management, LLC 49 885,230 868,102 1,237,303 260,094 977,209 931,673 Kroger 50 904,429 889,257 1,225,485 369,482 856,003 840,831 Pace & Leatherwood 51 1,742,848 1,492,876 6,177,806 4,456,256 1,721,550 1,474,437 52 1,293,907 1,020,618 6,761,906 5,521,523 1,240,384 969,908 53 761,347 590,156 5,705,986 4,559,387 1,146,599 918,359 54 858,224 849,335 1,398,334 483,945 914,389 810,868 Bi-Lo 55 2,844,087 1,555,854 1,288,232 1,174,469 56 810,667 8,107 802,561 731,862 Sam's Club 57 567,036 561,181 1,129,238 282,545 846,693 796,828 Petsmart 58 618,756 618,756 1,176,819 564,277 612,542 587,931 Various 58.01 58.02 58.03 58.04 Enterprise Rent-A-Car 59 621,646 103,780 517,865 493,819 ECU, Brody School of Medicine (Internal Medicine) 60 605,258 115,026 490,232 466,243 24 Hour Fitness 61 532,557 70,595 461,962 456,285 Stock Building Supply 62 464,030 4,640 459,389 457,662 Rite Aid 63 463,018 4,630 458,387 408,797 Apria Healthcare 64 546,826 86,971 459,855 448,755 Borders 65 451,395 4,514 446,881 444,129 Borders 66 523,237 95,469 427,768 426,319 Walgreens 67 600,743 535,973 1,642,908 1,049,764 593,144 527,427 68 420,152 4,202 415,951 414,569 Rite Aid 69 579,575 186,027 393,548 386,069 Ashley Furniture 70 408,001 408,001 612,108 249,803 362,305 357,562 71 457,582 118,322 339,260 321,933 Heritage Carpets and Interiors, Inc. 72 376,016 3,760 372,255 370,372 Walgreens 73 354,816 354,816 590,025 230,104 359,921 350,321 74 436,875 387,792 1,244,515 794,089 450,427 400,646 75.01 396,025 396,025 396,025 McArthur Dairy, Inc. (Dean Foods) 75.02 396,025 396,025 396,025 McArthur Dairy, Inc. (Dean Foods) 76 300,627 300,627 407,662 124,009 283,653 278,658 S&H Parking System 77 315,853 315,853 552,929 228,831 324,098 309,860 78 362,569 44,963 317,606 309,304 Great China Corporation 79 323,698 42,017 281,681 265,889 FedEx Ground Package System, Inc. 80 329,327 18,069 311,258 309,968 CVS 81 534,004 481,158 1,231,360 736,785 494,575 445,321 82 416,681 105,548 311,133 309,743 Walgreens 83 373,044 85,968 287,076 284,147 GSA 84 372,460 3,725 368,735 367,279 Rite Aid 85 288,000 2,880 285,120 283,638 Walgreens 86 294,547 2,945 291,601 282,242 Wal-Mart 87 262,870 7,886 254,984 252,716 Walgreens 88 691,054 191,615 499,439 468,920 La Fiesta Mexico 89 381,325 54,325 327,000 325,609 Walgreens 90 182,103 164,503 328,935 61,813 267,122 247,490 Verizon Delaware, Inc. 91 262,800 2,628 260,172 258,782 Walgreens 92 250,608 232,521 307,437 64,222 243,215 225,127 CPC America 93 304,919 3,049 301,870 300,668 Logan's Roadhouse 94 326,385 111,827 214,558 212,291 Tractor Supply Company 95 277,224 76,648 200,576 192,685 GSA 96 263,043 2,630 260,413 259,629 Logan's Roadhouse 97 288,714 91,157 197,556 195,289 Tractor Supply Company 98 199,461 26,833 172,629 171,110 Parkersburg CVS, Inc. 99 102,888 101,217 236,456 42,125 194,330 184,844 Carolinas Mexican Food, Inc. 100 240,018 2,400 237,617 229,235 Rite Aid 101 313,984 114,484 199,500 174,807 Wal-Mart 102 202,293 2,023 200,270 199,473 Logan's Roadhouse 103 196,075 1,961 194,114 193,308 Logan's Roadhouse 104 161,166 1,612 159,554 157,700 Rite Aid 105 153,900 1,539 152,361 151,207 Chili's 106 228,115 73,183 154,932 147,417 GSA 107 295,059 86,262 208,797 189,178 Wal-Mart 108 149,738 149,738 253,245 121,330 131,915 127,415 109 128,999 1,290 127,709 126,910 Logan's Roadhouse MORTGAGE LARGEST LARGEST LARGEST 2ND LARGEST 2ND LARGEST LOAN TENANT TENANT TENANT TENANT TENANT NUMBER SQ. FT. % OF NRA EXP. DATE 2ND LARGEST TENANT NAME SQ. FT. % of NRA - ------------------------------------------------------------------------------------------------------------------------------- 1 1.01 1.02 1.03 1.04 1.05 2 Various 100.0% 12/31/2012 2.01 1,045,153 100.0% 12/31/2012 2.02 751,021 100.0% 12/31/2012 2.03 764,177 100.0% 12/31/2012 3 4 156,474 51.8% 6/30/2026 St. Luke's Hospital 26,491 8.8% 5 244,810 29.0% 7/31/2009 CB Richard Ellis Group Inc. 87,573 10.4% 6 7 494,142 100.0% 6/30/2020 8 30,187 19.2% 1/31/2017 Bed, Bath & Beyond 23,401 14.9% 9 10 11 12 57,406 29.3% Multiple Spaces Michael Best & Friedrick LLP 20,601 10.5% 13 14 15 30,187 19.5% 1/31/2018 Bed, Bath & Beyond 25,002 16.2% 16 17 136,000 100.0% 4/30/2037 18 40,567 35.3% 7/31/2018 Rite Aid 18,160 15.8% 19 52,409 51.6% 10/31/2026 24-7 Fitness 3,990 3.9% 20 21,696 20.9% 4/30/2017 Washingtonian Lake LLC 18,174 17.5% 21 22 54,379 36.8% 4/1/2023 Hollywood Video 6,500 4.4% 23 24.01 1,089,411 100.0% 7/31/2024 24.02 1,089,411 100.0% 7/31/2024 25.01 879,151 100.0% 7/31/2024 25.02 879,151 100.0% 7/31/2024 26 146,804 100.0% 3/31/2017 27 28 20,704 14.9% 2/28/2013 Weichert Realtors 9,145 6.6% 29 80,656 45.5% Multiple Spaces General Motors Acceptance Corp 15,116 8.5% 30 31 101,844 100.0% 6/30/2015 32 31,543 20.3% 12/31/2011 Titan Recovery Group 13,715 8.8% 33 117,900 100.0% 6/30/2013 34 35 15,263 26.9% 1/31/2018 Dollar Tree 10,000 17.6% 36 37 52,171 39.1% 7/31/2019 Law Offices of David Weiss 4,464 3.3% 38 72,500 87.0% 2/28/2022 Custom Carpet Centers 10,862 13.0% 39 65,083 41.9% 9/30/2019 T.J. Maxx 27,997 18.0% 40 68,632 67.0% 10/19/2025 The Loop 3,654 3.6% 41 50,964 29.5% 3/29/2026 Naples Community Hospital B/C 41,125 23.8% 42 43 59,196 30.7% 8/31/2008 The Tower Club 21,631 11.2% 44.01 408,200 100.0% 7/31/2024 44.02 408,200 100.0% 7/31/2024 45 46 47 Various Various Various Various Various Various 47.01 47.02 14,047 59.7% 12/31/2008 VBI Ventures, Inc (Premiere) 4,195 17.8% 48 226,590 100.0% 10/31/2014 49 54,139 63.2% 10/31/2023 Las Palmas 4,550 5.3% 50 8,125 10.7% 5/31/2015 Apollo/Maryland Healthcare Associates LLC 6,000 7.9% 51 52 53 54 37,194 41.8% 3/31/2015 Goodwill 4,800 5.4% 55 56 134,664 100.0% 11/14/2013 57 19,107 32.6% 11/30/2014 CiCi 4,600 7.9% 58 Various Various Various 58.01 58.02 58.03 58.04 1,862 NA 5/1/2012 59 14,121 34.5% 8/30/2017 ECU Physicians, Brody School of Medicine (Gastroenterology) 14,121 34.5% 60 23,958 94.1% 7/17/2022 61 25,258 59.8% 10/31/2021 Arnold Machinery 10,311 24.4% 62 17,762 100.0% 8/31/2027 63 52,200 100.0% 11/30/2013 64 20,000 100.0% 3/31/2016 65 25,023 100.0% 1/31/2019 66 14,490 100.0% 11/30/2061 67 68 13,813 100.0% 2/1/2026 69 74,797 100.0% 11/30/2021 70 71 36,016 100.0% 12/11/2011 72 14,490 100.0% 12/31/2061 73 74 75.01 61,068 100.0% 7/31/2024 75.02 61,068 100.0% 7/31/2024 76 111,425 100.0% 5/31/2016 77 78 6,000 48.8% 12/31/2017 Los Tacos 1,500 12.2% 79 47,580 100.0% 6/30/2017 80 12,900 100.0% 1/31/2032 81 82 13,905 100.0% 2/28/2059 83 29,288 100.0% 5/16/2025 84 14,564 100.0% 2/28/2027 85 14,820 100.0% 5/31/2081 86 93,589 100.0% 1/31/2019 87 15,120 100.0% 5/31/2020 88 4,786 19.0% 7/31/2017 Me-N-Ed's Pizza 3,600 14.3% 89 13,905 100.0% 9/30/2059 90 32,000 100.0% 12/30/2011 91 13,905 100.0% 7/31/2057 92 48,884 100.0% 6/30/2010 93 8,014 100.0% 11/29/2026 94 22,670 100.0% 5/29/2022 95 10,900 100.0% 4/30/2013 96 7,839 100.0% 11/29/2026 97 22,670 100.0% 9/26/2021 98 10,125 100.0% 1/31/2020 99 3,856 48.5% 12/31/2011 Divinity Tattoo & Body Piercing, LLC 1,400 17.6% 100 11,200 100.0% 9/20/2019 101 51,985 100.0% 1/31/2017 102 7,969 100.0% 11/29/2026 103 8,060 100.0% 11/29/2026 104 10,908 100.0% 4/14/2018 105 5,495 100.0% 11/30/2025 106 11,617 100.0% 5/4/2015 107 41,304 100.0% 1/31/2013 108 109 7,990 100.0% 11/29/2026 MORTGAGE 2ND LARGEST 3RD LARGEST 3RD LARGEST 3RD LARGEST LOAN TENANT EXP. 3RD LARGEST TENANT TENANT TENANT NUMBER DATE TENANT NAME SQ. FT. % OF NRA EXP. DATE LOCKBOX - ---------------------------------------------------------------------------------------------------------- 1 Day 1 1.01 1.02 1.03 1.04 1.05 2 Day 1 2.01 2.02 2.03 3 4 Multiple Spaces Surgery Center of Allentown 25,654 8.5% 3/31/2027 5 12/31/2010 Prudential 63,007 7.5% 2/28/2016 Day 1 6 7 Day 1 8 1/31/2017 PETCO 15,258 9.7% 1/31/2017 9 Day 1 10 11 Day 1 12 5/31/2012 Connecture Acquisition LLC 18,091 9.2% 4/30/2012 Springing 13 Springing 14 Springing 15 1/31/2018 Michaels 21,360 13.8% 2/28/2017 16 Day 1 17 Day 1 18 5/31/2012 K-5 Board Shop 10,320 9.0% 3/30/2010 19 8/31/2014 The Little Gym of the Chesapeake 3,916 3.9% 1/31/2012 20 5/15/2011 Ameriprise Financial Services, Inc. 14,314 13.8% 12/31/2013 21 22 8/1/2013 Pet Supermarket 6,000 4.1% 8/31/2010 Day 1 23 Day 1 24.01 24.02 25.01 25.02 26 Springing 27 Day 1 28 7/31/2012 Montgomery County Fire/Police 7,536 5.4% 7/31/2010 29 2/28/2008 Approach Resources, Inc. 12,859 7.3% 10/31/2012 Springing 30 Day 1 31 Springing 32 12/31/2008 Canon Business Solutions - East 11,771 7.6% 5/31/2012 33 Springing 34 35 5/31/2012 Applebee's 5,600 9.9% 6/30/2027 36 Day 1 37 6/30/2012 Law Offices of Pierson & Pierson 3,304 2.5% 12/31/2008 Springing 38 2/28/2009 Day 1 39 7/31/2016 Dollar Tree 11,760 7.6% 1/31/2010 Day 1 40 12/31/2016 Miss Priss 2,258 2.2% 5/31/2009 Day 1 41 4/30/2013 CVS 10,356 6.0% 5/11/2011 42 Springing 43 12/31/2008 U.S. Attorneys 14,989 7.8% 12/31/2012 Day 1 44.01 44.02 45 46 Day 1 47 Various Various Various Various Various 47.01 47.02 7/31/2010 Riverwood Art Academy 1,427 6.1% 11/30/2009 48 Day 1 49 1/31/2010 Veterinary Care Center 2,000 2.3% 11/30/2007 Day 1 50 5/31/2013 Diagnostic Health Corporation 5,720 7.5% 1/14/2008 Springing 51 Day 1 52 53 Day 1 54 12/31/2007 Party Land 3,900 4.4% MTM 55 56 Springing 57 10/31/2016 Catherines 4,000 6.8% 9/30/2009 Day 1 58 Springing 58.01 58.02 58.03 58.04 59 12/31/2017 State of North Carolina 12,637 30.9% 12/31/2009 60 Springing 61 10/31/2011 DSH Subs 1,782 4.2% 6/30/2012 62 63 Springing 64 Springing 65 Springing 66 Springing 67 Springing 68 Springing 69 Springing 70 71 72 Springing 73 74 Day 1 75.01 75.02 76 Day 1 77 78 8/31/2012 Checkmate Payday Loans 1,400 11.4% 6/30/2012 79 Day 1 80 Springing 81 Springing 82 Springing 83 Springing 84 Springing 85 Springing 86 Springing 87 Day 1 88 4/30/2017 Tucoemas Federal Credit Union 3,480 13.8% 4/30/2012 Springing 89 Springing 90 91 Springing 92 93 Springing 94 Springing 95 Springing 96 Springing 97 Springing 98 Day 1 99 7/31/2012 Cricket Communications 1,360 17.1% 9/30/2011 100 101 Springing 102 Springing 103 Springing 104 Springing 105 Springing 106 Springing 107 Springing 108 Springing 109 Springing MORTGAGE LOAN LARGEST AFFILIATED SPONSOR FLAG MORTGAGE NUMBER (> THAN 4% OF POOL, LOAN GROUP 1 OR LOAN GROUP 2) LOAN NUMBER - ------------------------------------------------------------------------------------------------------------------------------- 1 Ashford Hospitality Trust, Inc., a Maryland Corporation 1 1.01 1.01 1.02 1.02 1.03 1.03 1.04 1.04 1.05 1.05 2 CapLease Credit LLC 2 2.01 2.01 2.02 2.02 2.03 2.03 3 Jeffrey L. Eberle 3 4 Clay Hamlin 4 5 Joseph Moinian 5 6 Mark L. Maynard; Anna U. Maynard 6 7 Jarol, Sherwin; Williams, S. Jack Jr. 7 8 Kite Realty Group, L.P. 8 9 SCI Real Estate Investments LLC 9 10 JB Matteson Investors V, LLC 10 11 Walton Street Real Estate Fund V, L.P. 11 12 NNN Realty Advisors, LLC 12 13 SCI Real Estate Investments LLC 13 14 Brian E. Eliason 14 15 Dale A. Sutthoff 15 16 Robert Robotti 16 17 Peter O. Hanson 17 18 MG Real Estate Partners, LP 18 19 Armada Hoffler 19 20 20 21 Springing 21 22 Marc Paul 22 23 Walton Street Real Estate Fund V, L.P. 23 24.01 Zurich Structured Finance 24.01 24.02 Zurich Structured Finance 24.02 25.01 Zurich Structured Finance 25.01 25.02 Zurich Structured Finance 25.02 26 H.C. Bissell 26 27 Walton Street Real Estate Fund V, L.P. 27 28 GR Holding LLLP 28 29 NNN Realty Advisors, LLC 29 30 Walton Street Real Estate Fund V, L.P. 30 31 Lexington Realty Trust 31 32 32 33 Edelman, Andrew, Kleinow, Charles D. 33 34 John R. Saunders 34 35 35 36 Walton Street Real Estate Fund V, L.P. 36 37 Oakwood Worldwide 37 38 Goldberg, Neil; Goldberg, Steven; Goldberg, Michael 38 39 39 40 40 41 Margaret Columbo 41 42 NNN Realty Advisors, LLC 42 43 Hammons, John Q.; The Revocable Trust of John Q. Hammons, Dated December 28, 1989, As Amended and Restated 43 44.01 Zurich Structured Finance 44.01 44.02 Zurich Structured Finance 44.02 45 45 46 Cummings, Lawrence B.; Rutledge, John W. 46 47 Fred J. Smith, Jr. 47 47.01 47.01 47.02 47.02 48 Lasky, Armand 48 49 49 50 NNN Realty Advisors, LLC 50 51 Rix, James P.; Iverson, Donald 51 52 James A. Procaccianti 52 53 Mehta, Sujal D.; Dhabuwala, Ashok M. 53 54 James W. Bradshaw 54 55 Page S. Johnson II 55 56 Cole Credit Property Trust II, Inc. 56 57 Robert Robotti 57 58 Coleman, Mark J. 58 58.01 58.01 58.02 58.02 58.03 58.03 58.04 58.04 59 Thomas F. Taft, Sr. 59 60 Guerin, Vera; Schlesinger, Arnold; Scott, D. Gregory 60 61 Gilbert M. Jennings 61 62 62 63 Cole Credit Property Trust II, Inc. 63 64 Cole Credit Property Trust II, Inc. 64 65 Cole Credit Property Trust II, Inc. 65 66 Cole Capital Advisors 66 67 Chhabra, Mahinder S.; Chhabra, Kuldepp K. 67 68 Cole Credit Property Trust II, Inc. 68 69 Cole Credit Property Trust II, Inc. 69 70 Francis J. Issa 70 71 Harry J. O'Donnell 71 72 Cole Capital Advisors 72 73 Murtaugh, James J.; Murtaugh, Diane; Murtaugh, James J., II 73 74 Dhillon, Pritpal; Uppal, Raj 74 75.01 The Ackerberg Group 75.01 75.02 The Ackerberg Group 75.02 76 Lasky, Armand 76 77 Sineath, James B. 77 78 78 79 Thompson Commercial Real Estate Ventures, L.P.; Jersey Realty & Investment Co. 79 80 Cole Capital Advisors 80 81 Gara, Rama K. 81 82 Cole Credit Property Trust II, Inc. 82 83 Stephon Marbury 83 84 Cole Credit Property Trust II, Inc. 84 85 Cole Capital Advisors 85 86 Cole Capital Advisors 86 87 Adler, Jack F. Jr. 87 88 Kawata, Carol Lynn; Watanabe, Diane Kawata 88 89 Cole Credit Property Trust II, Inc. 89 90 90 91 Cole Credit Property Trust II, Inc. 91 92 92 93 Cole Capital Advisors 93 94 Cole Credit Property Trust II, Inc. 94 95 Stephon Marbury 95 96 Cole Capital Advisors 96 97 Cole Credit Property Trust II, Inc. 97 98 Adler, Jack F. Jr. 98 99 99 100 Esteban J. & Carmen D. Raspe 100 101 Cole Credit Property Trust II, Inc. 101 102 Cole Capital Advisors 102 103 Cole Capital Advisors 103 104 Cole Credit Property Trust II, Inc. 104 105 Cole Credit Property Trust II, Inc. 105 106 Stephon Marbury 106 107 Cole Credit Property Trust II, Inc. 107 108 Coleman, Mark J. 108 109 Cole Capital Advisors 109 - ----------- See "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" in the Prospectus Supplement. (1) Certain of the Mortgage Loans have LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also, see "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "--Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. (2) With respect to each A/B Loan, the calculation of LTV Ratios, DSC Ratios and Cut-Off Date Balances per unit are based on the aggregate indebtedness of or debt service on, as applicable, the related Mortgage Loan, but not any related subordinate companion loan. (3) For a description of how the LTV Ratios for the Mortgage Loans are determined, see "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" and "RISK FACTORS--The Mortgage Loans--Risks Related to Property Inspections and Certain Assumptions in Appraisals" in the Prospectus Supplement. (4) The mortgage rate with respect to 5 Mortgage Loans (loan numbers 12, 14, 29, 32 and 34), representing 6.5% of the Cut-Off Date Pool Balance (4.8% of the Cut-Off Date Group 1 Balance and 12.7% of the Cut-Off Date Group 2 Balance) may vary during the term of the related Mortgage Loan. For purposes of the table above as well as calculations throughout the Prospectus Supplement, the mortgage rate was assumed to be the average mortgage rate during the amortizing period of the related Mortgage Loan. See "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" in the Prospectus Supplement. (5) With respect to the Home Depot Loan (loan number 17), as of origination, the Mortgaged Property was being improved by the construction of a Home Depot; however, the improvements are not part of the subject collateral. (6) With respect to 4 Mortgage Loans (loan numbers 24.01, 24.02, 25.01, 25.02, 44.01, 44.02, 75.01 and 75.02), representing 3.3% of the Cut-Off Pool Date Balance (4.2% of the Cut-Off Date Group 1 Balance) the related Mortgage Loan is comprised of a component A note and a component B note which are secured by the same Mortgaged Property and are both assets of the Trust Fund. In cases where the terms of the component notes differ, the portions of the Mortgage Loan represented by such component notes have been allocated to separate categories accordingly, and as a result the totals of the aggregate number of Mortgage Loans may not be equal. The sum of aggregate percentage calculations may not equal 100% due to rounding. (7) Two Mortgage Loans (loan numbers 24.01, 24.02, 25.01 and 25.02 ), representing 2.3% of the Cut-Off Pool Date Balance (3.0% of the Cut-Off Date Group 1 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 the related Mortgage Loan, unless otherwise specified. With respect to these Mortgage Loans, unless otherwise specified, the calculations of LTV Ratios, DSC Ratios and Cut-Off Date Balances per unit are based on the aggregate indebtedness of or debt service on, as applicable, the related Mortgage Loan and the related pari passu companion loan. (8) With respect to the Blackwolf Run & Riverwood Pool Loan (loan number 47), representing 0.7% of the Cut-Off Date Pool Balance (0.9% of the Cut-Off Date Group 1 Balance), total units are comprised of 114 multifamily units and 23,536 retail square feet. The Cut-Off Date Loan Balance is $72,022 per unit for the multifamily property and $76 per square foot for the retail property. The Occupancy Rate is based on the blended square feet.
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 CERTAIN INFORMATION REGARDING MULTIFAMILY MORTGAGED PROPERTIES ANNEX A-2 MORTGAGE LOAN LOAN GROUP NUMBER NUMBER LOAN SELLER PROPERTY NAME PROPERTY ADDRESS PROPERTY CITY - ------------------------------------------------------------------------------------------------------------------------ 6 2 Wachovia Mallard Glen Apartments 2002 Laysan Teal Lane Charlotte 9 2 Wachovia University House at Tempe Apartments 2323 East Apache Boulevard Tempe 10 2 Wachovia Reflections at the Lakes 2601 South Grand Canyon Drive Las Vegas 11 2 BCRE Glenbrooke at Palm Bay 815 Briar Creek Boulevard Northeast Palm Bay 13 2 Wachovia The Preserve at the Fort Apartments 1212 Raintree Drive Fort Collins 14 2 Wachovia The Falls at Highpoint Apartments 9050 Markville Drive Dallas 16 2 Wachovia Waterstone Apartments 420 West Slaughter Lane Austin 21 2 Wachovia Wesley Paces Apartment Homes 4300 Jimmy Carter Boulevard Norcross 23 2 BCRE The Barrington 901 Seminole Boulevard Largo 27 2 BCRE Lewisville Estates 800 College Parkway Lewisville 30 2 BCRE Lake Forest Park 2909 South 25th Street Fort Pierce 34 2 Wachovia Hidden Lakes Apartments 5500 Weslo Willow Drive Greensboro 36 2 BCRE Newforest Estates 5034 Newforest Drive San Antonio 42 2 Wachovia Harbour Landing Apartments 8033 South Padre Island Drive Corpus Christi 47 1 Wachovia Blackwolf Run & Riverwood Pool(3) Various Various 47.01 Blackwolf Run III & IV 5548 Grand Traverse Drive Raleigh 58 2 BCRE Coleman Cleveland Pool Various Various 58.01 Melrose Village 4400 Melrose Drive Wooster 58.02 Little Chippewa Estates 11563 Back Massillon Road Orrville 58.03 Auburn Estates 919 Hostetler Road Orrville 58.04 Melrose West 4455 Cleveland Road Wooster 77 2 BCRE Baytree Condominium Apartments 1574 Baytree Road Valdosta 108 2 BCRE Coleman Youngstown Estates 999 Balmer Road Youngstown MORTGAGE LOAN GENERAL CUT-OFF DATE NUMBER COUNTY PROPERTY STATE PROPERTY ZIP CODE PROPERTY TYPE SPECIFIC PROPERTY TYPE LOAN BALANCE ($) - --------------------------------------------------------------------------------------------------------------------------------- 6 Mecklenburg NC 28262 Multifamily Conventional 37,440,000 9 Maricopa AZ 85281 Multifamily Student Housing 29,412,500 10 Clark NV 89117 Multifamily Conventional 28,000,000 11 Brevard FL 32905 Multifamily Senior Housing / Independent Living 27,110,000 13 Larimer CO 80526 Multifamily Student Housing 26,250,000 14 Dallas TX 75243 Multifamily Conventional 26,000,000 16 Travis TX 78748 Multifamily Conventional 23,750,000 21 Gwinnett GA 30093 Multifamily Conventional 20,089,000 23 Pinellas FL 33770 Multifamily Senior Housing / Independent Living 18,000,000 27 Denton TX 75077 Multifamily Senior Housing / Independent Living 16,010,000 30 Saint Lucie FL 34981 Multifamily Senior Housing / Independent Living 14,520,000 34 Guilford NC 27409 Multifamily Conventional 14,000,000 36 Bexar TX 78229 Multifamily Senior Housing / Independent Living 13,510,000 42 Nueces TX 78412 Multifamily Conventional 11,062,500 47 Various NC Various Various Various 10,000,000 47.01 Wake NC 27604 Multifamily Conventional 58 Wayne OH Various Mobile Home Park Mobile Home Park 6,360,000 58.01 Wayne OH 44691 Mobile Home Park Mobile Home Park 58.02 Wayne OH 44667 Mobile Home Park Mobile Home Park 58.03 Wayne OH 44667 Mobile Home Park Mobile Home Park 58.04 Wayne OH 44691 Mobile Home Park Mobile Home Park 77 Lowndes GA 31602 Multifamily Conventional 3,430,000 108 Niagara NY 14174 Mobile Home Park Mobile Home Park 1,200,000 CUT-OFF ORIGINAL MORTGAGE DATE LOAN TERM TO ORIGINAL LOAN AMOUNT PER MORTGAGE ORIGINATION UW NOI UW NCF CUT-OFF DATE MATURITY OR AMORT TERM INTEREST-ONLY NUMBER (UNIT) ($) RATE(2) DATE DSCR (X) DSCR (X) LTV RATIO ARD (MOS.) (MOS.) PERIOD - ---------------------------------------------------------------------------------------------------------------------- 6 81,391 5.830% 7/18/2007 1.13 1.10 80.0% 120 360 24 9 73,531 6.378% 9/6/2007 1.56 1.51 64.6% 120 IO 120 10 85,890 5.750% 8/2/2007 1.33 1.28 71.8% 60 IO 60 11 159,471 5.948% 4/13/2007 1.37 1.33 72.0% 60 IO 60 13 83,866 5.830% 8/30/2007 1.13 1.13 75.7% 120 360 60 14 36,723 5.850% 2/27/2007 1.36 1.27 73.8% 120 360 36 16 77,110 6.180% 8/24/2007 1.39 1.35 66.8% 120 IO 120 21 77,265 6.040% 8/17/2007 1.25 1.22 72.0% 120 360 60 23 120,805 5.948% 4/13/2007 1.50 1.44 72.0% 60 IO 60 27 100,063 5.948% 4/13/2007 1.29 1.23 80.0% 60 IO 60 30 114,331 5.948% 4/13/2007 1.49 1.44 80.0% 60 IO 60 34 28,986 5.810% 4/24/2007 1.36 1.25 70.7% 120 360 84 36 59,515 5.948% 4/13/2007 1.57 1.48 67.1% 60 IO 60 42 38,952 5.880% 7/31/2007 1.37 1.29 75.0% 120 360 60 47 Various 6.490% 7/23/2007 1.27 1.21 70.2% 120 360 60 47.01 58 14,895 6.790% 8/20/2007 1.23 1.21 78.4% 60 360 24 58.01 58.02 58.03 58.04 77 54,444 6.440% 8/27/2007 1.25 1.20 78.0% 120 360 59 108 13,333 6.790% 8/20/2007 1.41 1.21 78.4% 60 360 24 AVERAGE AVERAGE MORTGAGE NUMBER OF AVERAGE NUMBER CONTRACT NUMBER CONTRACT NUMBER LOAN NUMBER STUDIO CONTRACT RENT - OF 1 BR RENT - 1 BR OF 2 BR RENT - 2 BR OF 3 BR NUMBER PREPAYMENT PROVISIONS OF UNITS UNITS STUDIO UNITS UNITS UNITS(1) UNITS UNITS(1) UNITS - ------------------------------------------------------------------------------------------------------------------------------ 6 L(27),D(90),O(3) 460 146 659 230 732 84 9 L(26),D(91),O(3) 400 192 750 132 1,080 76 10 GRTR1%orYM(56),O(4) 326 170 794 156 913 11 L(30),D(20),O(10) 170 96 2,347 74 2,464 13 L(25),GRTR1%orYM(91),O(4) 313 118 763 183 971 12 14 L(48),D(69),O(3) 708 408 639 300 851 16 L(26),D(91),O(3) 308 150 864 116 1,135 42 21 L(26),D(90),O(4) 260 56 748 194 975 10 23 L(30),D(20),O(10) 149 16 2,095 104 2,225 29 2,505 27 L(30),D(20),O(10) 160 66 2,290 72 2,000 22 2,400 30 L(30),D(20),O(10) 127 64 2,263 4 2,350 59 2,228 34 L(30),D(86),O(4) 483 21 430 211 467 251 531 36 L(30),D(20),O(10) 227 69 1,759 115 1,643 43 2,493 42 L(27),D(89),O(4) 284 172 579 112 798 47 L(27),D(90),O(3) Various Various Various Various Various Various 47.01 114 48 639 6 800 60 58 L(24),GRTR1%orYM(33),O(3) 427 58.01 294 58.02 61 58.03 42 58.04 30 77 L(26),D(92),O(2) 63 1 550 54 725 8 108 L(24),GRTR1%orYM(33),O(3) 90 AVERAGE AVERAGE AVERAGE MORTGAGE CONTRACT NUMBER CONTRACT NUMBER OF CONTRACT NUMBER OF UNDER LOAN RENT - 3 BR OF 4 BR RENT - 4 BR 4+ BR RENT - 4+ BR RENOVATION, MODEL OR OCCUPANCY UTILITIES NUMBER UNITS(1) UNITS UNITS(1) UNITS UNITS(1) RENTAL OFFICE UNITS RATE TENANT PAYS ELEVATORS - ----------------------------------------------------------------------------------------------------------------------------- 6 1,199 94.8% E,W N 9 1,547 93.1% E,W,S N 10 93.6% E,W,G N 11 91.8% Y 13 1,275 94.9% E,G,W N 14 93.1% E,W,S N 16 1,429 82.8% E,G,W,S,T N 21 1,399 92.7% E,W N 23 89.3% Y 27 88.8% Y 30 92.1% Y 34 96.7% E N 36 71.4% N 42 91.5% E,W,S N 47 Various 96.2% Various Various 47.01 1,012 97.4% E,W,S N 58 89.0% 58.01 89.8% 58.02 80.3% 58.03 90.5% 58.04 96.7% 77 925 100.0% E N 108 88.9% AVERAGE TOTAL GROSS MORTGAGE TOTAL CONTRACT INCOME MORTGAGE LOAN NUMBER RENT PER NUMBER OF FROM UW TOTAL LOAN NUMBER OF PADS PADS(1) RV SITES RV SITES REVENUES ($) NUMBER - --------------------------------------------------------------------------- 6 4,184,780 6 9 4,685,184 9 10 3,408,010 10 11 4,558,817 11 13 3,113,757 13 14 5,396,572 14 16 3,512,009 16 21 2,777,402 21 23 4,077,950 23 27 4,087,577 27 30 3,292,042 30 34 2,857,076 34 36 3,780,903 36 42 2,127,256 42 47 1,346,831 47 47.01 1,103,417 47.01 58 427 246 1,176,819 58 58.01 294 250 58.01 58.02 61 230 58.02 58.03 42 230 58.03 58.04 30 260 19,500 58.04 77 552,929 77 108 90 262 253,245 108 (1) In determining the average rent for units in a multifamily property having a given number of bedrooms, the rent used is the "Contract Rent", as defined as the total rent that is, or is anticipated to be, specified in the lease or other rental contract as payable by the tenant to the property owner for the rental of a dwelling unit, including fees or charges for management and maintenance services. In determining Contract Rent for each unit, the following rules have been applied: (i) the average Contract Rent for each unit type was based upon a rent roll certified by the owner of the property, or was computed by the appraiser of the mortgaged property based upon a borrower-certified rent roll and (ii) rent concessions were not considered (Contract Rent was not reduced by any rent concessions delineated in the borrower rent roll). (2) The mortgage rate with respect to 2 Mortgage Loans (loans numbers 14 and 34), representing 2.7% of the Cut-Off Date Pool Balance (12.7% of the Cut-Off Date Group 2 Balance) may vary during the term of the related Mortgage Loan. For purposes of the table above as well as calculations throughout the Prospectus Supplement, the mortgage rate was assumed to be the average mortgage rate during the amortizing period of the related Mortgage Loan. See "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" in the Prospectus Supplement. (3) The Blackwolf Run & Riverwood Pool Loan (loan number 47), representing 0.7% of the Cut-Off Date Pool Balance (0.9% of the Cut-Off Date Group 1 Balance), is comprised of 2 Mortgaged Properties, Blackwolf Run III & IV, a multifamily property with 114 units and Riverwood Cultural Arts Center, a retail property with 23,536 square feet. The Cut-Off Date Balance is $72,022 per unit for the multifamily property and $76 per square foot for the retail property. The Occupancy Rate is based on the blended square feet.
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX A-3 RESERVE ACCOUNT INFORMATION MORTGAGE LOAN LOAN GROUP NUMBER NUMBER PROPERTY NAME GENERAL PROPERTY TYPE - ------------------------------------------------------------------------------------------------------------------- 1 1 Ashford Hospitality Pool 5(2) Hospitality 1.01 Marriott - Bridgewater, NJ Hospitality 1.02 Marriott Suites - Dallas, TX Hospitality 1.03 Marriott - Durham, NC Hospitality 1.04 Sheraton - Langhorne, PA Hospitality 1.05 Embassy Suites - Flagstaff, AZ Hospitality 2 1 Nestle 94 Pool Industrial 2.01 555 Nestle Way Industrial 2.02 Nestle Distribution Facility Industrial 2.03 2909 Pleasant Center Road Industrial 3 1 Sheraton Park Hotel - Anaheim, CA Hospitality 4 1 Integrated Health Campus Office 5 1 2100 Ross Office 6 2 Mallard Glen Apartments Multifamily 7 1 Llano Logistics Industrial 8 1 Kedron Village - Phase II Retail 9 2 University House at Tempe Apartments Multifamily 10 2 Reflections at the Lakes Multifamily 11 2 Glenbrooke at Palm Bay Multifamily 12 1 One & Two Riverwood(3) Office 13 2 The Preserve at the Fort Apartments Multifamily 14 2 The Falls at Highpoint Apartments Multifamily 15 1 West Volusia Towne Centre(4) Retail 16 2 Waterstone Apartments Multifamily 17 1 Home Depot - Paterson, NJ Retail 18 1 Poway Crossings Retail 19 1 Hanbury Village Shopping Center Retail 20 1 Lakefront at Washingtonian Office 21 2 Wesley Paces Apartment Homes(5) Multifamily 22 1 Village Shoppes of Sugarloaf Retail 23 2 The Barrington Multifamily 24.01 1 Winn-Dixie Distribution Center - Orlando, FL Industrial 24.02 1 Winn-Dixie Distribution Center - Orlando, FL (Note B) Industrial 25.01 1 Winn-Dixie Headquarters/Manufacturing Facility - Jacksonville, FL Industrial 25.02 1 Winn-Dixie Headquarters/Manufacturing Facility - Jacksonville, FL (Note B) Industrial 26 1 Sherrill Building Office 27 2 Lewisville Estates Multifamily 28 1 20400 & 20410 Observation Drive Office 29 1 One Ridgmar Centre(6) Office 30 2 Lake Forest Park Multifamily 31 1 Gateway Office Center Office 32 1 Governor's Pointe Office Campus(7)(8) Office 33 1 320 West 31st Street Office 34 2 Hidden Lakes Apartments(9) Multifamily 35 1 Laveen Village Marketplace - Phase II Retail 36 2 Newforest Estates Multifamily 37 1 West Los Angeles Commerce Plaza Office 38 1 Raymour & Flanigan Cheektowaga, NY Retail 39 1 River Place Shopping Center Retail 40 1 Rockbridge Village Retail 41 1 The Greentree Shopping Center Retail 42 2 Harbour Landing Apartments(10) Multifamily 43 1 Hammons Office Tower Office 44.01 1 Winn-Dixie Distribution - Fitzgerald, GA Industrial 44.02 1 Winn-Dixie Distribution - Fitzgerald, GA (Note B) Industrial 45 1 Hilton Garden Inn - Greensboro, NC Hospitality 46 1 Springhill Suites Charleston SC Hospitality 47 1 Blackwolf Run & Riverwood Pool Various 47.01 Blackwolf Run III & IV Multifamily 47.02 Riverwood Cultural Arts Center Retail 48 1 Conseco Parking Garage Special Purpose 49 1 Woodmont Village Retail 50 1 Old Line Professional Center(11) Office 51 1 Bloomington Chateau Hospitality 52 1 Holiday Inn - Boxborough, MA(12) Hospitality 53 1 Four Points Allentown Hospitality 54 1 Port Royal Plaza Retail 55 1 Hampton Inn - Norfolk Airport, VA(13) Hospitality 56 1 Sam's Club - Anderson, SC Retail 57 1 Richmond Ranch Shopping Center Retail 58 2 Coleman Cleveland Pool Mobile Home Park 58.01 Melrose Village Mobile Home Park 58.02 Little Chippewa Estates Mobile Home Park 58.03 Auburn Estates Mobile Home Park 58.04 Melrose West Mobile Home Park 59 1 Moye Medical Building Office 60 1 24 Hour Fitness- Chula Vista, CA Retail 61 1 Fort Pierce Industrial Industrial 62 1 Rite Aid - Puyallup, WA Retail 63 1 Apria Healthcare - Saint Louis, MO Industrial 64 1 Borders - Rapid City, SD Retail 65 1 Borders - Reading, PA Retail 66 1 Walgreens - Gretna, LA Retail 67 1 Fairfield Inn Provo Hospitality 68 1 Rite Aid - Easton, PA Retail 69 1 Ashley Furniture - Amarillo, TX Retail 70 1 Celebration Self Storage Self Storage 71 1 2501 West Phelps Industrial 72 1 Walgreens - Ellenton, FL Retail 73 1 Estero 41 Self Storage Self Storage 74 1 Holiday Inn Express -Tulsa (Central), OK Hospitality 75.01 1 Dean Foods - Opa-Locka, FL Industrial 75.02 1 Dean Foods - Opa-Locka, FL (Note B) Industrial 76 1 St. Louis Surface Parking Special Purpose 77 2 Baytree Condominium Apartments Multifamily 78 1 Delpache Retail 79 1 Fed Ex Ground Columbia Industrial 80 1 CVS - Flowery Branch, GA Retail 81 1 Candlewood Suites Hopewell Hospitality 82 1 Walgreens - Cincinnati, OH Retail 83 1 GSA Building - Meeker, CO Industrial 84 1 Rite Aid - Fredericksburg, VA Retail 85 1 Walgreens - Mineral Wells, TX Retail 86 1 Wal-Mart - Chanute, KS Retail 87 1 Walgreens - Amarillo, TX Retail 88 1 Prosperity Plaza Retail 89 1 Walgreens - Shreveport, LA Retail 90 1 Corporate I(14) Industrial 91 1 Walgreens - Gainesville, FL Retail 92 1 Pencader Corporate Center - Building 5(14) Industrial 93 1 Logan's Roadhouse - Florence, AL Retail 94 1 Tractor Supply Company - Baytown , TX Retail 95 1 GSA Office - Hamilton, OH Office 96 1 Logan's Roadhouse - Tuscaloosa, AL Retail 97 1 Tractor Supply Company - Navasota, TX Retail 98 1 CVS - Parkersburg, WV Retail 99 1 Cactus & Cave Creek Retail 100 1 Rite Aid - Archdale, NC Retail 101 1 Wal-Mart - New London, WI Retail 102 1 Logan's Roadhouse - Killeen, TX Retail 103 1 Logan's Roadhouse - Waco, TX Retail 104 1 Rite Aid - Lincolnton, NC Retail 105 1 Chili's Grill & Bar - Fredericksburg, TX Retail 106 1 GSA Social Security Building - Petersburg, VA Office 107 1 Wal-Mart - Spencer, IN Retail 108 2 Coleman Youngstown Estates Mobile Home Park 109 1 Logan's Roadhouse - Houston, TX Retail MORTGAGE LOAN NUMBER SPECIFIC PROPERTY TYPE MONTHLY TAX ESCROW ($) MONTHLY INSURANCE ESCROW ($) - --------------------------------------------------------------------------------------------------- 1 Various 98,745 1.01 Full Service 1.02 Full Service 1.03 Full Service 1.04 Full Service 1.05 Limited Service 2 Distribution 2.01 Distribution 2.02 Distribution 2.03 Distribution 3 Full Service 30,467 46,927 4 Medical 52,805 6,051 5 CBD 137,409 14,278 6 Conventional 2,428 7 Warehouse 8 Anchored 2,997 4,476 9 Student Housing 14,664 7,841 10 Conventional 20,240 11 Senior Housing / Independent Living 27,375 12 Suburban 29,966 3,770 13 Student Housing 13,462 2,748 14 Conventional 56,647 11,709 15 Anchored 5,034 8,726 16 Conventional 3,889 5,251 17 Single Tenant 18 Anchored 8,835 1,709 19 Anchored 9,860 688 20 Suburban 21 Conventional 20,934 3,382 22 Anchored 25,199 2,590 23 Senior Housing / Independent Living 4,135 24.01 Warehouse/Distribution 24.02 Warehouse/Distribution 25.01 Flex 25.02 Flex 26 Suburban 27 Senior Housing / Independent Living 30,470 28 Suburban 13,803 2,384 29 Suburban 36,707 2,256 30 Senior Housing / Independent Living 17,743 31 Suburban 32 Suburban 1,720 11,717 33 CBD 34 Conventional 14,099 14,412 35 Anchored 93 838 36 Senior Housing / Independent Living 29,348 37 Suburban 9,077 38 Anchored 17,109 39 Anchored 4,249 2,124 40 Anchored 13,813 1,532 41 Anchored 42 Conventional 19,370 4,012 43 Suburban 44.01 Warehouse/Distribution 44.02 Warehouse/Distribution 45 Limited Service 7,576 46 Limited Service 7,871 8,560 47 Various 10,212 1,998 47.01 Conventional 47.02 Unanchored 48 Parking Garage 49 Anchored 6,596 1,279 50 Medical 8,549 990 51 Full Service 21,506 5,550 52 Full Service 8,200 5,145 53 Full Service 15,898 6,187 54 Anchored 7,380 55 Limited Service 5,571 56 Single Tenant 57 Shadow Anchored 12,674 858 58 Mobile Home Park 6,592 1,165 58.01 Mobile Home Park 58.02 Mobile Home Park 58.03 Mobile Home Park 58.04 Mobile Home Park 59 Medical 2,270 60 Single Tenant 2,504 61 Flex 460 458 62 Single Tenant 63 Flex 64 Single Tenant 65 Single Tenant 66 Single Tenant 67 Limited Service 2,502 1,780 68 Single Tenant 69 Single Tenant 70 Self Storage 1,628 1,936 71 Flex 72 Single Tenant 73 Self Storage 4,571 2,406 74 Limited Service 4,145 1,084 75.01 Warehouse/Distribution 75.02 Warehouse/Distribution 76 Parking Garage 77 Conventional 3,377 1,448 78 Unanchored 258 169 79 Warehouse 1,983 710 80 Single Tenant 81 Limited Service 3,567 871 82 Single Tenant 83 Flex 569 389 84 Single Tenant 85 Single Tenant 86 Single Tenant 87 Single Tenant 88 Shadow Anchored 89 Single Tenant 90 Flex 1,691 474 91 Single Tenant 92 Flex 2,693 388 93 Single Tenant 94 Single Tenant 95 Suburban 2,230 258 96 Single Tenant 97 Single Tenant 98 Single Tenant 99 Unanchored 1,182 175 100 Single Tenant 101 Single Tenant 102 Single Tenant 103 Single Tenant 104 Single Tenant 105 Single Tenant 106 Suburban 1,664 227 107 Single Tenant 108 Mobile Home Park 4,341 505 109 Single Tenant MORTGAGE LOAN NUMBER ANNUAL DEPOSIT TO REPLACEMENT RESERVES ($) INITIAL DEPOSIT TO CAPITAL IMPROVEMENTS RESERVE ($) - --------------------------------------------------------------------------------------------------------- 1 4% of Yearly Gross Revenue 508,125 1.01 1.02 1.03 1.04 1.05 2 2.01 2.02 2.03 3 3% of Yearly Gross Revenue 4 30,220 5 169,873 6 7 8 15,735 9 69,910 10 11 42,504 26,195 12 29,402 13 14 171,336 15 15,459 16 38,192 17 18 30,999 19 20 21 65,000 22 11,664 23 37,248 504,292 24.01 24.02 25.01 25.02 26 27 39,996 65,000 28 36,083 29 35,440 30 31,752 182,557 31 32 33 34 112,056 30,000 35 36 56,748 910,025 37 38 15,625 39 40 41 42 67,450 43 44.01 44.02 45 46 176,665 47 30,144 47.01 47.02 48 22,659 1,250 49 3,750 50 15,168 51 242,800 52 263,120 24,375 53 59,375 54 2,667 55 108,456 56 57 5,572 58 23,822 206,931 58.01 58.02 58.03 58.04 59 4,088 60 3,816 61 62 63 64 65 66 67 65,640 8,125 68 69 70 4,742 71 72 73 9,600 74 48,804 75.01 75.02 76 4,992 10,000 77 14,244 78 2,214 79 80 81 49,254 82 83 2,929 84 85 86 87 2,268 88 89 90 17,600 91 92 18,087 93 94 95 1,090 96 97 98 1,524 625 99 1,432 3,290 100 101 102 103 104 105 106 1,162 107 108 4,500 109 MORTGAGE MORTGAGE LOAN LOAN NUMBER INITIAL TI/LC ESCROW ($) ONGOING TI/LC FOOTNOTE(1) NUMBER - ------------------------------------------------------------------------------------------- 1 1 1.01 1.01 1.02 1.02 1.03 1.03 1.04 1.04 1.05 1.05 2 2 2.01 2.01 2.02 2.02 2.03 2.03 3 3 4 11,000,000 4 5 5,175,000 5 6 6 7 7 8 8 9 9 10 10 11 11 12 1,700,000 (1) 12 13 13 14 14 15 (1) 15 16 16 17 17 18 250,000 18 19 19 20 20 21 21 22 22 23 23 24.01 24.01 24.02 24.02 25.01 25.01 25.02 25.02 26 26 27 27 28 (1) 28 29 2,000,000 (1) 29 30 30 31 31 32 310,206 (1) 32 33 33 34 34 35 100,000 from the proceeds for future advance 35 36 36 37 37 38 38 39 39 40 40 41 41 42 42 43 43 44.01 44.01 44.02 44.02 45 45 46 46 47 47 47.01 47.01 47.02 47.02 48 48 49 49 50 1,200,000 (1) 50 51 51 52 52 53 53 54 54 55 55 56 56 57 57 58 58 58.01 58.01 58.02 58.02 58.03 58.03 58.04 58.04 59 (1) 59 60 60 61 20,000 61 62 62 63 63 64 64 65 65 66 66 67 67 68 68 69 69 70 70 71 71 72 72 73 73 74 74 75.01 75.01 75.02 75.02 76 76 77 77 78 (1) 78 79 79 80 80 81 81 82 82 83 28,565 (1) 83 84 84 85 85 86 86 87 87 88 88 89 89 90 110,000 (1) 90 91 91 92 250,000 (1) 92 93 93 94 94 95 (1) 95 96 96 97 97 98 98 99 13,800 (1) 99 100 100 101 101 102 102 103 103 104 104 105 105 106 (1) 106 107 107 108 108 109 109 (1) In addition to any escrows funded at loan closing for potential TI/LC expenses, the related Mortgage Loan requires funds to be escrowed during some or all of the loan terms for TI/LC expenses, which may be incurred during the term of the related Mortgage Loans. In certain instances, escrowed funds may be released to the borrower upon satisfaction of certain leasing conditions. (2) Annual deposit to replacement reserves is in no event less than 3% of yearly gross revenues. (3) Commencing on October 11, 2009, annual deposits to replacement reserves is $29,402; Borrower may request to transfer up to an aggregate of $100,000 from the TI/LC reserve. (4) Commencing on October 11, 2008, annual deposit to replacement reserves is $15,459. (5) Commencing on October 11, 2009, annual deposit to replacement reserves is $65,000. (6) Commencing on October 11, 2011, annual deposits to replacement reserves is $35,440; Borrower may request to transfer $250,000 from the TILC reserve. (7) Annual deposit to replacement reserves is $26,364 if reserve balance falls below $26,368 between August 11, 2007 and July 11, 2016; deposits shall cease if reserve balance reaches $79,103. (8) Annual deposit to TI/LC reserve is $131,832 if reserve balance falls below $131,838 between August 11, 2007 and July 11, 2016; deposits shall cease if reserve balance reaches $395,513. (9) Annual deposit to replacement reserves is $112,056 through May 11, 2016. (10) Commencing on September 11, 2009, annual deposit to replacement reserves is $67,450. (11) Commencing on October 11, 2009, annual deposit to replacement reserves is $15,168; Borrower may request to transfer up to $200,000 from the TI/LC reserve. (12) Annual deposit to replacement reserves is $263,120 through May 11, 2008 and 4% of yearly gross revenues thereafter. (13) Annual deposit to replacement reserves is subject to adjustment by Lender to 4% of yearly gross revenues. (14) Monthly tax and insurance escrows may be waived by Lender under certain conditions described in the related Mortgage Loan document.
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX A-4 COMMERCIAL TENANT SCHEDULE MORTGAGE LOAN LOAN GROUP NUMBER NUMBER PROPERTY NAME GENERAL PROPERTY TYPE - ----------------------------------------------------------------------------------------------------------------------- 2 1 Nestle 94 Pool Industrial 2.01 555 Nestle Way Industrial 2.02 Nestle Distribution Facility Industrial 2.03 2909 Pleasant Center Road Industrial 4 1 Integrated Health Campus Office 5 1 2100 Ross Office 7 1 Llano Logistics Industrial 8 1 Kedron Village - Phase II Retail 12 1 One & Two Riverwood Office 15 1 West Volusia Towne Centre Retail 17 1 Home Depot - Paterson, NJ(1) Retail 18 1 Poway Crossings Retail 19 1 Hanbury Village Shopping Center Retail 20 1 Lakefront at Washingtonian Office 22 1 Village Shoppes of Sugarloaf Retail 24.01 1 Winn-Dixie Distribution Center - Orlando, FL(2) Industrial 24.02 1 Winn-Dixie Distribution Center - Orlando, FL (Note B)(2) Industrial 25.01 1 Winn-Dixie Headquarters/Manufacturing Facility - Jacksonville, FL(2) Industrial 25.02 1 Winn-Dixie Headquarters/Manufacturing Facility - Jacksonville, FL (Note B)(2) Industrial 26 1 Sherrill Building Office 28 1 20400 & 20410 Observation Drive Office 29 1 One Ridgmar Centre Office 31 1 Gateway Office Center Office 32 1 Governor's Pointe Office Campus Office 33 1 320 West 31st Street Office 35 1 Laveen Village Marketplace - Phase II Retail 37 1 West Los Angeles Commerce Plaza Office 38 1 Raymour & Flanigan Cheektowaga, NY Retail 39 1 River Place Shopping Center Retail 40 1 Rockbridge Village Retail 41 1 The Greentree Shopping Center Retail 43 1 Hammons Office Tower Office 44.01 1 Winn-Dixie Distribution - Fitzgerald, GA Industrial 44.02 1 Winn-Dixie Distribution - Fitzgerald, GA (Note B) Industrial 47 1 Blackwolf Run & Riverwood Pool(3) Various 47.02 Riverwood Cultural Arts Center Retail 48 1 Conseco Parking Garage Special Purpose 49 1 Woodmont Village Retail 50 1 Old Line Professional Center Office 54 1 Port Royal Plaza Retail 56 1 Sam's Club - Anderson, SC Retail 57 1 Richmond Ranch Shopping Center Retail 59 1 Moye Medical Building Office 60 1 24 Hour Fitness- Chula Vista, CA Retail 61 1 Fort Pierce Industrial Industrial 62 1 Rite Aid - Puyallup, WA Retail 63 1 Apria Healthcare - Saint Louis, MO Industrial 64 1 Borders - Rapid City, SD Retail 65 1 Borders - Reading, PA Retail 66 1 Walgreens - Gretna, LA Retail 68 1 Rite Aid - Easton, PA Retail 69 1 Ashley Furniture - Amarillo, TX Retail 71 1 2501 West Phelps Industrial 72 1 Walgreens - Ellenton, FL Retail 75.01 1 Dean Foods - Opa-Locka, FL Industrial 75.02 1 Dean Foods - Opa-Locka, FL (Note B) Industrial 76 1 St. Louis Surface Parking Special Purpose 78 1 Delpache Retail 79 1 Fed Ex Ground Columbia Industrial 80 1 CVS - Flowery Branch, GA Retail 82 1 Walgreens - Cincinnati, OH Retail 83 1 GSA Building - Meeker, CO Industrial 84 1 Rite Aid - Fredericksburg, VA Retail 85 1 Walgreens - Mineral Wells, TX Retail 86 1 Wal-Mart - Chanute, KS Retail 87 1 Walgreens - Amarillo, TX Retail 88 1 Prosperity Plaza Retail 89 1 Walgreens - Shreveport, LA Retail 90 1 Corporate I Industrial 91 1 Walgreens - Gainesville, FL Retail 92 1 Pencader Corporate Center - Building 5 Industrial 93 1 Logan's Roadhouse - Florence, AL Retail 94 1 Tractor Supply Company - Baytown , TX Retail 95 1 GSA Office - Hamilton, OH Office 96 1 Logan's Roadhouse - Tuscaloosa, AL Retail 97 1 Tractor Supply Company - Navasota, TX Retail 98 1 CVS - Parkersburg, WV Retail 99 1 Cactus & Cave Creek Retail 100 1 Rite Aid - Archdale, NC Retail 101 1 Wal-Mart - New London, WI Retail 102 1 Logan's Roadhouse - Killeen, TX Retail 103 1 Logan's Roadhouse - Waco, TX Retail 104 1 Rite Aid - Lincolnton, NC Retail 105 1 Chili's Grill & Bar - Fredericksburg, TX Retail 106 1 GSA Social Security Building - Petersburg, VA Office 107 1 Wal-Mart - Spencer, IN Retail 109 1 Logan's Roadhouse - Houston, TX Retail MORTGAGE LOAN CUT-OFF DATE NUMBER OF UNITS UNIT OF NUMBER SPECIFIC PROPERTY TYPE LOAN BALANCE ($) (UNITS) MEASURE LARGEST TENANT - -------------------------------------------------------------------------------------------------------------------------------- 2 Distribution 106,000,000 2,560,351 Sq. Ft. Nestle Food Company 2.01 Distribution 1,045,153 Sq. Ft. Nestle Food Company 2.02 Distribution 751,021 Sq. Ft. Nestle Food Company 2.03 Distribution 764,177 Sq. Ft. Nestle Food Company 4 Medical 62,200,000 302,200 Sq. Ft. Orthopaedic Associates of Allentown 5 CBD 61,000,000 843,728 Sq. Ft. Ernst & Young, LLP 7 Warehouse 32,800,000 494,142 Sq. Ft. Llano Logistics 8 Anchored 29,700,000 157,409 Sq. Ft. Ross Dress for Less 12 Suburban 26,500,000 196,013 Sq. Ft. Humana Wisconsin Health Organization 15 Anchored 25,300,000 154,594 Sq. Ft. Ross Dress for Less 17 Single Tenant 23,000,000 136,000 Sq. Ft. Home Depot (Ground Lease) 18 Anchored 22,500,000 114,811 Sq. Ft. LA Fitness 19 Anchored 21,700,000 101,558 Sq. Ft. Harris Teeter (Ground Lease) 20 Suburban 20,900,000 103,823 Sq. Ft. Sigma Tau Pharmaceuticals, Inc. 22 Anchored 18,795,400 147,817 Sq. Ft. Publix 24.01 Warehouse/Distribution 7,311,235 1,089,411 Sq. Ft. Winn-Dixie 24.02 Warehouse/Distribution 10,038,612 1,089,411 Sq. Ft. Winn-Dixie 25.01 Flex 7,213,731 879,151 Sq. Ft. Winn-Dixie 25.02 Flex 9,904,736 879,151 Sq. Ft. Winn-Dixie 26 Suburban 17,000,000 146,804 Sq. Ft. Bank of America, N.A. 28 Suburban 16,000,000 138,779 Sq. Ft. PCTEL Maryland 29 Suburban 15,500,000 177,199 Sq. Ft. Computer Sciences Corporation 31 Suburban 14,400,000 101,844 Sq. Ft. Brink's Inc. 32 Suburban 14,275,500 155,103 Sq. Ft. Sara Lee Corporation 33 CBD 14,000,000 117,900 Sq. Ft. Technical Career Institutes, Inc. 35 Anchored 13,615,000 56,747 Sq. Ft. PETCO 37 Suburban 13,500,000 133,352 Sq. Ft. Oakwood Worldwide 38 Anchored 12,910,222 83,362 Sq. Ft. Raymour & Flanigan 39 Anchored 12,675,000 155,153 Sq. Ft. Belk 40 Anchored 11,500,000 102,432 Sq. Ft. Kroger 41 Anchored 11,455,165 172,807 Sq. Ft. Sweetbay Supermarket 43 Suburban 10,992,153 192,829 Sq. Ft. BKD, LLP 44.01 Warehouse/Distribution 4,485,583 408,200 Sq. Ft. Winn-Dixie 44.02 Warehouse/Distribution 6,158,882 408,200 Sq. Ft. Winn-Dixie 47 Various 10,000,000 Various Various Various 47.02 Unanchored 23,536 Sq. Ft. Riverwood Child Development Center 48 Parking Garage 10,000,000 226,590 Sq. Ft. Sideline Management, LLC 49 Anchored 9,775,000 85,639 Sq. Ft. Kroger 50 Medical 9,400,000 75,860 Sq. Ft. Pace & Leatherwood 54 Anchored 8,479,807 88,894 Sq. Ft. Bi-Lo 56 Single Tenant 8,160,000 134,664 Sq. Ft. Sam's Club 57 Shadow Anchored 7,700,000 58,555 Sq. Ft. Petsmart 59 Medical 5,635,000 40,879 Sq. Ft. ECU, Brody School of Medicine (Internal Medicine) 60 Single Tenant 4,900,000 25,472 Sq. Ft. 24 Hour Fitness 61 Flex 4,796,557 42,246 Sq. Ft. Stock Building Supply 62 Single Tenant 4,493,171 17,762 Sq. Ft. Rite Aid 63 Flex 4,420,000 52,200 Sq. Ft. Apria Healthcare 64 Single Tenant 4,393,000 20,000 Sq. Ft. Borders 65 Single Tenant 4,257,000 25,023 Sq. Ft. Borders 66 Single Tenant 4,108,000 14,490 Sq. Ft. Walgreens 68 Single Tenant 4,060,000 13,813 Sq. Ft. Rite Aid 69 Single Tenant 4,026,000 74,797 Sq. Ft. Ashley Furniture 71 Flex 3,800,000 36,016 Sq. Ft. Heritage Carpets and Interiors, Inc. 72 Single Tenant 3,751,000 14,490 Sq. Ft. Walgreens 75.01 Warehouse/Distribution 1,530,790 61,068 Sq. Ft. McArthur Dairy, Inc. (Dean Foods) 75.02 Warehouse/Distribution 2,101,835 61,068 Sq. Ft. McArthur Dairy, Inc. (Dean Foods) 76 Parking Garage 3,500,000 111,425 Sq. Ft. S&H Parking System 78 Unanchored 3,219,000 12,300 Sq. Ft. Great China Corporation 79 Warehouse 3,218,218 47,580 Sq. Ft. FedEx Ground Package System, Inc. 80 Single Tenant 3,152,500 12,900 Sq. Ft. CVS 82 Single Tenant 3,043,000 13,905 Sq. Ft. Walgreens 83 Flex 2,995,458 29,288 Sq. Ft. GSA 84 Single Tenant 2,979,000 14,564 Sq. Ft. Rite Aid 85 Single Tenant 2,880,000 14,820 Sq. Ft. Walgreens 86 Single Tenant 2,858,000 93,589 Sq. Ft. Wal-Mart 87 Single Tenant 2,845,550 15,120 Sq. Ft. Walgreens 88 Shadow Anchored 2,823,731 25,198 Sq. Ft. La Fiesta Mexico 89 Single Tenant 2,815,000 13,905 Sq. Ft. Walgreens 90 Flex 2,750,000 32,000 Sq. Ft. Verizon Delaware, Inc. 91 Single Tenant 2,465,000 13,905 Sq. Ft. Walgreens 92 Flex 2,460,000 48,884 Sq. Ft. CPC America 93 Single Tenant 2,420,000 8,014 Sq. Ft. Logan's Roadhouse 94 Single Tenant 2,251,000 22,670 Sq. Ft. Tractor Supply Company 95 Suburban 2,116,790 10,900 Sq. Ft. GSA 96 Single Tenant 2,087,500 7,839 Sq. Ft. Logan's Roadhouse 97 Single Tenant 2,050,000 22,670 Sq. Ft. Tractor Supply Company 98 Single Tenant 1,917,002 10,125 Sq. Ft. Parkersburg CVS, Inc. 99 Unanchored 1,909,000 7,956 Sq. Ft. Carolinas Mexican Food, Inc. 100 Single Tenant 1,891,064 11,200 Sq. Ft. Rite Aid 101 Single Tenant 1,778,000 51,985 Sq. Ft. Wal-Mart 102 Single Tenant 1,605,500 7,969 Sq. Ft. Logan's Roadhouse 103 Single Tenant 1,556,000 8,060 Sq. Ft. Logan's Roadhouse 104 Single Tenant 1,538,000 10,908 Sq. Ft. Rite Aid 105 Single Tenant 1,504,000 5,495 Sq. Ft. Chili's 106 Suburban 1,427,835 11,617 Sq. Ft. GSA 107 Single Tenant 1,377,000 41,304 Sq. Ft. Wal-Mart 109 Single Tenant 1,024,000 7,990 Sq. Ft. Logan's Roadhouse MORTGAGE 2ND LARGEST LOAN LARGEST TENANT LARGEST TENANT TENANT NUMBER % OF NRA EXP. DATE 2ND LARGEST TENANT NAME % OF NRA - -------------------------------------------------------------------------------------------------------------------- 2 100.0% 12/31/2012 2.01 100.0% 12/31/2012 2.02 100.0% 12/31/2012 2.03 100.0% 12/31/2012 4 51.8% 6/30/2026 St. Luke's Hospital 8.8% 5 29.0% 7/31/2009 CB Richard Ellis Group Inc. 10.4% 7 100.0% 6/30/2020 8 19.2% 1/31/2017 Bed, Bath & Beyond 14.9% 12 29.3% Multiple Spaces Michael Best & Friedrick LLP 10.5% 15 19.5% 1/31/2018 Bed, Bath & Beyond 16.2% 17 100.0% 4/30/2037 18 35.3% 7/31/2018 Rite Aid 15.8% 19 51.6% 10/31/2026 24-7 Fitness 3.9% 20 20.9% 4/30/2017 Washingtonian Lake LLC 17.5% 22 36.8% 4/1/2023 Hollywood Video 4.4% 24.01 100.0% 7/31/2024 24.02 100.0% 7/31/2024 25.01 100.0% 7/31/2024 25.02 100.0% 7/31/2024 26 100.0% 3/31/2017 28 14.9% 2/28/2013 Weichert Realtors 6.6% 29 45.5% Multiple Spaces General Motors Acceptance Corp 8.5% 31 100.0% 6/30/2015 32 20.3% 12/31/2011 Titan Recovery Group 8.8% 33 100.0% 6/30/2013 35 26.9% 1/31/2018 Dollar Tree 17.6% 37 39.1% 7/31/2019 Law Offices of David Weiss 3.3% 38 87.0% 2/28/2022 Custom Carpet Centers 13.0% 39 41.9% 9/30/2019 T.J. Maxx 18.0% 40 67.0% 10/19/2025 The Loop 3.6% 41 29.5% 3/29/2026 Naples Community Hospital B/C 23.8% 43 30.7% 8/31/2008 The Tower Club 11.2% 44.01 100.0% 7/31/2024 44.02 100.0% 7/31/2024 47 Various Various Various Various 47.02 59.7% 12/31/2008 VBI Ventures, Inc (Premiere) 17.8% 48 100.0% 10/31/2014 49 63.2% 10/31/2023 Las Palmas 5.3% 50 10.7% 5/31/2015 Apollo/Maryland Healthcare Associates LLC 7.9% 54 41.8% 3/31/2015 Goodwill 5.4% 56 100.0% 11/14/2013 57 32.6% 11/30/2014 CiCi 7.9% 59 34.5% 8/30/2017 ECU Physicians, Brody School of Medicine (Gastroenterology) 34.5% 60 94.1% 7/17/2022 61 59.8% 10/31/2021 Arnold Machinery 24.4% 62 100.0% 8/31/2027 63 100.0% 11/30/2013 64 100.0% 3/31/2016 65 100.0% 1/31/2019 66 100.0% 11/30/2061 68 100.0% 2/1/2026 69 100.0% 11/30/2021 71 100.0% 12/11/2011 72 100.0% 12/31/2061 75.01 100.0% 7/31/2024 75.02 100.0% 7/31/2024 76 100.0% 5/31/2016 78 48.8% 12/31/2017 Los Tacos 12.2% 79 100.0% 6/30/2017 80 100.0% 1/31/2032 82 100.0% 2/28/2059 83 100.0% 5/16/2025 84 100.0% 2/28/2027 85 100.0% 5/31/2081 86 100.0% 1/31/2019 87 100.0% 5/31/2020 88 19.0% 7/31/2017 Me-N-Ed's Pizza 14.3% 89 100.0% 9/30/2059 90 100.0% 12/30/2011 91 100.0% 7/31/2057 92 100.0% 6/30/2010 93 100.0% 11/29/2026 94 100.0% 5/29/2022 95 100.0% 4/30/2013 96 100.0% 11/29/2026 97 100.0% 9/26/2021 98 100.0% 1/31/2020 99 48.5% 12/31/2011 Divinity Tattoo & Body Piercing, LLC 17.6% 100 100.0% 9/20/2019 101 100.0% 1/31/2017 102 100.0% 11/29/2026 103 100.0% 11/29/2026 104 100.0% 4/14/2018 105 100.0% 11/30/2025 106 100.0% 5/4/2015 107 100.0% 1/31/2013 109 100.0% 11/29/2026 MORTGAGE 2ND LARGEST 3RD LARGEST 3RD LARGEST MORTGAGE LOAN TENANT EXP. TENANT TENANT EXP. LOAN NUMBER DATE 3RD.LARGEST TENANT NAME % OF NRA DATE NUMBER - --------------------------------------------------------------------------------------------------- 2 2 2.01 2.01 2.02 2.02 2.03 2.03 4 Multiple Spaces Surgery Center of Allentown 8.5% 3/31/2027 4 5 12/31/2010 Prudential 7.5% 2/28/2016 5 7 7 8 1/31/2017 PETCO 9.7% 1/31/2017 8 12 5/31/2012 Connecture Acquisition LLC 9.2% 4/30/2012 12 15 1/31/2018 Michaels 13.8% 2/28/2017 15 17 17 18 5/31/2012 K-5 Board Shop 9.0% 3/30/2010 18 19 8/31/2014 The Little Gym of the Chesapeake 3.9% 1/31/2012 19 20 5/15/2011 Ameriprise Financial Services, Inc. 13.8% 12/31/2013 20 22 8/1/2013 Pet Supermarket 4.1% 8/31/2010 22 24.01 24.01 24.02 24.02 25.01 25.01 25.02 25.02 26 26 28 7/31/2012 Montgomery County Fire/Police 5.4% 7/31/2010 28 29 2/28/2008 Approach Resources, Inc. 7.3% 10/31/2012 29 31 31 32 12/31/2008 Canon Business Solutions - East 7.6% 5/31/2012 32 33 33 35 5/31/2012 Applebee's 9.9% 6/30/2027 35 37 6/30/2012 Law Offices of Pierson & Pierson 2.5% 12/31/2008 37 38 2/28/2009 38 39 7/31/2016 Dollar Tree 7.6% 1/31/2010 39 40 12/31/2016 Miss Priss 2.2% 5/31/2009 40 41 4/30/2013 CVS 6.0% 5/11/2011 41 43 12/31/2008 U.S. Attorneys 7.8% 12/31/2012 43 44.01 44.01 44.02 44.02 47 Various Various Various Various 47 47.02 7/31/2010 Riverwood Art Academy 6.1% 11/30/2009 47.02 48 48 49 1/31/2010 Veterinary Care Center 2.3% 11/30/2007 49 50 5/31/2013 Diagnostic Health Corporation 7.5% 1/14/2008 50 54 12/31/2007 Party Land 4.4% MTM 54 56 56 57 10/31/2016 Catherines 6.8% 9/30/2009 57 59 12/31/2017 State of North Carolina 30.9% 12/31/2009 59 60 60 61 10/31/2011 DSH Subs 4.2% 6/30/2012 61 62 62 63 63 64 64 65 65 66 66 68 68 69 69 71 71 72 72 75.01 75.01 75.02 75.02 76 76 78 8/31/2012 Checkmate Payday Loans 11.4% 6/30/2012 78 79 79 80 80 82 82 83 83 84 84 85 85 86 86 87 87 88 4/30/2017 Tucoemas Federal Credit Union 13.8% 4/30/2012 88 89 89 90 90 91 91 92 92 93 93 94 94 95 95 96 96 97 97 98 98 99 7/31/2012 Cricket Communications 17.1% 9/30/2011 99 100 100 101 101 102 102 103 103 104 104 105 105 106 106 107 107 109 109 (1) With respect to the Home Depot Loan (loan number 17), as of origination, the Mortgaged Property was being improved by the construction of a Home Depot; however, the improvements are not part of the subject collateral. (2) Two Mortgage Loans (loan numbers 24.01, 24.02, 25.01, and 25.02 ), representing 2.3% of the Cut-Off Pool Date Balance (3.0% of the Cut-Off Date Group 1 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 the Mortgage Loan, unless otherwise specified. With respect to these Mortgage Loans, unless otherwise specified, the calculations of LTV Ratios, DSC Ratios and Cut-Off Date Balances per unit are based on the aggregate indebtedness of or debt service on, as applicable, the related Mortgage Loan and the related pari passu companion loan. (3) The Blackwolf Run & Riverwood Pool Loan (loan number 47), representing 0.7% of the Cut-Off Date Pool Balance (0.9% of the Cut-Off Date Group 1 Balance), is comprised of 2 Mortgaged Properties, Blackwolf Run III & IV, a multifamily property with 114 units and Riverwood Cultural Arts Center, a retail property with 23,536 square feet. The Cut-Off Date Balance is $72,022 per unit for the multifamily property and $76 per square foot for the retail property. The Occupancy Rate is based on the blended square feet.
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX A-5 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES (POOLS & PORTFOLIOS) MORTGAGE LOAN LOAN GROUP CROSS COLLATERALIZED AND CROSS NUMBER NUMBER PROPERTY NAME CITY STATE DEFAULTED LOAN FLAG - ------------------------------------------------------------------------------------------------------------------------- 1 1 Ashford Hospitality Pool 5 Various Various - ------------------------------------------------------------------------------------------------------------------------- 1.01 Marriott - Bridgewater, NJ Bridgewater NJ 1.02 Marriott Suites - Dallas, TX Dallas TX 1.03 Marriott - Durham, NC Durham NC 1.04 Sheraton - Langhorne, PA Langhorne PA 1.05 Embassy Suites - Flagstaff, AZ Flagstaff AZ 2 1 Nestle 94 Pool Various Various - ------------------------------------------------------------------------------------------------------------------------- 2.01 555 Nestle Way Breinigsville PA 2.02 Nestle Distribution Facility Lathrop CA 2.03 2909 Pleasant Center Road Yoder IN Various 1 Cole Reit Portfolio Various Various Cole Reit Portfolio - ------------------------------------------------------------------------------------------------------------------------- 56 1 Sam's Club - Anderson, SC Anderson SC Cole Reit Portfolio 63 1 Apria Healthcare - Saint Louis, MO Saint Louis MO Cole Reit Portfolio 64 1 Borders - Rapid City, SD Rapid City SD Cole Reit Portfolio 65 1 Borders - Reading, PA Reading PA Cole Reit Portfolio 68 1 Rite Aid - Easton, PA Easton PA Cole Reit Portfolio 69 1 Ashley Furniture - Amarillo, TX Amarillo TX Cole Reit Portfolio 82 1 Walgreens - Cincinnati, OH Cincinnati OH Cole Reit Portfolio 89 1 Walgreens - Shreveport, LA Shreveport LA Cole Reit Portfolio 91 1 Walgreens - Gainesville, FL Gainesville FL Cole Reit Portfolio 94 1 Tractor Supply Company - Baytown , TX Baytown TX Cole Reit Portfolio 97 1 Tractor Supply Company - Navasota, TX Navasota TX Cole Reit Portfolio 101 1 Wal-Mart - New London, WI New London WI Cole Reit Portfolio 104 1 Rite Aid - Lincolnton, NC Lincolnton NC Cole Reit Portfolio 107 1 Wal-Mart - Spencer, IN Spencer IN Cole Reit Portfolio Various 1 Cole Portfolio Various Various Cole Portfolio - ------------------------------------------------------------------------------------------------------------------------- 66 1 Walgreens - Gretna, LA Gretna LA Cole Portfolio 72 1 Walgreens - Ellenton, FL Ellenton FL Cole Portfolio 80 1 CVS - Flowery Branch, GA Flowery Branch GA Cole Portfolio 85 1 Walgreens - Mineral Wells, TX Mineral Wells TX Cole Portfolio 86 1 Wal-Mart - Chanute, KS Chanute KS Cole Portfolio 93 1 Logan's Roadhouse - Florence, AL Florence AL Cole Portfolio 96 1 Logan's Roadhouse - Tuscaloosa, AL Tuscaloosa AL Cole Portfolio 102 1 Logan's Roadhouse - Killeen, TX Killeen TX Cole Portfolio 103 1 Logan's Roadhouse - Waco, TX Waco TX Cole Portfolio 109 1 Logan's Roadhouse - Houston, TX Houston TX Cole Portfolio 47 1 Blackwolf Run & Riverwood Pool(1) Various NC - ------------------------------------------------------------------------------------------------------------------------- 47.01 Blackwolf Run III & IV Raleigh NC 47.02 Riverwood Cultural Arts Center Clayton NC Various 2 Coleman Portfolio Various Various Coleman Portfolio - ------------------------------------------------------------------------------------------------------------------------- 58 2 Coleman Cleveland Pool Various OH Coleman Portfolio 58.01 Melrose Village Wooster OH 58.02 Little Chippewa Estates Orrville OH 58.03 Auburn Estates Orrville OH 58.04 Melrose West Wooster OH 108 2 Coleman Youngstown Estates Youngstown NY Coleman Portfolio Various 1 GSA-Starbury Portfolio Various Various GSA-Starbury Portfolio - ------------------------------------------------------------------------------------------------------------------------- 83 1 GSA Building - Meeker, CO Meeker CO GSA-Starbury Portfolio 95 1 GSA Office - Hamilton, OH Hamilton OH GSA-Starbury Portfolio 106 1 GSA Social Security Building - Petersburg, VA Petersburg VA GSA-Starbury Portfolio ORIGINAL REMAINING ORIGINAL MORTGAGE CUT-OFF DATE % OF AGGREGATE TERM TO TERM TO AMORT REMAINING LOAN ORIGINAL LOAN LOAN CUT-OFF DATE MATURITY OR MATURITY OR REMAINING IO TERM AMORT TERM MONTHLY P&I NUMBER BALANCE ($) BALANCE ($) BALANCE ARD (MOS.) ARD (MOS.) PERIOD (MOS.) (MOS.) (MOS.) PAYMENTS ($) - ------------------------------------------------------------------------------------------------------------------------------------ 1 158,105,000 158,105,000 10.7% 120 113 53 360 360 943,080 - ------------------------------------------------------------------------------------------------------------------------------------ 1.01 75,391,500 1.02 26,941,700 1.03 25,983,300 1.04 18,381,600 1.05 11,406,900 2 106,000,000 106,000,000 7.2% 60 57 57 IO IO IO - ------------------------------------------------------------------------------------------------------------------------------------ 2.01 46,895,487 2.02 32,976,872 2.03 26,127,641 Various 46,633,000 46,633,000 3.2% 120 Various Various IO IO IO - ------------------------------------------------------------------------------------------------------------------------------------ 56 8,160,000 8,160,000 0.6% 120 114 114 IO IO IO 63 4,420,000 4,420,000 0.3% 120 116 116 IO IO IO 64 4,393,000 4,393,000 0.3% 120 115 115 IO IO IO 65 4,257,000 4,257,000 0.3% 120 115 115 IO IO IO 68 4,060,000 4,060,000 0.3% 120 114 114 IO IO IO 69 4,026,000 4,026,000 0.3% 120 113 113 IO IO IO 82 3,043,000 3,043,000 0.2% 120 114 114 IO IO IO 89 2,815,000 2,815,000 0.2% 120 113 113 IO IO IO 91 2,465,000 2,465,000 0.2% 120 115 115 IO IO IO 94 2,251,000 2,251,000 0.2% 120 115 115 IO IO IO 97 2,050,000 2,050,000 0.1% 120 114 114 IO IO IO 101 1,778,000 1,778,000 0.1% 120 114 114 IO IO IO 104 1,538,000 1,538,000 0.1% 120 113 113 IO IO IO 107 1,377,000 1,377,000 0.1% 120 115 115 IO IO IO Various 25,442,500 25,442,500 1.7% 120 Various Various IO IO IO - ------------------------------------------------------------------------------------------------------------------------------------ 66 4,108,000 4,108,000 0.3% 120 115 115 IO IO IO 72 3,751,000 3,751,000 0.3% 120 113 113 IO IO IO 80 3,152,500 3,152,500 0.2% 120 114 114 IO IO IO 85 2,880,000 2,880,000 0.2% 120 115 115 IO IO IO 86 2,858,000 2,858,000 0.2% 120 114 114 IO IO IO 93 2,420,000 2,420,000 0.2% 120 113 113 IO IO IO 96 2,087,500 2,087,500 0.1% 120 113 113 IO IO IO 102 1,605,500 1,605,500 0.1% 120 113 113 IO IO IO 103 1,556,000 1,556,000 0.1% 120 113 113 IO IO IO 109 1,024,000 1,024,000 0.1% 120 113 113 IO IO IO 47 10,000,000 10,000,000 0.7% 120 117 57 360 360 63,141 - ------------------------------------------------------------------------------------------------------------------------------------ 47.01 47.02 Various 7,560,000 7,560,000 0.5% 60 58 22 360 360 49,235 - ------------------------------------------------------------------------------------------------------------------------------------ 58 6,360,000 6,360,000 0.4% 60 58 22 360 360 41,420 58.01 4,299,490 58.02 803,112 58.03 632,755 58.04 624,643 108 1,200,000 1,200,000 0.1% 60 58 22 360 360 7,815 Various 6,550,000 6,540,083 0.4% 120 118 360 358 42,788 - ------------------------------------------------------------------------------------------------------------------------------------ 83 3,000,000 2,995,458 0.2% 120 118 360 358 19,598 95 2,120,000 2,116,790 0.1% 120 118 360 358 13,849 106 1,430,000 1,427,835 0.1% 120 118 360 358 9,342 CUT-OFF DATE MORTGAGE MATURITY DATE CUT-OFF LTV RATIO LOAN MORTGAGE LOAN OR ARD BALLOON APPRAISED DATE LTV AT MATURITY NUMBER OF UNIT OF AMOUNT PER UW Net Cash LOAN NUMBER BALANCE ($) VALUE ($) DSCR (X) RATIO OR ARD UNITS (UNITS) MEASURE (UNIT) ($) Flow ($) NUMBER - --------------------------------------------------------------------------------------------------------------------------------- 1 147,805,141 197,800,000 1.37 79.9% 74.7% 1,141 Rooms 138,567 15,523,811 1 - --------------------------------------------------------------------------------------------------------------------------------- 1.01 96,100,000 346 Rooms 7,767,094 1.01 1.02 33,800,000 265 Rooms 2,338,635 1.02 1.03 31,500,000 225 Rooms 2,557,413 1.03 1.04 22,600,000 186 Rooms 1,703,658 1.04 1.05 13,800,000 119 Rooms 1,157,010 1.05 2 106,000,000 185,400,000 1.44 57.2% 57.2% 2,560,351 Sq. Ft. 41 9,627,650 2 - --------------------------------------------------------------------------------------------------------------------------------- 2.01 78,900,000 1,045,153 Sq. Ft. 3,819,950 2.01 2.02 58,100,000 751,021 Sq. Ft. 3,284,883 2.02 2.03 48,400,000 764,177 Sq. Ft. 2,522,817 2.03 Various 46,633,000 70,400,000 1.75 66.2% 66.2% 511,749 Sq. Ft. 91 4,657,581 Various - --------------------------------------------------------------------------------------------------------------------------------- 56 8,160,000 12,000,000 1.55 68.0% 68.0% 134,664 Sq. Ft. 61 731,862 56 63 4,420,000 6,500,000 1.64 68.0% 68.0% 52,200 Sq. Ft. 85 408,797 63 64 4,393,000 6,470,000 1.80 67.9% 67.9% 20,000 Sq. Ft. 220 448,755 64 65 4,257,000 6,400,000 1.84 66.5% 66.5% 25,023 Sq. Ft. 170 444,129 65 68 4,060,000 6,100,000 1.77 66.6% 66.6% 13,813 Sq. Ft. 294 414,569 68 69 4,026,000 6,050,000 1.72 66.6% 66.6% 74,797 Sq. Ft. 54 386,069 69 82 3,043,000 4,450,000 1.75 68.4% 68.4% 13,905 Sq. Ft. 219 309,743 82 89 2,815,000 5,200,000 2.08 54.1% 54.1% 13,905 Sq. Ft. 202 325,609 89 91 2,465,000 3,850,000 1.87 64.0% 64.0% 13,905 Sq. Ft. 177 258,782 91 94 2,251,000 3,355,000 1.68 67.1% 67.1% 22,670 Sq. Ft. 99 212,291 94 97 2,050,000 3,050,000 1.64 67.2% 67.2% 22,670 Sq. Ft. 90 195,289 97 101 1,778,000 2,670,000 1.70 66.6% 66.6% 51,985 Sq. Ft. 34 174,807 101 104 1,538,000 2,265,000 1.77 67.9% 67.9% 10,908 Sq. Ft. 141 157,700 104 107 1,377,000 2,040,000 2.37 67.5% 67.5% 41,304 Sq. Ft. 33 189,178 107 Various 25,442,500 43,723,000 2.03 58.2% 58.2% 190,161 Sq. Ft. 134 2,752,526 Various - --------------------------------------------------------------------------------------------------------------------------------- 66 4,108,000 6,500,000 2.01 63.2% 63.2% 14,490 Sq. Ft. 284 426,319 66 72 3,751,000 6,000,000 1.89 62.5% 62.5% 14,490 Sq. Ft. 259 370,372 72 80 3,152,500 4,850,000 1.86 65.0% 65.0% 12,900 Sq. Ft. 244 309,968 80 85 2,880,000 4,580,000 1.88 62.9% 62.9% 14,820 Sq. Ft. 194 283,638 85 86 2,858,000 4,400,000 1.89 65.0% 65.0% 93,589 Sq. Ft. 31 282,242 86 93 2,420,000 4,840,000 2.25 50.0% 50.0% 8,014 Sq. Ft. 302 300,668 93 96 2,087,500 4,180,000 2.25 49.9% 49.9% 7,839 Sq. Ft. 266 259,629 96 102 1,605,500 3,211,000 2.25 50.0% 50.0% 7,969 Sq. Ft. 201 199,473 102 103 1,556,000 3,112,000 2.25 50.0% 50.0% 8,060 Sq. Ft. 193 193,308 103 109 1,024,000 2,050,000 2.24 50.0% 50.0% 7,990 Sq. Ft. 128 126,910 109 47 9,413,727 14,250,000 1.21 70.2% 66.1% Various Various Various 919,528 47 - --------------------------------------------------------------------------------------------------------------------------------- 47.01 11,700,000 114 Units 733,382 47.01 47.02 2,550,000 23,536 Sq. Ft. 186,146 47.02 Various 7,327,523 9,640,000 1.21 78.4% 76.0% 517 Pads 14,623 715,346 Various - --------------------------------------------------------------------------------------------------------------------------------- 58 6,164,424 7,840,000 1.21 78.4% 76.0% 427 Pads 14,895 587,931 58 58.01 5,300,000 294 Pads 58.01 58.02 990,000 61 Pads 58.02 58.03 780,000 42 Pads 58.03 58.04 770,000 30 Pads 58.04 108 1,163,099 1,800,000 1.21 78.4% 76.0% 90 Pads 13,333 127,415 108 Various 5,685,478 8,790,000 1.22 74.4% 64.7% 51,805 Sq. Ft. 126 624,249 Various - --------------------------------------------------------------------------------------------------------------------------------- 83 2,604,036 3,750,000 1.21 79.9% 69.4% 29,288 Sq. Ft. 102 284,147 83 95 1,840,185 2,900,000 1.16 73.0% 63.5% 10,900 Sq. Ft. 194 192,685 95 106 1,241,257 2,140,000 1.32 66.7% 58.0% 11,617 Sq. Ft. 123 147,417 106 (1) With respect to the Blackwolf Run & Riverwood Pool Loan (loan number 47), representing 0.7% of the Cut-Off Date Pool Balance (0.9% of the Cut-Off Date Group 1 Balance), total units are comprised of 114 multifamily units and 23,536 retail square feet. The Cut-Off Date Balance is $72,022 per unit for the multifamily property and $76 per square foot for the retail property.
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX A-6-1 DEBT SERVICE PAYMENT SCHEDULE FOR THE ONE & TWO RIVERWOOD MORTGAGE LOAN LOAN PAY MONTHLY DEBT MORTGAGE LOAN PAY MONTHLY DEBT MORTGAGE PERIOD PRINCIPAL ($) INTEREST ($) SERVICE ($) RATE (%) PERIOD PRINCIPAL ($) INTEREST ($) SERVICE ($) RATE (%) - ------------------------------------------------------------------------------------------------------------------------------ 1 -- 128,745.83 128,745.83 5.8300% 61 -- 136,695.83 136,695.83 6.1900% 2 -- 133,037.36 133,037.36 5.8300% 62 -- 141,252.36 141,252.36 6.1900% 3 -- 128,745.83 128,745.83 5.8300% 63 -- 136,695.83 136,695.83 6.1900% 4 -- 133,037.36 133,037.36 5.8300% 64 -- 141,252.36 141,252.36 6.1900% 5 -- 133,037.36 133,037.36 5.8300% 65 -- 141,252.36 141,252.36 6.1900% 6 -- 124,454.31 124,454.31 5.8300% 66 -- 127,582.78 127,582.78 6.1900% 7 -- 133,037.36 133,037.36 5.8300% 67 -- 141,252.36 141,252.36 6.1900% 8 -- 128,745.83 128,745.83 5.8300% 68 -- 136,695.83 136,695.83 6.1900% 9 -- 133,037.36 133,037.36 5.8300% 69 -- 141,252.36 141,252.36 6.1900% 10 -- 128,745.83 128,745.83 5.8300% 70 -- 136,695.83 136,695.83 6.1900% 11 -- 133,037.36 133,037.36 5.8300% 71 -- 141,252.36 141,252.36 6.1900% 12 -- 133,037.36 133,037.36 5.8300% 72 -- 141,252.36 141,252.36 6.1900% 13 -- 128,745.83 128,745.83 5.8300% 73 25,436.53 136,695.83 162,132.36 6.1900% 14 -- 133,037.36 133,037.36 5.8300% 74 21,015.58 141,116.78 162,132.36 6.1900% 15 -- 128,745.83 128,745.83 5.8300% 75 25,676.14 136,456.22 162,132.36 6.1900% 16 -- 133,037.36 133,037.36 5.8300% 76 21,264.46 140,867.90 162,132.36 6.1900% 17 -- 133,037.36 133,037.36 5.8300% 77 21,377.81 140,754.55 162,132.36 6.1900% 18 -- 120,162.78 120,162.78 5.8300% 78 35,102.14 127,030.22 162,132.36 6.1900% 19 -- 133,037.36 133,037.36 5.8300% 79 21,678.86 140,453.50 162,132.36 6.1900% 20 -- 128,745.83 128,745.83 5.8300% 80 26,321.45 135,810.91 162,132.36 6.1900% 21 -- 133,037.36 133,037.36 5.8300% 81 21,934.72 140,197.64 162,132.36 6.1900% 22 -- 128,745.83 128,745.83 5.8300% 82 26,570.37 135,561.99 162,132.36 6.1900% 23 -- 133,037.36 133,037.36 5.8300% 83 22,193.26 139,939.10 162,132.36 6.1900% 24 -- 133,037.36 133,037.36 5.8300% 84 22,311.56 139,820.80 162,132.36 6.1900% 25 -- 128,745.83 128,745.83 5.8300% 85 26,937.00 135,195.36 162,132.36 6.1900% 26 -- 133,037.36 133,037.36 5.8300% 86 22,574.07 139,558.29 162,132.36 6.1900% 27 -- 128,745.83 128,745.83 5.8300% 87 27,192.39 134,939.97 162,132.36 6.1900% 28 -- 133,037.36 133,037.36 5.8300% 88 22,839.34 139,293.02 162,132.36 6.1900% 29 -- 133,037.36 133,037.36 5.8300% 89 22,961.08 139,171.28 162,132.36 6.1900% 30 -- 120,162.78 120,162.78 5.8300% 90 36,539.81 125,592.55 162,132.36 6.1900% 31 -- 133,037.36 133,037.36 5.8300% 91 23,278.23 138,854.13 162,132.36 6.1900% 32 -- 128,745.83 128,745.83 5.8300% 92 27,877.47 134,254.89 162,132.36 6.1900% 33 -- 133,037.36 133,037.36 5.8300% 93 23,550.91 138,581.45 162,132.36 6.1900% 34 -- 128,745.83 128,745.83 5.8300% 94 28,142.76 133,989.60 162,132.36 6.1900% 35 -- 133,037.36 133,037.36 5.8300% 95 23,826.45 138,305.91 162,132.36 6.1900% 36 -- 133,037.36 133,037.36 5.8300% 96 23,953.45 138,178.91 162,132.36 6.1900% 37 -- 136,695.83 136,695.83 6.1900% 97 28,534.39 133,597.97 162,132.36 6.1900% 38 -- 141,252.36 141,252.36 6.1900% 98 24,233.22 137,899.14 162,132.36 6.1900% 39 -- 136,695.83 136,695.83 6.1900% 99 28,806.59 133,325.77 162,132.36 6.1900% 40 -- 141,252.36 141,252.36 6.1900% 100 24,515.94 137,616.42 162,132.36 6.1900% 41 -- 141,252.36 141,252.36 6.1900% 101 24,646.62 137,485.74 162,132.36 6.1900% 42 -- 127,582.78 127,582.78 6.1900% 102 33,639.56 128,492.80 162,132.36 6.1900% 43 -- 141,252.36 141,252.36 6.1900% 103 24,957.30 137,175.06 162,132.36 6.1900% 44 -- 136,695.83 136,695.83 6.1900% 104 29,511.04 132,621.32 162,132.36 6.1900% 45 -- 141,252.36 141,252.36 6.1900% 105 25,247.63 136,884.73 162,132.36 6.1900% 46 -- 136,695.83 136,695.83 6.1900% 106 29,793.50 132,338.86 162,132.36 6.1900% 47 -- 141,252.36 141,252.36 6.1900% 107 25,541.02 136,591.34 162,132.36 6.1900% 48 -- 141,252.36 141,252.36 6.1900% 108 25,677.16 136,455.20 162,132.36 6.1900% 49 -- 136,695.83 136,695.83 6.1900% 109 30,211.39 131,920.97 162,132.36 6.1900% 50 -- 141,252.36 141,252.36 6.1900% 110 25,975.06 136,157.30 162,132.36 6.1900% 51 -- 136,695.83 136,695.83 6.1900% 111 30,501.22 131,631.14 162,132.36 6.1900% 52 -- 141,252.36 141,252.36 6.1900% 112 26,276.09 135,856.27 162,132.36 6.1900% 53 -- 141,252.36 141,252.36 6.1900% 113 26,416.15 135,716.21 162,132.36 6.1900% 54 -- 132,139.31 132,139.31 6.1900% 114 39,677.16 122,455.20 162,132.36 6.1900% 55 -- 141,252.36 141,252.36 6.1900% 115 26,768.45 135,363.91 162,132.36 6.1900% 56 -- 136,695.83 136,695.83 6.1900% 116 31,273.11 130,859.25 162,132.36 6.1900% 57 -- 141,252.36 141,252.36 6.1900% 117 27,077.82 135,054.54 162,132.36 6.1900% 58 -- 136,695.83 136,695.83 6.1900% 118 31,574.10 130,558.26 162,132.36 6.1900% 59 -- 141,252.36 141,252.36 6.1900% 119 27,390.46 134,741.90 162,132.36 6.1900% 60 -- 141,252.36 141,252.36 6.1900% 120 25,251,199.21 134,595.91 25,385,795.12 6.1900%
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX A-6-2 DEBT SERVICE PAYMENT SCHEDULE FOR THE FALLS AT HIGHPOINT APARTMENTS MORTGAGE LOAN LOAN PAY MONTHLY DEBT MORTGAGE LOAN PAY MONTHLY DEBT MORTGAGE PERIOD PRINCIPAL ($) INTEREST ($) SERVICE ($) RATE (%) PERIOD PRINCIPAL ($) INTEREST ($) SERVICE ($) RATE (%) - ----------------------------------------------------------------------------------------------------------------------------- 1 -- 123,138.89 123,138.89 5.5000% 61 25,570.18 127,814.46 153,384.64 5.8500% 2 -- 119,166.67 119,166.67 5.5000% 62 29,817.88 123,566.76 153,384.64 5.8500% 3 -- 123,138.89 123,138.89 5.5000% 63 25,849.19 127,535.45 153,384.64 5.8500% 4 -- 119,166.67 119,166.67 5.5000% 64 30,089.26 123,295.38 153,384.64 5.8500% 5 -- 123,138.89 123,138.89 5.5000% 65 26,130.98 127,253.66 153,384.64 5.8500% 6 -- 123,138.89 123,138.89 5.5000% 66 26,262.62 127,122.02 153,384.64 5.8500% 7 -- 119,166.67 119,166.67 5.5000% 67 30,491.36 122,893.28 153,384.64 5.8500% 8 -- 123,138.89 123,138.89 5.5000% 68 26,548.52 126,836.12 153,384.64 5.8500% 9 -- 119,166.67 119,166.67 5.5000% 69 30,769.43 122,615.21 153,384.64 5.8500% 10 -- 123,138.89 123,138.89 5.5000% 70 26,837.26 126,547.38 153,384.64 5.8500% 11 -- 123,138.89 123,138.89 5.5000% 71 26,972.45 126,412.19 153,384.64 5.8500% 12 -- 115,194.44 115,194.44 5.5000% 72 39,328.61 114,056.03 153,384.64 5.8500% 13 -- 123,138.89 123,138.89 5.5000% 73 27,306.44 126,078.20 153,384.64 5.8500% 14 -- 119,166.67 119,166.67 5.5000% 74 31,506.60 121,878.04 153,384.64 5.8500% 15 -- 123,138.89 123,138.89 5.5000% 75 27,602.71 125,781.93 153,384.64 5.8500% 16 -- 119,166.67 119,166.67 5.5000% 76 31,794.76 121,589.88 153,384.64 5.8500% 17 -- 123,138.89 123,138.89 5.5000% 77 27,901.93 125,482.71 153,384.64 5.8500% 18 -- 123,138.89 123,138.89 5.5000% 78 28,042.48 125,342.16 153,384.64 5.8500% 19 -- 119,166.67 119,166.67 5.5000% 79 32,222.48 121,162.16 153,384.64 5.8500% 20 -- 123,138.89 123,138.89 5.5000% 80 28,346.07 125,038.57 153,384.64 5.8500% 21 -- 119,166.67 119,166.67 5.5000% 81 32,517.76 120,866.88 153,384.64 5.8500% 22 -- 123,138.89 123,138.89 5.5000% 82 28,652.67 124,731.97 153,384.64 5.8500% 23 -- 123,138.89 123,138.89 5.5000% 83 28,797.01 124,587.63 153,384.64 5.8500% 24 -- 111,222.22 111,222.22 5.5000% 84 40,984.90 112,399.74 153,384.64 5.8500% 25 -- 123,138.89 123,138.89 5.5000% 85 29,148.53 124,236.11 153,384.64 5.8500% 26 -- 119,166.67 119,166.67 5.5000% 86 33,298.25 120,086.39 153,384.64 5.8500% 27 -- 123,138.89 123,138.89 5.5000% 87 29,463.11 123,921.53 153,384.64 5.8500% 28 -- 119,166.67 119,166.67 5.5000% 88 33,604.21 119,780.43 153,384.64 5.8500% 29 -- 123,138.89 123,138.89 5.5000% 89 29,780.81 123,603.83 153,384.64 5.8500% 30 -- 123,138.89 123,138.89 5.5000% 90 29,930.83 123,453.81 153,384.64 5.8500% 31 -- 119,166.67 119,166.67 5.5000% 91 34,059.12 119,325.52 153,384.64 5.8500% 32 -- 123,138.89 123,138.89 5.5000% 92 30,253.18 123,131.46 153,384.64 5.8500% 33 -- 119,166.67 119,166.67 5.5000% 93 34,372.65 119,011.99 153,384.64 5.8500% 34 -- 123,138.89 123,138.89 5.5000% 94 30,578.73 122,805.91 153,384.64 5.8500% 35 -- 123,138.89 123,138.89 5.5000% 95 30,732.77 122,651.87 153,384.64 5.8500% 36 -- 111,222.22 111,222.22 5.5000% 96 42,742.14 110,642.50 153,384.64 5.8500% 37 22,409.64 130,975.00 153,384.64 5.8500% 97 31,102.90 122,281.74 153,384.64 5.8500% 38 26,743.89 126,640.75 153,384.64 5.8500% 98 35,199.10 118,185.54 153,384.64 5.8500% 39 22,657.25 130,727.39 153,384.64 5.8500% 99 31,436.90 121,947.74 153,384.64 5.8500% 40 26,984.72 126,399.92 153,384.64 5.8500% 100 35,523.95 117,860.69 153,384.64 5.8500% 41 22,907.32 130,477.32 153,384.64 5.8500% 101 31,774.21 121,610.43 153,384.64 5.8500% 42 23,022.72 130,361.92 153,384.64 5.8500% 102 31,934.28 121,450.36 153,384.64 5.8500% 43 27,340.18 126,044.46 153,384.64 5.8500% 103 36,007.71 117,376.93 153,384.64 5.8500% 44 23,276.42 130,108.22 153,384.64 5.8500% 104 32,276.53 121,108.11 153,384.64 5.8500% 45 27,586.93 125,797.71 153,384.64 5.8500% 105 36,340.60 117,044.04 153,384.64 5.8500% 46 23,532.65 129,851.99 153,384.64 5.8500% 106 32,622.19 120,762.45 153,384.64 5.8500% 47 23,651.19 129,733.45 153,384.64 5.8500% 107 32,786.53 120,598.11 153,384.64 5.8500% 48 36,313.65 117,070.99 153,384.64 5.8500% 108 40,721.56 112,663.08 153,384.64 5.8500% 49 23,953.26 129,431.38 153,384.64 5.8500% 109 33,156.82 120,227.82 153,384.64 5.8500% 50 28,245.24 125,139.40 153,384.64 5.8500% 110 37,196.78 116,187.86 153,384.64 5.8500% 51 24,216.21 129,168.43 153,384.64 5.8500% 111 33,511.23 119,873.41 153,384.64 5.8500% 52 28,500.99 124,883.65 153,384.64 5.8500% 112 37,541.48 115,843.16 153,384.64 5.8500% 53 24,481.78 128,902.86 153,384.64 5.8500% 113 33,869.16 119,515.48 153,384.64 5.8500% 54 24,605.10 128,779.54 153,384.64 5.8500% 114 34,039.77 119,344.87 153,384.64 5.8500% 55 28,879.23 124,505.41 153,384.64 5.8500% 115 38,055.55 115,329.09 153,384.64 5.8500% 56 24,874.53 128,510.11 153,384.64 5.8500% 116 34,402.95 118,981.69 153,384.64 5.8500% 57 29,141.28 124,243.36 153,384.64 5.8500% 117 38,408.79 114,975.85 153,384.64 5.8500% 58 25,146.64 128,238.00 153,384.64 5.8500% 118 34,769.74 118,614.90 153,384.64 5.8500% 59 25,273.31 128,111.33 153,384.64 5.8500% 119 34,944.90 118,439.74 153,384.64 5.8500% 60 33,657.66 119,726.98 153,384.64 5.8500% 120 23,476,666.70 106,818.83 23,583,485.53 5.8500%
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX A-6-3 DEBT SERVICE PAYMENT SCHEDULE FOR THE ONE RIDGMAR CENTRE MORTGAGE LOAN LOAN PAY MONTHLY DEBT MORTGAGE LOAN PAY MONTHLY DEBT MORTGAGE PERIOD PRINCIPAL ($) INTEREST ($) SERVICE ($) RATE (%) PERIOD PRINCIPAL ($) INTEREST ($) SERVICE ($) RATE (%) - ----------------------------------------------------------------------------------------------------------------------------- 1 -- 74,012.50 74,012.50 5.7300% 61 14,763.81 80,470.83 95,234.64 6.2300% 2 -- 76,479.58 76,479.58 5.7300% 62 12,160.65 83,073.99 95,234.64 6.2300% 3 -- 74,012.50 74,012.50 5.7300% 63 14,903.59 80,331.05 95,234.64 6.2300% 4 -- 76,479.58 76,479.58 5.7300% 64 12,305.84 82,928.80 95,234.64 6.2300% 5 -- 76,479.58 76,479.58 5.7300% 65 12,371.86 82,862.78 95,234.64 6.2300% 6 -- 71,545.42 71,545.42 5.7300% 66 20,450.79 74,783.85 95,234.64 6.2300% 7 -- 76,479.58 76,479.58 5.7300% 67 12,547.94 82,686.70 95,234.64 6.2300% 8 -- 74,012.50 74,012.50 5.7300% 68 15,280.40 79,954.24 95,234.64 6.2300% 9 -- 76,479.58 76,479.58 5.7300% 69 12,697.23 82,537.41 95,234.64 6.2300% 10 -- 74,012.50 74,012.50 5.7300% 70 15,425.65 79,808.99 95,234.64 6.2300% 11 -- 76,479.58 76,479.58 5.7300% 71 12,848.11 82,386.53 95,234.64 6.2300% 12 -- 76,479.58 76,479.58 5.7300% 72 12,917.03 82,317.61 95,234.64 6.2300% 13 -- 74,012.50 74,012.50 5.7300% 73 15,639.50 79,595.14 95,234.64 6.2300% 14 -- 76,479.58 76,479.58 5.7300% 74 13,070.23 82,164.41 95,234.64 6.2300% 15 -- 74,012.50 74,012.50 5.7300% 75 15,788.55 79,446.09 95,234.64 6.2300% 16 -- 76,479.58 76,479.58 5.7300% 76 13,225.05 82,009.59 95,234.64 6.2300% 17 -- 76,479.58 76,479.58 5.7300% 77 13,296.00 81,938.64 95,234.64 6.2300% 18 -- 69,078.33 69,078.33 5.7300% 78 21,289.97 73,944.67 95,234.64 6.2300% 19 -- 76,479.58 76,479.58 5.7300% 79 13,481.54 81,753.10 95,234.64 6.2300% 20 -- 74,012.50 74,012.50 5.7300% 80 16,188.73 79,045.91 95,234.64 6.2300% 21 -- 76,479.58 76,479.58 5.7300% 81 13,640.72 81,593.92 95,234.64 6.2300% 22 -- 74,012.50 74,012.50 5.7300% 82 16,343.60 78,891.04 95,234.64 6.2300% 23 -- 76,479.58 76,479.58 5.7300% 83 13,801.57 81,433.07 95,234.64 6.2300% 24 -- 76,479.58 76,479.58 5.7300% 84 13,875.61 81,359.03 95,234.64 6.2300% 25 -- 74,012.50 74,012.50 5.7300% 85 16,572.14 78,662.50 95,234.64 6.2300% 26 -- 76,479.58 76,479.58 5.7300% 86 14,038.96 81,195.68 95,234.64 6.2300% 27 -- 74,012.50 74,012.50 5.7300% 87 16,731.06 78,503.58 95,234.64 6.2300% 28 -- 76,479.58 76,479.58 5.7300% 88 14,204.03 81,030.61 95,234.64 6.2300% 29 -- 76,479.58 76,479.58 5.7300% 89 14,280.23 80,954.41 95,234.64 6.2300% 30 -- 69,078.33 69,078.33 5.7300% 90 22,183.72 73,050.92 95,234.64 6.2300% 31 -- 76,479.58 76,479.58 5.7300% 91 14,475.85 80,758.79 95,234.64 6.2300% 32 -- 74,012.50 74,012.50 5.7300% 92 17,156.13 78,078.51 95,234.64 6.2300% 33 -- 76,479.58 76,479.58 5.7300% 93 14,645.55 80,589.09 95,234.64 6.2300% 34 -- 74,012.50 74,012.50 5.7300% 94 17,321.23 77,913.41 95,234.64 6.2300% 35 -- 76,479.58 76,479.58 5.7300% 95 14,817.04 80,417.60 95,234.64 6.2300% 36 -- 76,479.58 76,479.58 5.7300% 96 14,896.53 80,338.11 95,234.64 6.2300% 37 -- 80,470.83 80,470.83 6.2300% 97 17,565.42 77,669.22 95,234.64 6.2300% 38 -- 83,153.19 83,153.19 6.2300% 98 15,070.68 80,163.96 95,234.64 6.2300% 39 -- 80,470.83 80,470.83 6.2300% 99 17,734.85 77,499.79 95,234.64 6.2300% 40 -- 83,153.19 83,153.19 6.2300% 100 15,246.67 79,987.97 95,234.64 6.2300% 41 -- 83,153.19 83,153.19 6.2300% 101 15,328.47 79,906.17 95,234.64 6.2300% 42 -- 75,106.11 75,106.11 6.2300% 102 20,560.63 74,674.01 95,234.64 6.2300% 43 -- 83,153.19 83,153.19 6.2300% 103 15,521.00 79,713.64 95,234.64 6.2300% 44 -- 80,470.83 80,470.83 6.2300% 104 18,172.99 77,061.65 95,234.64 6.2300% 45 -- 83,153.19 83,153.19 6.2300% 105 15,701.76 79,532.88 95,234.64 6.2300% 46 -- 80,470.83 80,470.83 6.2300% 106 18,348.85 76,885.79 95,234.64 6.2300% 47 -- 83,153.19 83,153.19 6.2300% 107 15,884.43 79,350.21 95,234.64 6.2300% 48 -- 83,153.19 83,153.19 6.2300% 108 15,969.65 79,264.99 95,234.64 6.2300% 49 -- 80,470.83 80,470.83 6.2300% 109 18,609.49 76,625.15 95,234.64 6.2300% 50 -- 83,153.19 83,153.19 6.2300% 110 16,155.15 79,079.49 95,234.64 6.2300% 51 -- 80,470.83 80,470.83 6.2300% 111 18,789.98 76,444.66 95,234.64 6.2300% 52 -- 83,153.19 83,153.19 6.2300% 112 16,342.63 78,892.01 95,234.64 6.2300% 53 -- 83,153.19 83,153.19 6.2300% 113 16,430.30 78,804.34 95,234.64 6.2300% 54 -- 77,788.47 77,788.47 6.2300% 114 24,136.14 71,098.50 95,234.64 6.2300% 55 -- 83,153.19 83,153.19 6.2300% 115 16,647.93 78,586.71 95,234.64 6.2300% 56 -- 80,470.83 80,470.83 6.2300% 116 19,269.41 75,965.23 95,234.64 6.2300% 57 -- 83,153.19 83,153.19 6.2300% 117 16,840.61 78,394.03 95,234.64 6.2300% 58 -- 80,470.83 80,470.83 6.2300% 118 19,456.88 75,777.76 95,234.64 6.2300% 59 -- 83,153.19 83,153.19 6.2300% 119 17,035.34 78,199.30 95,234.64 6.2300% 60 -- 83,153.19 83,153.19 6.2300% 120 14,559,544.30 78,107.91 14,637,652.21 6.2300%
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX A-6-4 DEBT SERVICE PAYMENT SCHEDULE FOR THE GOVERNOR'S POINTE OFFICE CAMPUS MORTGAGE LOAN LOAN PAY MONTHLY DEBT MORTGAGE LOAN PAY MONTHLY DEBT MORTGAGE PERIOD PRINCIPAL ($) INTEREST ($) SERVICE ($) RATE (%) PERIOD PRINCIPAL ($) INTEREST ($) SERVICE ($) RATE (%) - ----------------------------------------------------------------------------------------------------------------------------- 1 -- 69,331.35 69,331.35 5.6400% 61 -- 74,002.61 74,002.61 6.0200% 2 -- 69,331.35 69,331.35 5.6400% 62 -- 74,002.61 74,002.61 6.0200% 3 -- 67,094.85 67,094.85 5.6400% 63 -- 71,615.43 71,615.43 6.0200% 4 -- 69,331.35 69,331.35 5.6400% 64 -- 74,002.61 74,002.61 6.0200% 5 -- 67,094.85 67,094.85 5.6400% 65 -- 71,615.43 71,615.43 6.0200% 6 -- 69,331.35 69,331.35 5.6400% 66 -- 74,002.61 74,002.61 6.0200% 7 -- 69,331.35 69,331.35 5.6400% 67 -- 74,002.61 74,002.61 6.0200% 8 -- 64,858.36 64,858.36 5.6400% 68 -- 66,841.06 66,841.06 6.0200% 9 -- 69,331.35 69,331.35 5.6400% 69 -- 74,002.61 74,002.61 6.0200% 10 -- 67,094.85 67,094.85 5.6400% 70 -- 71,615.43 71,615.43 6.0200% 11 -- 69,331.35 69,331.35 5.6400% 71 -- 74,002.61 74,002.61 6.0200% 12 -- 67,094.85 67,094.85 5.6400% 72 -- 71,615.43 71,615.43 6.0200% 13 -- 69,331.35 69,331.35 5.6400% 73 11,769.87 74,002.61 85,772.48 6.0200% 14 -- 69,331.35 69,331.35 5.6400% 74 11,830.89 73,941.59 85,772.48 6.0200% 15 -- 67,094.85 67,094.85 5.6400% 75 14,275.45 71,497.03 85,772.48 6.0200% 16 -- 69,331.35 69,331.35 5.6400% 76 11,966.22 73,806.26 85,772.48 6.0200% 17 -- 67,094.85 67,094.85 5.6400% 77 14,407.10 71,365.38 85,772.48 6.0200% 18 -- 69,331.35 69,331.35 5.6400% 78 12,102.94 73,669.54 85,772.48 6.0200% 19 -- 69,331.35 69,331.35 5.6400% 79 12,165.68 73,606.80 85,772.48 6.0200% 20 -- 62,621.86 62,621.86 5.6400% 80 19,345.88 66,426.60 85,772.48 6.0200% 21 -- 69,331.35 69,331.35 5.6400% 81 12,329.03 73,443.45 85,772.48 6.0200% 22 -- 67,094.85 67,094.85 5.6400% 82 14,760.02 71,012.46 85,772.48 6.0200% 23 -- 69,331.35 69,331.35 5.6400% 83 12,469.46 73,303.02 85,772.48 6.0200% 24 -- 67,094.85 67,094.85 5.6400% 84 14,896.62 70,875.86 85,772.48 6.0200% 25 -- 69,331.35 69,331.35 5.6400% 85 12,611.32 73,161.16 85,772.48 6.0200% 26 -- 69,331.35 69,331.35 5.6400% 86 12,676.69 73,095.79 85,772.48 6.0200% 27 -- 67,094.85 67,094.85 5.6400% 87 15,098.22 70,674.26 85,772.48 6.0200% 28 -- 69,331.35 69,331.35 5.6400% 88 12,820.68 72,951.80 85,772.48 6.0200% 29 -- 67,094.85 67,094.85 5.6400% 89 15,238.28 70,534.20 85,772.48 6.0200% 30 -- 69,331.35 69,331.35 5.6400% 90 12,966.13 72,806.35 85,772.48 6.0200% 31 -- 69,331.35 69,331.35 5.6400% 91 13,033.35 72,739.13 85,772.48 6.0200% 32 -- 62,621.86 62,621.86 5.6400% 92 20,133.64 65,638.84 85,772.48 6.0200% 33 -- 69,331.35 69,331.35 5.6400% 93 13,205.28 72,567.20 85,772.48 6.0200% 34 -- 67,094.85 67,094.85 5.6400% 94 15,612.40 70,160.08 85,772.48 6.0200% 35 -- 69,331.35 69,331.35 5.6400% 95 13,354.67 72,417.81 85,772.48 6.0200% 36 -- 67,094.85 67,094.85 5.6400% 96 15,757.72 70,014.76 85,772.48 6.0200% 37 -- 74,002.61 74,002.61 6.0200% 97 13,505.58 72,266.90 85,772.48 6.0200% 38 -- 74,002.61 74,002.61 6.0200% 98 13,575.59 72,196.89 85,772.48 6.0200% 39 -- 71,615.43 71,615.43 6.0200% 99 15,972.63 69,799.85 85,772.48 6.0200% 40 -- 74,002.61 74,002.61 6.0200% 100 13,728.77 72,043.71 85,772.48 6.0200% 41 -- 71,615.43 71,615.43 6.0200% 101 16,121.63 69,650.85 85,772.48 6.0200% 42 -- 74,002.61 74,002.61 6.0200% 102 13,883.51 71,888.97 85,772.48 6.0200% 43 -- 74,002.61 74,002.61 6.0200% 103 13,955.48 71,817.00 85,772.48 6.0200% 44 -- 66,841.06 66,841.06 6.0200% 104 18,656.51 67,115.97 85,772.48 6.0200% 45 -- 74,002.61 74,002.61 6.0200% 105 14,124.54 71,647.94 85,772.48 6.0200% 46 -- 71,615.43 71,615.43 6.0200% 106 16,506.62 69,265.86 85,772.48 6.0200% 47 -- 74,002.61 74,002.61 6.0200% 107 14,283.33 71,489.15 85,772.48 6.0200% 48 -- 71,615.43 71,615.43 6.0200% 108 16,661.08 69,111.40 85,772.48 6.0200% 49 -- 74,002.61 74,002.61 6.0200% 109 14,443.74 71,328.74 85,772.48 6.0200% 50 -- 74,002.61 74,002.61 6.0200% 110 14,518.61 71,253.87 85,772.48 6.0200% 51 -- 71,615.43 71,615.43 6.0200% 111 16,889.96 68,882.52 85,772.48 6.0200% 52 -- 74,002.61 74,002.61 6.0200% 112 14,681.43 71,091.05 85,772.48 6.0200% 53 -- 71,615.43 71,615.43 6.0200% 113 17,048.34 68,724.14 85,772.48 6.0200% 54 -- 74,002.61 74,002.61 6.0200% 114 14,845.92 70,926.56 85,772.48 6.0200% 55 -- 74,002.61 74,002.61 6.0200% 115 14,922.88 70,849.60 85,772.48 6.0200% 56 -- 69,228.24 69,228.24 6.0200% 116 21,849.16 63,923.32 85,772.48 6.0200% 57 -- 74,002.61 74,002.61 6.0200% 117 15,113.50 70,658.98 85,772.48 6.0200% 58 -- 71,615.43 71,615.43 6.0200% 118 17,468.64 68,303.84 85,772.48 6.0200% 59 -- 74,002.61 74,002.61 6.0200% 119 15,282.40 70,490.08 85,772.48 6.0200% 60 -- 71,615.43 71,615.43 6.0200% 120 13,582,632.61 68,139.54 13,650,772.15 6.0200%
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX A-6-5 DEBT SERVICE PAYMENT SCHEDULE FOR THE HIDDEN LAKES APARTMENTS MORTGAGE LOAN LOAN PAY MONTHLY DEBT MORTGAGE LOAN PAY MONTHLY DEBT MORTGAGE PERIOD PRINCIPAL ($) INTEREST ($) SERVICE ($) RATE (%) PERIOD PRINCIPAL ($) INTEREST ($) SERVICE ($) RATE (%) - ----------------------------------------------------------------------------------------------------------------------------- 1 -- 55,576.11 55,576.11 4.6100% 61 -- 70,042.78 70,042.78 5.8100% 2 -- 53,783.33 53,783.33 4.6100% 62 -- 67,783.33 67,783.33 5.8100% 3 -- 55,576.11 55,576.11 4.6100% 63 -- 70,042.78 70,042.78 5.8100% 4 -- 55,576.11 55,576.11 4.6100% 64 -- 70,042.78 70,042.78 5.8100% 5 -- 53,783.33 53,783.33 4.6100% 65 -- 67,783.33 67,783.33 5.8100% 6 -- 55,576.11 55,576.11 4.6100% 66 -- 70,042.78 70,042.78 5.8100% 7 -- 53,783.33 53,783.33 4.6100% 67 -- 67,783.33 67,783.33 5.8100% 8 -- 55,576.11 55,576.11 4.6100% 68 -- 70,042.78 70,042.78 5.8100% 9 -- 55,576.11 55,576.11 4.6100% 69 -- 70,042.78 70,042.78 5.8100% 10 -- 51,990.56 51,990.56 4.6100% 70 -- 63,264.44 63,264.44 5.8100% 11 -- 55,576.11 55,576.11 4.6100% 71 -- 70,042.78 70,042.78 5.8100% 12 -- 53,783.33 53,783.33 4.6100% 72 -- 67,783.33 67,783.33 5.8100% 13 -- 58,590.00 58,590.00 4.8600% 73 -- 70,042.78 70,042.78 5.8100% 14 -- 56,700.00 56,700.00 4.8600% 74 -- 67,783.33 67,783.33 5.8100% 15 -- 58,590.00 58,590.00 4.8600% 75 -- 70,042.78 70,042.78 5.8100% 16 -- 58,590.00 58,590.00 4.8600% 76 -- 70,042.78 70,042.78 5.8100% 17 -- 56,700.00 56,700.00 4.8600% 77 -- 67,783.33 67,783.33 5.8100% 18 -- 58,590.00 58,590.00 4.8600% 78 -- 70,042.78 70,042.78 5.8100% 19 -- 56,700.00 56,700.00 4.8600% 79 -- 67,783.33 67,783.33 5.8100% 20 -- 58,590.00 58,590.00 4.8600% 80 -- 70,042.78 70,042.78 5.8100% 21 -- 58,590.00 58,590.00 4.8600% 81 -- 70,042.78 70,042.78 5.8100% 22 -- 52,920.00 52,920.00 4.8600% 82 -- 63,264.44 63,264.44 5.8100% 23 -- 58,590.00 58,590.00 4.8600% 83 -- 70,042.78 70,042.78 5.8100% 24 -- 56,700.00 56,700.00 4.8600% 84 -- 67,783.33 67,783.33 5.8100% 25 -- 61,603.89 61,603.89 5.1100% 85 12,191.82 70,042.78 82,234.60 5.8100% 26 -- 59,616.67 59,616.67 5.1100% 86 14,510.30 67,724.30 82,234.60 5.8100% 27 -- 61,603.89 61,603.89 5.1100% 87 12,325.41 69,909.19 82,234.60 5.8100% 28 -- 61,603.89 61,603.89 5.1100% 88 12,387.08 69,847.52 82,234.60 5.8100% 29 -- 59,616.67 59,616.67 5.1100% 89 14,700.20 67,534.40 82,234.60 5.8100% 30 -- 61,603.89 61,603.89 5.1100% 90 12,522.60 69,712.00 82,234.60 5.8100% 31 -- 59,616.67 59,616.67 5.1100% 91 14,832.00 67,402.60 82,234.60 5.8100% 32 -- 61,603.89 61,603.89 5.1100% 92 12,659.45 69,575.15 82,234.60 5.8100% 33 -- 61,603.89 61,603.89 5.1100% 93 12,722.79 69,511.81 82,234.60 5.8100% 34 -- 55,642.22 55,642.22 5.1100% 94 19,507.23 62,727.37 82,234.60 5.8100% 35 -- 61,603.89 61,603.89 5.1100% 95 12,884.04 69,350.56 82,234.60 5.8100% 36 -- 59,616.67 59,616.67 5.1100% 96 15,183.53 67,051.07 82,234.60 5.8100% 37 -- 64,617.78 64,617.78 5.3600% 97 13,024.46 69,210.14 82,234.60 5.8100% 38 -- 62,533.33 62,533.33 5.3600% 98 15,320.11 66,914.49 82,234.60 5.8100% 39 -- 64,617.78 64,617.78 5.3600% 99 13,166.27 69,068.33 82,234.60 5.8100% 40 -- 64,617.78 64,617.78 5.3600% 100 13,232.14 69,002.46 82,234.60 5.8100% 41 -- 62,533.33 62,533.33 5.3600% 101 15,522.10 66,712.50 82,234.60 5.8100% 42 -- 64,617.78 64,617.78 5.3600% 102 13,376.00 68,858.60 82,234.60 5.8100% 43 -- 62,533.33 62,533.33 5.3600% 103 15,662.01 66,572.59 82,234.60 5.8100% 44 -- 64,617.78 64,617.78 5.3600% 104 13,521.28 68,713.32 82,234.60 5.8100% 45 -- 64,617.78 64,617.78 5.3600% 105 13,588.93 68,645.67 82,234.60 5.8100% 46 -- 58,364.44 58,364.44 5.3600% 106 18,081.28 64,153.32 82,234.60 5.8100% 47 -- 64,617.78 64,617.78 5.3600% 107 13,747.38 68,487.22 82,234.60 5.8100% 48 -- 62,533.33 62,533.33 5.3600% 108 16,023.20 66,211.40 82,234.60 5.8100% 49 -- 67,631.67 67,631.67 5.6100% 109 13,896.32 68,338.28 82,234.60 5.8100% 50 -- 65,450.00 65,450.00 5.6100% 110 16,168.06 66,066.54 82,234.60 5.8100% 51 -- 67,631.67 67,631.67 5.6100% 111 14,046.74 68,187.86 82,234.60 5.8100% 52 -- 67,631.67 67,631.67 5.6100% 112 14,117.01 68,117.59 82,234.60 5.8100% 53 -- 65,450.00 65,450.00 5.6100% 113 16,382.70 65,851.90 82,234.60 5.8100% 54 -- 67,631.67 67,631.67 5.6100% 114 14,269.60 67,965.00 82,234.60 5.8100% 55 -- 65,450.00 65,450.00 5.6100% 115 16,531.11 65,703.49 82,234.60 5.8100% 56 -- 67,631.67 67,631.67 5.6100% 116 14,423.70 67,810.90 82,234.60 5.8100% 57 -- 67,631.67 67,631.67 5.6100% 117 14,495.86 67,738.74 82,234.60 5.8100% 58 -- 63,268.33 63,268.33 5.6100% 118 21,116.73 61,117.87 82,234.60 5.8100% 59 -- 67,631.67 67,631.67 5.6100% 119 14,674.04 67,560.56 82,234.60 5.8100% 60 -- 65,450.00 65,450.00 5.6100% 120 13,489,186.48 65,310.14 13,554,496.63 5.8100%
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B MORTGAGED PROPERTIES BY PROPERTY TYPE FOR ALL MORTGAGE LOANS (1) % OF WTD. AVG. CUT-OFF AVERAGE MAXIMUM CUT-OFF WTD. AVG. NUMBER OF AGGREGATE DATE CUT-OFF CUT-OFF DATE LTV MORTGAGED CUT-OFF POOL DATE DATE LTV RATIO AT PROPERTY TYPE PROPERTIES DATE BALANCE BALANCE BALANCE BALANCE RATIO (2) MATURITY (2) - ------------------------------------------------------------------------------------------------------------- Retail 48 $ 327,032,085 22.1% $ 6,813,168 $29,700,000 67.9% 64.5% Anchored 12 198,405,594 13.4 $16,533,800 $29,700,000 69.6% 64.9% Single Tenant(4) 31 111,185,286 7.5 $ 3,586,622 $23,000,000 66.3% 65.2% Shadow Anchored(5) 2 10,523,731 0.7 $ 5,261,866 $ 7,700,000 54.4% 53.0% Unanchored 3 6,917,474 0.5 $ 2,305,825 $ 3,219,000 66.0% 60.3% Multifamily 16 316,794,526 21.4 $19,799,658 $37,440,000 72.9% 70.1% Office 16 304,847,279 20.6 $19,052,955 $62,200,000 69.2% 66.4% Hospitality 15 290,176,364 19.6 $19,345,091 $75,391,500 75.7% 70.4% Industrial 15 211,985,635 14.3 $11,157,139 $46,895,487 60.7% 45.8% Special Purpose 2 13,500,000 0.9 $ 6,750,000 $10,000,000 75.7% 72.0% Mobile Home Park 5 7,560,000 0.5 $ 1,512,000 $ 4,299,490 78.4% 76.0% Self Storage 2 7,539,175 0.5 $ 3,769,587 $ 3,814,175 59.3% 53.4% --- -------------- ----- 119 $1,479,435,064 100.0% $12,432,227 $75,391,500 69.8% 64.6% === ============== ===== WTD. AVG. STATED WTD. AVG. MINIMUM MAXIMUM REMAINING CUT-OFF CUT-OFF CUT-OFF TERM TO DATE DATE DATE WTD. AVG. WTD. AVG. MATURITY DSC DSC DSC OCCUPANCY MORTGAGE PROPERTY TYPE (MOS.) RATIO RATIO RATIO RATE (3) RATE - ----------------------------------------------------------------------------------- Retail 116 1.46x 1.11x 2.37x 95.8% 6.097% Anchored 116 1.34x 1.11x 1.82x 93.9% 6.220% Single Tenant(4) 115 1.65x 1.15x 2.37x 99.7% 5.825% Shadow Anchored(5) 118 1.83x 1.67x 2.28x 89.5% 6.186% Unanchored 118 1.22x 1.21x 1.23x 94.3% 6.787% Multifamily 94 1.29x 1.10x 1.51x 91.5% 5.973% Office 104 1.44x 1.11x 2.11x 87.4% 6.077% Hospitality 112 1.41x 1.15x 1.99x NA 6.121% Industrial 97 1.38x 1.00x 1.77x 99.7% 6.631% Special Purpose 114 1.24x 1.21x 1.34x 100.0% 5.895% Mobile Home Park 58 1.21x 1.21x 1.21x 89.3% 6.790% Self Storage 118 1.21x 1.20x 1.22x 82.8% 6.716% 105 1.39X 1.00X 2.37X 93.1% 6.152% - ---------- (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 (or specific release prices) as detailed in the related Mortgage Loan documents). (2) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. (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. Occupancy Rates exclude 15 hospitality properties, representing 19.6% of the Cut-Off Date Pool Balance. (4) As of the origination of 1 Mortgage Loan (loan number 17), the related Mortgaged Property was being improved by the construction of a Home Depot; however, the improvements are not part of the collateral for the related Mortgage Loan. (5) A Mortgaged Property is classified as "shadow anchored" if it is located in close proximity to an anchored retail property. B-1 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 1 MORTGAGE LOANS (1) % OF WTD. AVG. CUT-OFF AVERAGE MAXIMUM CUT-OFF WTD. AVG. NUMBER OF AGGREGATE DATE CUT-OFF CUT-OFF DATE LTV MORTGAGED CUT-OFF GROUP 1 DATE DATE LTV RATIO AT PROPERTY TYPE PROPERTIES DATE BALANCE BALANCE BALANCE BALANCE RATIO (2) MATURITY (2) - ------------------------------------------------------------------------------------------------------------- Retail 48 $ 327,032,085 28.1% $ 6,813,168 $29,700,000 67.9% 64.5% Anchored 12 198,405,594 17.1 $16,533,800 $29,700,000 69.6% 64.9% Single Tenant(4) 31 111,185,286 9.6 $ 3,586,622 $23,000,000 66.3% 65.2% Shadow Anchored(5) 2 10,523,731 0.9 $ 5,261,866 $ 7,700,000 54.4% 53.0% Unanchored 3 6,917,474 0.6 $ 2,305,825 $ 3,219,000 66.0% 60.3% Office 16 304,847,279 26.2 $19,052,955 $62,200,000 69.2% 66.4% Hospitality 15 290,176,364 24.9 $19,345,091 $75,391,500 75.7% 70.4% Industrial 15 211,985,635 18.2 $11,157,139 $46,895,487 60.7% 45.8% Special Purpose 2 13,500,000 1.2 $ 6,750,000 $10,000,000 75.7% 72.0% Multifamily 1 8,210,526 0.7 $ 8,210,526 $ 8,210,526 70.2% 66.1% Self Storage 2 7,539,175 0.6 $ 3,769,587 $ 3,814,175 59.3% 53.4% --- -------------- ----- 99 $1,163,291,064 100.0% $11,750,415 $75,391,500 68.9% 63.1% === ============== ===== WTD. AVG. STATED WTD. AVG. MINIMUM MAXIMUM REMAINING CUT-OFF CUT-OFF CUT-OFF TERM TO DATE DATE DATE WTD. AVG. WTD. AVG. MATURITY DSC DSC DSC OCCUPANCY MORTGAGE PROPERTY TYPE (MOS.) RATIO RATIO RATIO RATE (3) RATE - ------------------------------------------------------------------------------------ Retail 116 1.46x 1.11x 2.37x 95.8% 6.097% Anchored 116 1.34x 1.11x 1.82x 93.9% 6.220% Single Tenant(4) 115 1.65x 1.15x 2.37x 99.7% 5.825% Shadow Anchored(5) 118 1.83x 1.67x 2.28x 89.5% 6.186% Unanchored 118 1.22x 1.21x 1.23x 94.3% 6.787% Office 104 1.44x 1.11x 2.11x 87.4% 6.077% Hospitality 112 1.41x 1.15x 1.99x NA 6.121% Industrial 97 1.38x 1.00x 1.77x 99.7% 6.631% Special Purpose 114 1.24x 1.21x 1.34x 100.0% 5.895% Multifamily 117 1.21x 1.21x 1.21x 97.4% 6.490% Self Storage 118 1.21x 1.20x 1.22x 82.8% 6.716% 108 1.42X 1.00X 2.37X 93.8% 6.199% - ---------- (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 (or specific release prices) as detailed in the related Mortgage Loan documents). (2) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. (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. Occupancy Rates exclude 15 hospitality properties, representing 24.9% of the Cut-Off Date Group 1 Balance. (4) As of the origination of 1 Mortgage Loan (loan number 17), the related Mortgaged Property was being improved by the construction of a Home Depot; however, the improvements are not part of the collateral for the related Mortgage Loan. (5) A Mortgaged Property is classified as "shadow anchored" if it is located in close proximity to an anchored retail property. B-2 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 2 MORTGAGE LOANS (1) % OF WTD. AVG. CUT-OFF AVERAGE MAXIMUM CUT-OFF WTD. AVG. NUMBER OF AGGREGATE DATE CUT-OFF CUT-OFF DATE LTV MORTGAGED CUT-OFF GROUP 2 DATE DATE LTV RATIO AT PROPERTY TYPE PROPERTIES DATE BALANCE BALANCE BALANCE BALANCE RATIO (2) MATURITY (2) - ------------------------------------------------------------------------------------------------------- Multifamily 15 $308,584,000 97.6% $20,572,267 $37,440,000 73.0% 70.2% Mobile Home Park 5 7,560,000 2.4 $ 1,512,000 $ 4,299,490 78.4% 76.0% --- ------------ ------ 20 $316,144,000 100.0% $15,807,200 $37,440,000 73.1% 70.3% === ============ ====== WTD. AVG. STATED WTD. AVG MINIMUM MAXIMUM REMAINING CUT-OFF CUT-OFF CUT-OFF TERM TO DATE DATE DATE WTD. AVG. WTD. AVG. MATURITY DSC DSC DSC OCCUPANCY MORTGAGE PROPERTY TYPE (MOS.) RATIO RATIO RATIO RATE RATE - ------------------------------------------------------------------------------- Multifamily 93 1.29x 1.10x 1.51x 91.3% 5.959% Mobile Home Park 58 1.21x 1.21x 1.21x 89.3% 6.790% 92 1.29X 1.10X 1.51X 91.3% 5.979% - ---------- (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 (or specific release prices) as detailed in the related Mortgage Loan documents). (2) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-3 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF CUT-OFF DATE BALANCES FOR ALL MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF RANGE OF CUT-OFF MORTGAGE DATE POOL DATE DATE DATE BALANCES LOANS BALANCE BALANCE BALANCE BALANCE - -------------------------------------------------------------------------------------------- $1,024,000 - $2,000,000 13 $ 20,258,191 1.4% $ 1,558,322 $ 1,917,002 $2,000,001 - $3,000,000 16 40,898,864 2.8 $ 2,556,179 $ 2,995,458 $3,000,001 - $4,000,000 12 41,383,393 2.8 $ 3,448,616 $ 3,814,175 $4,000,001 - $5,000,000 11 48,029,971 3.2 $ 4,366,361 $ 4,900,000 $5,000,001 - $6,000,000 1 5,635,000 0.4 $ 5,635,000 $ 5,635,000 $6,000,001 - $7,000,000 2 12,518,882 0.8 $ 6,259,441 $ 6,360,000 $7,000,001 - $8,000,000 3 22,224,966 1.5 $ 7,408,322 $ 7,700,000 $8,000,001 - $9,000,000 4 33,614,259 2.3 $ 8,403,565 $ 8,500,000 $9,000,001 - $10,000,000 7 67,595,137 4.6 $ 9,656,448 $ 10,000,000 $10,000,001 - $15,000,000 17 213,214,503 14.4 $ 12,542,030 $ 14,520,000 $15,000,001 - $20,000,000 6 101,305,400 6.8 $ 16,884,233 $ 18,795,400 $20,000,001 - $25,000,000 6 131,939,000 8.9 $ 21,989,833 $ 23,750,000 $25,000,001 - $30,000,000 8 218,272,500 14.8 $ 27,284,063 $ 29,700,000 $30,000,001 - $35,000,000 1 32,800,000 2.2 $ 32,800,000 $ 32,800,000 $35,000,001 - $40,000,000 1 37,440,000 2.5 $ 37,440,000 $ 37,440,000 $60,000,001 - $65,000,000 3 188,200,000 12.7 $ 62,733,333 $ 65,000,000 $100,000,001 - $150,000,000 1 106,000,000 7.2 $106,000,000 $106,000,000 $150,000,001 - $158,105,000 1 158,105,000 10.7 $158,105,000 $158,105,000 --- -------------- ----- 109 $1,479,435,064 100.0% $ 13,572,799 $158,105,000 === ============== ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. RANGE OF CUT-OFF DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE DATE BALANCES RATIO * AT MATURITY * (MOS.) RATIO RATE - --------------------------------------------------------------------------------------- $1,024,000 - $2,000,000 59.7% 54.5% 112 1.72x 6.197% $2,000,001 - $3,000,000 63.3% 56.3% 120 1.69x 6.068% $3,000,001 - $4,000,000 69.2% 63.5% 116 1.41x 6.228% $4,000,001 - $5,000,000 62.3% 56.2% 116 1.61x 6.253% $5,000,001 - $6,000,000 77.7% 69.0% 119 1.21x 6.060% $6,000,001 - $7,000,000 72.6% 38.6% 129 1.11x 7.474% $7,000,001 - $8,000,000 43.2% 21.3% 118 1.74x 7.251% $8,000,001 - $9,000,000 69.6% 63.6% 100 1.50x 6.221% $9,000,001 - $10,000,000 72.5% 55.8% 128 1.38x 6.399% $10,000,001 - $15,000,000 65.0% 57.7% 112 1.48x 6.145% $15,000,001 - $20,000,000 70.3% 68.6% 96 1.40x 6.085% $20,000,001 - $25,000,000 70.8% 68.7% 117 1.28x 6.306% $25,000,001 - $30,000,000 72.7% 69.0% 100 1.26x 6.044% $30,000,001 - $35,000,000 66.9% 61.5% 111 1.35x 5.880% $35,000,001 - $40,000,000 80.0% 70.6% 117 1.10x 5.830% $60,000,001 - $65,000,000 74.5% 72.8% 96 1.37x 6.055% $100,000,001 - $150,000,000 57.2% 57.2% 57 1.44x 6.320% $150,000,001 - $158,105,000 79.9% 74.7% 113 1.37x 5.952% 69.8% 64.6% 105 1.39X 6.152% - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-4 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF CUT-OFF DATE BALANCES FOR LOAN GROUP 1 MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF RANGE OF CUT-OFF MORTGAGE DATE GROUP 1 DATE DATE DATE BALANCES LOANS BALANCE BALANCE BALANCE BALANCE - ------------------------------------------------------------------------------------------- $1,024,000 - $2,000,000 12 $ 19,058,191 1.6% $ 1,588,183 $ 1,917,002 $2,000,001 - $3,000,000 16 40,898,864 3.5 $ 2,556,179 $ 2,995,458 $3,000,001 - $4,000,000 11 37,953,393 3.3 $ 3,450,308 $ 3,814,175 $4,000,001 - $5,000,000 11 48,029,971 4.1 $ 4,366,361 $ 4,900,000 $5,000,001 - $6,000,000 1 5,635,000 0.5 $ 5,635,000 $ 5,635,000 $6,000,001 - $7,000,000 1 6,158,882 0.5 $ 6,158,882 $ 6,158,882 $7,000,001 - $8,000,000 3 22,224,966 1.9 $ 7,408,322 $ 7,700,000 $8,000,001 - $9,000,000 4 33,614,259 2.9 $ 8,403,565 $ 8,500,000 $9,000,001 - $10,000,000 7 67,595,137 5.8 $ 9,656,448 $ 10,000,000 $10,000,001 - $15,000,000 13 160,122,003 13.8 $ 12,317,077 $ 14,400,000 $15,000,001 - $20,000,000 4 67,295,400 5.8 $ 16,823,850 $ 18,795,400 $20,000,001 - $25,000,000 4 88,100,000 7.6 $ 22,025,000 $ 23,000,000 $25,000,001 - $30,000,000 3 81,500,000 7.0 $ 27,166,667 $ 29,700,000 $30,000,001 - $35,000,000 1 32,800,000 2.8 $ 32,800,000 $ 32,800,000 $60,000,001 - $65,000,000 3 188,200,000 16.2 $ 62,733,333 $ 65,000,000 $100,000,001 - $150,000,000 1 106,000,000 9.1 $106,000,000 $106,000,000 $150,000,001 - $158,105,000 1 158,105,000 13.6 $158,105,000 $158,105,000 --- -------------- ----- 92 $1,163,291,064 100.0% $ 12,644,468 $158,105,000 === ============== ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. RANGE OF CUT-OFF DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE DATE BALANCES RATIO * AT MATURITY * (MOS.) RATIO RATE - --------------------------------------------------------------------------------------- $1,024,000 - $2,000,000 58.5% 53.1% 115 1.76x 6.160% $2,000,001 - $3,000,000 63.3% 56.3% 120 1.69x 6.068% $3,000,001 - $4,000,000 68.4% 62.6% 116 1.43x 6.209% $4,000,001 - $5,000,000 62.3% 56.2% 116 1.61x 6.253% $5,000,001 - $6,000,000 77.7% 69.0% 119 1.21x 6.060% $6,000,001 - $7,000,000 66.5% 0.0% 202 1.00x 8.181% $7,000,001 - $8,000,000 43.2% 21.3% 118 1.74x 7.251% $8,000,001 - $9,000,000 69.6% 63.6% 100 1.50x 6.221% $9,000,001 - $10,000,000 72.5% 55.8% 128 1.38x 6.399% $10,000,001 - $15,000,000 62.3% 53.1% 122 1.52x 6.227% $15,000,001 - $20,000,000 67.6% 64.9% 117 1.43x 6.154% $20,000,001 - $25,000,000 71.6% 69.5% 116 1.28x 6.400% $25,000,001 - $30,000,000 74.8% 69.0% 115 1.19x 6.188% $30,000,001 - $35,000,000 66.9% 61.5% 111 1.35x 5.880% $60,000,001 - $65,000,000 74.5% 72.8% 96 1.37x 6.055% $100,000,001 - $150,000,000 57.2% 57.2% 57 1.44x 6.320% $150,000,001 - $158,105,000 79.9% 74.7% 113 1.37x 5.952% 68.9% 63.1% 108 1.42X 6.199% - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-5 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF CUT-OFF DATE BALANCES FOR LOAN GROUP 2 MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF RANGE OF CUT-OFF MORTGAGE DATE GROUP 2 DATE DATE DATE BALANCES LOANS BALANCE BALANCE BALANCE BALANCE - -------------------------------------------------------------------------------------- $1,200,000 - $2,000,000 1 $ 1,200,000 0.4% $ 1,200,000 $ 1,200,000 $3,000,001 - $4,000,000 1 3,430,000 1.1 $ 3,430,000 $ 3,430,000 $6,000,001 - $7,000,000 1 6,360,000 2.0 $ 6,360,000 $ 6,360,000 $10,000,001 - $15,000,000 4 53,092,500 16.8 $13,273,125 $14,520,000 $15,000,001 - $20,000,000 2 34,010,000 10.8 $17,005,000 $18,000,000 $20,000,001 - $25,000,000 2 43,839,000 13.9 $21,919,500 $23,750,000 $25,000,001 - $30,000,000 5 136,772,500 43.3 $27,354,500 $29,412,500 $35,000,001 - $37,440,000 1 37,440,000 11.8 $37,440,000 $37,440,000 --- ------------ ----- 17 $316,144,000 100.0% $18,596,706 $37,440,000 === ============ ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. RANGE OF CUT-OFF DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE DATE BALANCES RATIO * AT MATURITY * (MOS.) RATIO RATE - ------------------------------------------------------------------------------------- $1,200,000 - $2,000,000 78.4% 76.0% 58 1.21x 6.790% $3,000,001 - $4,000,000 78.0% 73.3% 118 1.20x 6.440% $6,000,001 - $7,000,000 78.4% 76.0% 58 1.21x 6.790% $10,000,001 - $15,000,000 73.2% 71.5% 83 1.37x 5.897% $15,000,001 - $20,000,000 75.8% 75.8% 54 1.34x 5.948% $20,000,001 - $25,000,000 69.2% 67.1% 118 1.29x 6.116% $25,000,001 - $30,000,000 71.4% 69.1% 92 1.31x 5.959% $35,000,001 - $37,440,000 80.0% 70.6% 117 1.10x 5.830% 73.1% 70.3% 92 1.29X 5.979% - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-6 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B MORTGAGED PROPERTIES BY STATE FOR ALL MORTGAGE LOANS (1) % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF MORTGAGED DATE POOL DATE DATE STATE PROPERTIES BALANCE BALANCE BALANCE BALANCE - ----------------------------------------------------------------------------------- TX 20 $ 268,416,250 18.1% $13,420,812 $61,000,000 FL 12 148,241,279 10.0 $ 9,882,752 $27,110,000 PA 6 144,294,087 9.8 $24,049,015 $62,200,000 CA 6 141,700,603 9.6 $23,616,767 $65,000,000 Southern(3) 4 105,900,000 7.2 $26,475,000 $65,000,000 Northern(3) 2 35,800,603 2.4 $17,900,301 $32,976,872 NC 10 123,947,714 8.4 $12,394,771 $37,440,000 GA 8 107,086,364 7.2 $11,898,485 $29,700,000 NJ 2 98,391,500 6.7 $49,195,750 $75,391,500 AZ 6 63,362,400 4.3 $10,560,400 $29,412,500 MD 3 46,300,000 3.1 $15,433,333 $20,900,000 VA 5 37,673,910 2.5 $ 7,534,782 $21,700,000 IN 3 37,504,641 2.5 $12,501,547 $26,127,641 CO 2 29,245,458 2.0 $14,622,729 $26,250,000 WI 2 28,278,000 1.9 $14,139,000 $26,500,000 NY 3 28,110,222 1.9 $ 9,370,074 $14,000,000 NV 1 28,000,000 1.9 $28,000,000 $28,000,000 SC 3 26,939,807 1.8 $ 8,979,936 $10,300,000 OH 7 25,795,290 1.7 $ 3,685,041 $14,275,500 MO 4 22,130,371 1.5 $ 5,532,593 $10,992,153 TN 1 12,675,000 0.9 $12,675,000 $12,675,000 IL 1 9,380,401 0.6 $ 9,380,401 $ 9,380,401 MA 1 9,135,000 0.6 $ 9,135,000 $ 9,135,000 UT 2 8,887,218 0.6 $ 4,443,609 $ 4,796,557 LA 2 6,923,000 0.5 $ 3,461,500 $ 4,108,000 DE 2 5,210,000 0.4 $ 2,605,000 $ 2,750,000 AL 2 4,507,500 0.3 $ 2,253,750 $ 2,420,000 WA 1 4,493,171 0.3 $ 4,493,171 $ 4,493,171 SD 1 4,393,000 0.3 $ 4,393,000 $ 4,393,000 OK 1 3,637,877 0.2 $ 3,637,877 $ 3,637,877 KS 1 2,858,000 0.2 $ 2,858,000 $ 2,858,000 WV 1 1,917,002 0.1 $ 1,917,002 $ 1,917,002 --- -------------- ----- 119 $1,479,435,064 100.0% $12,432,227 $75,391,500 === ============== ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE STATE RATIO (2) AT MATURITY (2) (MOS.) RATIO RATE - -------------------------------------------------------------------------------- TX 72.3% 69.9% 94 1.45x 5.968% FL 65.7% 47.7% 105 1.37x 6.679% PA 69.9% 66.7% 93 1.31x 5.989% CA 65.5% 64.6% 102 1.43x 6.419% Southern(3) 68.9% 67.8% 116 1.40x 6.458% Northern(3) 55.5% 55.1% 62 1.50x 6.304% NC 73.8% 67.1% 116 1.27x 6.013% GA 69.3% 61.8% 120 1.36x 6.107% NJ 79.9% 75.9% 113 1.33x 5.963% AZ 69.3% 67.6% 117 1.45x 6.078% MD 63.8% 60.4% 115 1.40x 6.210% VA 71.7% 65.8% 118 1.43x 6.613% IN 62.2% 60.9% 74 1.41x 6.189% CO 76.1% 70.5% 118 1.14x 5.931% WI 72.2% 68.9% 118 1.32x 6.165% NY 52.7% 47.4% 113 1.69x 6.092% NV 71.8% 71.8% 57 1.28x 5.750% SC 65.4% 60.2% 114 1.40x 6.052% OH 75.9% 72.4% 102 1.31x 6.250% MO 69.6% 63.2% 117 1.35x 6.197% TN 65.0% 65.0% 118 1.61x 6.230% IL 69.0% 54.2% 111 1.99x 6.080% MA 69.7% 65.3% 114 1.47x 6.020% UT 71.5% 59.6% 119 1.37x 6.751% LA 59.5% 59.5% 114 2.04x 5.329% DE 78.9% 69.2% 115 1.21x 6.390% AL 50.0% 50.0% 113 2.25x 5.530% WA 62.4% 54.2% 118 1.30x 6.810% SD 67.9% 67.9% 115 1.80x 5.660% OK 76.6% 61.5% 117 1.29x 7.020% KS 65.0% 65.0% 114 1.89x 5.230% WV 71.0% 61.5% 118 1.15x 6.690% 69.8% 64.6% 105 1.39X 6.152% - ---------- (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 (or specific release prices) as detailed in the related Mortgage Loan documents). (2) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. (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. B-7 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B MORTGAGED PROPERTIES BY STATE FOR LOAN GROUP 1 MORTGAGE LOANS (1) % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF MORTGAGED DATE GROUP 1 DATE DATE STATE PROPERTIES BALANCE BALANCE BALANCE BALANCE - ----------------------------------------------------------------------------------- TX 15 $178,083,750 15.3% $11,872,250 $61,000,000 PA 6 144,294,087 12.4 $24,049,015 $62,200,000 CA 6 141,700,603 12.2 $23,616,767 $65,000,000 Southern(3) 4 105,900,000 9.1 $26,475,000 $65,000,000 Northern(3) 2 35,800,603 3.1 $17,900,301 $32,976,872 NJ 2 98,391,500 8.5 $49,195,750 $75,391,500 FL 9 88,611,279 7.6 $ 7,384,273 $25,300,000 GA 6 83,567,364 7.2 $11,938,195 $29,700,000 NC 8 72,507,714 6.2 $ 9,063,464 $25,983,300 MD 3 46,300,000 4.0 $15,433,333 $20,900,000 VA 5 37,673,910 3.2 $ 7,534,782 $21,700,000 IN 3 37,504,641 3.2 $12,501,547 $26,127,641 AZ 5 33,949,900 2.9 $ 6,789,980 $13,615,000 WI 2 28,278,000 2.4 $14,139,000 $26,500,000 SC 3 26,939,807 2.3 $ 8,979,936 $10,300,000 NY 2 26,910,222 2.3 $13,455,111 $14,000,000 MO 4 22,130,371 1.9 $ 5,532,593 $10,992,153 OH 3 19,435,290 1.7 $ 6,478,430 $14,275,500 TN 1 12,675,000 1.1 $12,675,000 $12,675,000 IL 1 9,380,401 0.8 $ 9,380,401 $ 9,380,401 MA 1 9,135,000 0.8 $ 9,135,000 $ 9,135,000 UT 2 8,887,218 0.8 $ 4,443,609 $ 4,796,557 LA 2 6,923,000 0.6 $ 3,461,500 $ 4,108,000 DE 2 5,210,000 0.4 $ 2,605,000 $ 2,750,000 AL 2 4,507,500 0.4 $ 2,253,750 $ 2,420,000 WA 1 4,493,171 0.4 $ 4,493,171 $ 4,493,171 SD 1 4,393,000 0.4 $ 4,393,000 $ 4,393,000 OK 1 3,637,877 0.3 $ 3,637,877 $ 3,637,877 CO 1 2,995,458 0.3 $ 2,995,458 $ 2,995,458 KS 1 2,858,000 0.2 $ 2,858,000 $ 2,858,000 WV 1 1,917,002 0.2 $ 1,917,002 $ 1,917,002 --- -------------- ----- 99 $1,163,291,064 100.0% $11,750,415 $75,391,500 === ============== ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE STATE RATIO (2) AT MATURITY (2) (MOS.) RATIO RATE - -------------------------------------------------------------------------------- TX 72.4% 70.0% 93 1.52x 5.966% PA 69.9% 66.7% 93 1.31x 5.989% CA 65.5% 64.6% 102 1.43x 6.419% Southern(3) 68.9% 67.8% 116 1.40x 6.458% Northern(3) 55.5% 55.1% 62 1.50x 6.304% NJ 79.9% 75.9% 113 1.33x 5.963% FL 60.1% 30.0% 139 1.36x 7.171% GA 68.3% 60.0% 120 1.41x 6.109% NC 71.1% 65.0% 116 1.36x 6.147% MD 63.8% 60.4% 115 1.40x 6.210% VA 71.7% 65.8% 118 1.43x 6.613% IN 62.2% 60.9% 74 1.41x 6.189% AZ 73.4% 70.1% 115 1.39x 5.818% WI 72.2% 68.9% 118 1.32x 6.165% SC 65.4% 60.2% 114 1.40x 6.052% NY 51.6% 46.1% 116 1.71x 6.061% MO 69.6% 63.2% 117 1.35x 6.197% OH 75.0% 71.2% 116 1.35x 6.073% TN 65.0% 65.0% 118 1.61x 6.230% IL 69.0% 54.2% 111 1.99x 6.080% MA 69.7% 65.3% 114 1.47x 6.020% UT 71.5% 59.6% 119 1.37x 6.751% LA 59.5% 59.5% 114 2.04x 5.329% DE 78.9% 69.2% 115 1.21x 6.390% AL 50.0% 50.0% 113 2.25x 5.530% WA 62.4% 54.2% 118 1.30x 6.810% SD 67.9% 67.9% 115 1.80x 5.660% OK 76.6% 61.5% 117 1.29x 7.020% CO 79.9% 69.4% 118 1.21x 6.820% KS 65.0% 65.0% 114 1.89x 5.230% WV 71.0% 61.5% 118 1.15x 6.690% 68.9% 63.1% 108 1.42X 6.199% - ---------- (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 (or specific release prices) as detailed in the related Mortgage Loan documents). (2) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. (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. B-8 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B MORTGAGED PROPERTIES BY STATE FOR LOAN GROUP 2 MORTGAGE LOANS (1) WTD. AVG. % OF STATED AGGREGATE CUT-OFF AVERAGE MAXIMUM WTD. AVG. REMAINING WTD. AVG. NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. MORTGAGED DATE GROUP 2 DATE DATE DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE STATE PROPERTIES BALANCE BALANCE BALANCE BALANCE RATIO (2) AT MATURITY(2) (MOS.) RATIO RATE - --------------------------------------------------------------------------------------------------------------------------------- TX 5 $ 90,332,500 28.6% $18,066,500 $26,000,000 72.2% 69.5% 95 1.32x 5.972% FL 3 59,630,000 18.9 $19,876,667 $27,110,000 73.9% 73.9% 54 1.39x 5.948% NC 2 51,440,000 16.3 $25,720,000 $37,440,000 77.5% 69.9% 116 1.14x 5.825% AZ 1 29,412,500 9.3 $29,412,500 $29,412,500 64.6% 64.6% 118 1.51x 6.378% NV 1 28,000,000 8.9 $28,000,000 $28,000,000 71.8% 71.8% 57 1.28x 5.750% CO 1 26,250,000 8.3 $26,250,000 $26,250,000 75.6% 70.6% 118 1.13x 5.830% GA 2 23,519,000 7.4 $11,759,500 $20,089,000 72.9% 68.2% 118 1.21x 6.098% OH 4 6,360,000 2.0 $ 1,590,000 $ 4,299,490 78.4% 76.0% 58 1.21x 6.790% NY 1 1,200,000 0.4 $ 1,200,000 $ 1,200,000 78.4% 76.0% 58 1.21x 6.790% --- ------------ ---- 20 $316,144,000 100.0% $15,807,200 $37,440,000 73.1% 70.3% 92 1.29X 5.979% === ============ ===== - ---------- (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 (or specific release prices) as detailed in the related Mortgage Loan documents). (2) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-9 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF UNDERWRITTEN DSC RATIOS FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM RANGE OF NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF UNDERWRITTEN MORTGAGE DATE POOL DATE DATE DSC RATIOS (X) LOANS BALANCE BALANCE BALANCE BALANCE - ------------------------------------------------------------------------------- 1.00 - 1.04 4 $ 28,204,065 1.9% $ 7,051,016 $ 10,038,612 1.10 - 1.14 6 176,908,218 12.0 $29,484,703 $ 62,200,000 1.15 - 1.19 7 84,739,692 5.7 $12,105,670 $ 29,700,000 1.20 - 1.24 19 134,696,633 9.1 $ 7,089,296 $ 23,000,000 1.25 - 1.29 9 123,162,462 8.3 $13,684,718 $ 28,000,000 1.30 - 1.34 6 74,023,159 5.0 $12,337,193 $ 27,110,000 1.35 - 1.39 6 305,455,000 20.6 $50,909,167 $158,105,000 1.40 - 1.44 5 161,420,000 10.9 $32,284,000 $106,000,000 1.45 - 1.49 2 22,645,000 1.5 $11,322,500 $ 13,510,000 1.50 - 1.54 5 75,618,161 5.1 $15,123,632 $ 29,412,500 1.55 - 1.59 2 17,935,000 1.2 $ 8,967,500 $ 9,775,000 1.60 - 1.64 5 98,940,400 6.7 $19,788,080 $ 61,000,000 1.65 - 1.69 3 30,851,000 2.1 $10,283,667 $ 20,900,000 1.70 - 1.74 4 10,787,687 0.7 $ 2,696,922 $ 4,026,000 1.75 - 1.79 7 29,182,338 2.0 $ 4,168,905 $ 7,311,235 1.80 - 1.84 5 30,083,617 2.0 $ 6,016,723 $ 11,455,165 1.85 - 1.89 5 15,106,500 1.0 $ 3,021,300 $ 3,751,000 1.95 - 1.99 1 9,380,401 0.6 $ 9,380,401 $ 9,380,401 2.00 - 2.04 1 4,108,000 0.3 $ 4,108,000 $ 4,108,000 2.05 - 2.09 2 5,794,000 0.4 $ 2,897,000 $ 2,979,000 2.10 - 2.14 2 27,500,000 1.9 $13,750,000 $ 14,000,000 2.20 - 2.24 1 1,024,000 0.1 $ 1,024,000 $ 1,024,000 2.25 - 2.29 5 10,492,731 0.7 $ 2,098,546 $ 2,823,731 2.30 - 2.37 1 1,377,000 0.1 $ 1,377,000 $ 1,377,000 --- -------------- ----- 109 $1,479,435,064 100.0% $13,572,799 $158,105,000 === ============== ===== WTD. AVG. STATED WTD. AVG. WTD. AVG. REMAINING WTD. AVG. RANGE OF CUT-OFF LTV RATIO TERM TO CUT-OFF WTD. AVG. UNDERWRITTEN DATE LTV AT MATURITY DATE DSC MORTGAGE DSC RATIOS (X) RATIO * MATURITY * (MOS.) RATIO RATE - ---------------------------------------------------------------------- 1.00 - 1.04 76.0% 0.0% 202 1.00x 8.181% 1.10 - 1.14 75.5% 69.0% 117 1.11x 6.095% 1.15 - 1.19 73.6% 66.2% 116 1.15x 6.338% 1.20 - 1.24 74.4% 70.6% 106 1.22x 6.222% 1.25 - 1.29 72.8% 67.4% 102 1.27x 5.930% 1.30 - 1.34 70.9% 67.7% 95 1.31x 6.190% 1.35 - 1.39 75.3% 71.6% 114 1.37x 6.049% 1.40 - 1.44 64.1% 63.8% 61 1.44x 6.172% 1.45 - 1.49 68.2% 66.4% 78 1.48x 5.977% 1.50 - 1.54 66.4% 65.6% 117 1.52x 6.077% 1.55 - 1.59 66.2% 66.2% 115 1.56x 5.936% 1.60 - 1.64 70.9% 70.9% 78 1.63x 6.023% 1.65 - 1.69 57.6% 57.6% 113 1.66x 6.010% 1.70 - 1.74 64.1% 58.8% 115 1.71x 6.005% 1.75 - 1.79 42.5% 20.0% 117 1.77x 7.206% 1.80 - 1.84 54.9% 47.8% 116 1.82x 6.252% 1.85 - 1.89 63.8% 63.8% 114 1.88x 5.301% 1.95 - 1.99 69.0% 54.2% 111 1.99x 6.080% 2.00 - 2.04 63.2% 63.2% 115 2.01x 5.170% 2.05 - 2.09 53.8% 53.8% 114 2.08x 5.745% 2.10 - 2.14 38.6% 38.6% 118 2.11x 6.351% 2.20 - 2.24 50.0% 50.0% 113 2.24x 5.530% 2.25 - 2.29 46.1% 44.7% 115 2.26x 5.689% 2.30 - 2.37 67.5% 67.5% 115 2.37x 5.800% 69.8% 64.6% 105 1.39X 6.152% - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-10 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE WTD. WTD. AVG. % OF AVG. STATED WTD. AGGREGATE CUT-OFF AVERAGE MAXIMUM WTD. AVG. LTV REMAINING AVG. RANGE OF NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF CUT-OFF RATIO TERM TO CUT-OFF WTD. AVG. UNDERWRITTEN MORTGAGE DATE GROUP 1 DATE DATE DATE LTV AT MATURITY DATE DSC MORTGAGE DSC RATIOS (X) LOANS BALANCE BALANCE BALANCE BALANCE RATIO * MATURITY * (MOS.) RATIO RATE - ------------------------------------------------------------------------------------------------------------------------------------ 1.00 - 1.04 4 $ 28,204,065 2.4% $ 7,051,016 $ 10,038,612 76.0% 0.0% 202 1.00x 8.181% 1.10 - 1.14 4 113,218,218 9.7 $28,304,554 $ 62,200,000 74.0% 68.0% 117 1.11x 6.244% 1.15 - 1.19 7 84,739,692 7.3 $12,105,670 $ 29,700,000 73.6% 66.2% 116 1.15x 6.338% 1.20 - 1.24 14 87,607,633 7.5 $ 6,257,688 $ 23,000,000 73.4% 69.0% 116 1.21x 6.256% 1.25 - 1.29 5 44,099,962 3.8 $ 8,819,992 $ 14,275,500 72.9% 64.3% 116 1.27x 6.141% 1.30 - 1.34 5 46,913,159 4.0 $ 9,382,632 $ 26,500,000 70.3% 65.2% 118 1.30x 6.330% 1.35 - 1.39 5 281,705,000 24.2 $56,341,000 $158,105,000 76.0% 72.0% 113 1.37x 6.037% 1.40 - 1.44 3 128,900,000 11.1 $42,966,667 $106,000,000 61.2% 60.8% 63 1.44x 6.229% 1.45 - 1.49 1 9,135,000 0.8 $ 9,135,000 $ 9,135,000 69.7% 65.3% 114 1.47x 6.020% 1.50 - 1.54 4 46,205,661 4.0 $11,551,415 $ 17,000,000 67.6% 66.2% 117 1.53x 5.885% 1.55 - 1.59 2 17,935,000 1.5 $ 8,967,500 $ 9,775,000 66.2% 66.2% 115 1.56x 5.936% 1.60 - 1.64 5 98,940,400 8.5 $19,788,080 $ 61,000,000 70.9% 70.9% 78 1.63x 6.023% 1.65 - 1.69 3 30,851,000 2.7 $10,283,667 $ 20,900,000 57.6% 57.6% 113 1.66x 6.010% 1.70 - 1.74 4 10,787,687 0.9 $ 2,696,922 $ 4,026,000 64.1% 58.8% 115 1.71x 6.005% 1.75 - 1.79 7 29,182,338 2.5 $ 4,168,905 $ 7,311,235 42.5% 20.0% 117 1.77x 7.206% 1.80 - 1.84 5 30,083,617 2.6 $ 6,016,723 $ 11,455,165 54.9% 47.8% 116 1.82x 6.252% 1.85 - 1.89 5 15,106,500 1.3 $ 3,021,300 $ 3,751,000 63.8% 63.8% 114 1.88x 5.301% 1.95 - 1.99 1 9,380,401 0.8 $ 9,380,401 $ 9,380,401 69.0% 54.2% 111 1.99x 6.080% 2.00 - 2.04 1 4,108,000 0.4 $ 4,108,000 $ 4,108,000 63.2% 63.2% 115 2.01x 5.170% 2.05 - 2.09 2 5,794,000 0.5 $ 2,897,000 $ 2,979,000 53.8% 53.8% 114 2.08x 5.745% 2.10 - 2.14 2 27,500,000 2.4 $13,750,000 $ 14,000,000 38.6% 38.6% 118 2.11x 6.351% 2.20 - 2.24 1 1,024,000 0.1 $ 1,024,000 $ 1,024,000 50.0% 50.0% 113 2.24x 5.530% 2.25 - 2.29 5 10,492,731 0.9 $ 2,098,546 $ 2,823,731 46.1% 44.7% 115 2.26x 5.689% 2.30 - 2.37 1 1,377,000 0.1 $ 1,377,000 $ 1,377,000 67.5% 67.5% 115 2.37x 5.800% --- -------------- ----- 92 $1,163,291,064 100.0% $12,644,468 $158,105,000 68.9% 63.1% 108 1.42X 6.199% === ============== ===== - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-11 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE WTD. WTD. AVG. % OF AVG. STATED WTD. AGGREGATE CUT-OFF AVERAGE MAXIMUM WTD. AVG. LTV REMAINING AVG. RANGE OF NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF CUT-OFF RATIO TERM TO CUT-OFF WTD. AVG. UNDERWRITTEN MORTGAGE DATE GROUP 2 DATE DATE DATE LTV AT MATURITY DATE DSC MORTGAGE DSC RATIOS (X) LOANS BALANCE BALANCE BALANCE BALANCE RATIO * MATURITY * (MOS.) RATIO RATE - --------------------------------------------------------------------------------------------------------------------------------- 1.10 - 1.14 2 $ 63,690,000 20.1% $31,845,000 $37,440,000 78.2% 70.6% 117 1.11x 5.830% 1.20 - 1.24 5 47,089,000 14.9 $ 9,417,800 $20,089,000 76.2% 73.5% 87 1.22x 6.158% 1.25 - 1.29 4 79,062,500 25.0 $19,765,625 $28,000,000 72.7% 69.1% 94 1.27x 5.812% 1.30 - 1.34 1 27,110,000 8.6 $27,110,000 $27,110,000 72.0% 72.0% 54 1.33x 5.948% 1.35 - 1.39 1 23,750,000 7.5 $23,750,000 $23,750,000 66.8% 66.8% 118 1.35x 6.180% 1.40 - 1.44 2 32,520,000 10.3 $16,260,000 $18,000,000 75.6% 75.6% 54 1.44x 5.948% 1.45 - 1.49 1 13,510,000 4.3 $13,510,000 $13,510,000 67.1% 67.1% 54 1.48x 5.948% 1.50 - 1.51 1 29,412,500 9.3 $29,412,500 $29,412,500 64.6% 64.6% 118 1.51x 6.378% --- ------------ ----- 17 $316,144,000 100.0% $18,596,706 $37,440,000 73.1% 70.3% 92 1.29X 5.979% === ============ ===== - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-12 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF LTV RATIOS FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE WTD. WTD. AVG. % OF AVG. STATED WTD. AGGREGATE CUT-OFF AVERAGE MAXIMUM WTD. AVG. LTV REMAINING AVG. RANGE OF NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF CUT-OFF RATIO TERM TO CUT-OFF WTD. AVG. CUT-OFF DATE MORTGAGE DATE POOL DATE DATE DATE LTV AT MATURITY DATE DSC MORTGAGE LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE BALANCE RATIO * MATURITY * (MOS.) RATIO RATE - ------------------------------------------------------------------------------------------------------------------------------------ 28.03 - 40.00 7 $ 48,820,235 3.3% $ 6,974,319 $ 14,000,000 33.0% 16.4% 118 1.91x 7.011% 40.01 - 50.00 6 22,193,000 1.5 $ 3,698,833 $ 13,500,000 47.8% 47.8% 115 2.16x 5.980% 50.01 - 55.00 3 9,608,175 0.6 $ 3,202,725 $ 3,814,175 53.8% 51.0% 115 1.73x 6.160% 55.01 - 60.00 6 146,060,414 9.9 $24,343,402 $106,000,000 57.0% 55.2% 73 1.44x 6.322% 60.01 - 65.00 17 132,187,194 8.9 $ 7,775,717 $ 29,412,500 64.2% 63.0% 116 1.59x 6.054% 65.01 - 70.00 28 211,424,471 14.3 $ 7,550,874 $ 32,800,000 67.0% 60.5% 115 1.46x 6.191% 70.01 - 75.00 21 417,929,393 28.2 $19,901,400 $ 65,000,000 72.9% 69.9% 96 1.34x 6.128% 75.01 - 80.00 24 481,307,447 32.5 $20,054,477 $158,105,000 78.7% 72.4% 111 1.25x 6.011% 80.01 - 81.91 1 9,904,736 0.7 $ 9,904,736 $ 9,904,736 81.9% 0.0% 202 1.00x 8.181% --- -------------- ----- 109 $1,479,435,064 100.0% $13,572,799 $158,105,000 69.8% 64.6% 105 1.39X 6.152% === ============== ===== - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-13 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE WTD. AVG. % OF WTD. AVG. STATED WTD. AGGREGATE CUT-OFF AVERAGE MAXIMUM WTD. AVG. LTV REMAINING AVG. RANGE OF NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF CUT-OFF RATIO TERM TO CUT-OFF WTD. AVG. CUT-OFF DATE MORTGAGE DATE GROUP 1 DATE DATE DATE LTV AT MATURITY DATE DSC MORTGAGE LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE BALANCE RATIO * MATURITY * (MOS.) RATIO RATE - ------------------------------------------------------------------------------------------------------------------------------------ 28.03 - 40.00 7 $ 48,820,235 4.2% $ 6,974,319 $ 14,000,000 33.0% 16.4% 118 1.91x 7.011% 40.01 - 50.00 6 22,193,000 1.9 $ 3,698,833 $ 13,500,000 47.8% 47.8% 115 2.16x 5.980% 50.01 - 55.00 3 9,608,175 0.8 $ 3,202,725 $ 3,814,175 53.8% 51.0% 115 1.73x 6.160% 55.01 - 60.00 6 146,060,414 12.6 $24,343,402 $106,000,000 57.0% 55.2% 73 1.44x 6.322% 60.01 - 65.00 16 102,774,694 8.8 $ 6,423,418 $ 18,795,400 64.1% 62.5% 116 1.61x 5.961% 65.01 - 70.00 26 174,164,471 15.0 $ 6,698,633 $ 32,800,000 67.0% 59.1% 119 1.47x 6.211% 70.01 - 75.00 14 273,667,893 23.5 $19,547,707 $ 65,000,000 73.1% 70.0% 103 1.37x 6.255% 75.01 - 80.00 17 376,097,447 32.3 $22,123,379 $158,105,000 78.7% 72.0% 115 1.27x 6.028% 80.01 - 81.91 1 9,904,736 0.9 $ 9,904,736 $ 9,904,736 81.9% 0.0% 202 1.00x 8.181% --- -------------- ----- 92 $1,163,291,064 100.0% $12,644,468 $158,105,000 68.9% 63.1% 108 1.42X 6.199% === ============== ===== - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-14 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF LTV RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF RANGE OF CUT-OFF DATE MORTGAGE DATE GROUP 2 DATE DATE LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE BALANCE - --------------------------------------------------------------------------------- 64.64 - 65.00 1 $ 29,412,500 9.3% $29,412,500 $29,412,500 65.01 - 70.00 2 37,260,000 11.8 $18,630,000 $23,750,000 70.01 - 75.00 7 144,261,500 45.6 $20,608,786 $28,000,000 75.01 - 80.00 7 105,210,000 33.3 $15,030,000 $37,440,000 --- ------------ ----- 17 $316,144,000 100.0% $18,596,706 $37,440,000 === ============ ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. RANGE OF CUT-OFF DATE DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE LTV RATIOS (%) RATIO* AT MATURITY* (MOS.) RATIO RATE - ------------------------------------------------------------------------------- 64.64 - 65.00 64.6% 64.6% 118 1.51x 6.378% 65.01 - 70.00 66.9% 66.9% 95 1.40x 6.096% 70.01 - 75.00 72.4% 69.8% 85 1.30x 5.886% 75.01 - 80.00 78.7% 73.8% 95 1.18x 5.953% 73.1% 70.3% 92 1.29X 5.979% - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-15 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF LTV RATIOS FOR ALL MORTGAGE LOANS AS OF THE MATURITY DATE OR ANTICIPATED REPAYMENT DATE % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF RANGE OF MATURITY DATE MORTGAGE DATE POOL DATE DATE OR ARD LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE BALANCE - ------------------------------------------------------------------------------------- 0.00 - 5.00 8 $ 48,745,403 3.3% $ 6,093,175 $ 10,038,612 20.01 - 30.00 1 11,455,165 0.8 $11,455,165 $ 11,455,165 30.01 - 40.00 2 16,823,731 1.1 $ 8,411,866 $ 14,000,000 40.01 - 50.00 10 43,258,589 2.9 $ 4,325,859 $ 13,500,000 50.01 - 55.00 6 24,669,195 1.7 $ 4,111,532 $ 9,380,401 55.01 - 60.00 10 178,307,015 12.1 $17,830,701 $106,000,000 60.01 - 65.00 23 215,420,509 14.6 $ 9,366,109 $ 32,800,000 65.01 - 70.00 28 263,177,458 17.8 $ 9,399,195 $ 26,500,000 70.01 - 75.00 18 598,588,000 40.5 $33,254,889 $158,105,000 75.01 - 80.00 7 78,990,000 5.3 $11,284,286 $ 23,000,000 --- -------------- ----- 109 $1,479,435,064 100.0% $13,572,799 $158,105,000 === ============== ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. RANGE OF MATURITY DATE DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE OR ARD LTV RATIOS (%) RATIO* AT MATURITY* (MOS.) RATIO RATE - ------------------------------------------------------------------------------- 0.00 - 5.00 57.5% 0.0% 167 1.33x 8.022% 20.01 - 30.00 36.6% 24.6% 118 1.82x 6.520% 30.01 - 40.00 31.9% 31.0% 118 2.14x 6.378% 40.01 - 50.00 52.3% 46.0% 117 1.70x 6.333% 50.01 - 55.00 62.8% 53.6% 114 1.79x 6.283% 55.01 - 60.00 59.5% 57.0% 80 1.45x 6.323% 60.01 - 65.00 66.9% 63.0% 116 1.43x 6.154% 65.01 - 70.00 70.7% 67.6% 113 1.36x 6.092% 70.01 - 75.00 76.5% 73.0% 101 1.32x 5.964% 75.01 - 80.00 79.7% 79.5% 86 1.30x 5.997% 69.8% 64.6% 105 1.39X 6.152% - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-16 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE MATURITY DATE OR ANTICIPATED REPAYMENT DATE % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF RANGE OF MATURITY DATE MORTGAGE DATE GROUP 1 DATE DATE OR ARD LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE BALANCE - ----------------------------------------------------------------------------------------- 0.00 - 5.00 8 $ 48,745,403 4.2% $ 6,093,175 $ 10,038,612 20.01 - 30.00 1 11,455,165 1.0 $11,455,165 $ 11,455,165 30.01 - 40.00 2 16,823,731 1.4 $ 8,411,866 $ 14,000,000 40.01 - 50.00 10 43,258,589 3.7 $ 4,325,859 $ 13,500,000 50.01 - 55.00 6 24,669,195 2.1 $ 4,111,532 $ 9,380,401 55.01 - 60.00 10 178,307,015 15.3 $17,830,701 $106,000,000 60.01 - 65.00 22 186,008,009 16.0 $ 8,454,909 $ 32,800,000 65.01 - 70.00 23 165,828,458 14.3 $ 7,209,933 $ 26,500,000 70.01 - 75.00 11 447,295,500 38.5 $40,663,227 $158,105,000 75.01 - 80.00 3 40,900,000 3.5 $13,633,333 $ 23,000,000 --- -------------- ----- 92 $1,163,291,064 100.0% $12,644,468 $158,105,000 === ============== ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. RANGE OF MATURITY DATE DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE OR ARD LTV RATIOS (%) RATIO * AT MATURITY * (MOS.) RATIO RATE - --------------------------------------------------------------------------------- 0.00 - 5.00 57.5% 0.0% 167 1.33x 8.022% 20.01 - 30.00 36.6% 24.6% 118 1.82x 6.520% 30.01 - 40.00 31.9% 31.0% 118 2.14x 6.378% 40.01 - 50.00 52.3% 46.0% 117 1.70x 6.333% 50.01 - 55.00 62.8% 53.6% 114 1.79x 6.283% 55.01 - 60.00 59.5% 57.0% 80 1.45x 6.323% 60.01 - 65.00 67.3% 62.8% 116 1.42x 6.118% 65.01 - 70.00 70.9% 67.8% 116 1.40x 6.159% 70.01 - 75.00 77.1% 73.6% 105 1.35x 5.996% 75.01 - 80.00 79.8% 79.8% 115 1.30x 5.888% 68.9% 63.1% 108 1.42x 6.199% - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-17 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF LTV RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE MATURITY DATE OR ANTICIPATED REPAYMENT DATE % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF RANGE OF MATURITY DATE MORTGAGE DATE GROUP 2 DATE DATE OR ARD LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE BALANCE - ------------------------------------------------------------------------------------ 64.64 - 65.00 1 $ 29,412,500 9.3% $29,412,500 $29,412,500 65.01 - 70.00 5 97,349,000 30.8 $19,469,800 $26,000,000 70.01 - 75.00 7 151,292,500 47.9 $21,613,214 $37,440,000 75.01 - 79.97 4 38,090,000 12.0 $ 9,522,500 $16,010,000 --- ------------ ----- 17 $316,144,000 100.0% $18,596,706 $37,440,000 === ============ ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG RANGE OF MATURITY DATE DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE OR ARD LTV RATIOS (%) RATIO * AT MATURITY * (MOS.) RATIO RATE - -------------------------------------------------------------------------------- 64.64 - 65.00 64.6% 64.6% 118 1.51x 6.378% 65.01 - 70.00 70.3% 67.1% 107 1.30x 5.978% 70.01 - 75.00 74.9% 71.3% 87 1.23x 5.868% 75.01 - 79.97 79.7% 79.2% 55 1.30x 6.115% 73.1% 70.3% 92 1.29X 5.979% - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-18 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF MORTGAGE RATES FOR ALL MORTGAGE LOANS WTD. AVG. % OF STATED AGGREGATE CUT-OFF AVERAGE MAXIMUM WTD. AVG. WTD. AVG. REMAINING WTD. AVG. WTD. RANGE OF NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF CUT-OFF LTV RATIO TERM TO CUT-OFF AVG. MORTGAGE MORTGAGE DATE POOL DATE DATE DATE LTV AT MATURITY DATE DSC MORTGAGE RATES (%) (1) LOANS BALANCE BALANCE BALANCE BALANCE RATIO (2) MATURITY (2) (MOS.) RATIO RATE - ------------------------------------------------------------------------------------------------------------------------------------ 5.170 - 5.250 4 $ 13,597,000 0.9% $ 3,399,250 $ 4,108,000 63.3% 63.3% 114 1.92x 5.212% 5.251 - 5.500 2 16,767,500 1.1 $ 8,383,750 $ 13,615,000 69.5% 69.5% 116 1.59x 5.288% 5.501 - 5.750 17 119,834,222 8.1 $ 7,049,072 $ 29,700,000 72.0% 69.4% 100 1.45x 5.679% 5.751 - 6.000 31 599,678,964 40.5 $19,344,483 $158,105,000 74.3% 70.5% 104 1.34x 5.900% 6.001 - 6.250 16 242,356,850 16.4 $15,147,303 $ 61,000,000 71.0% 68.3% 101 1.47x 6.107% 6.251 - 6.500 10 255,032,307 17.2 $25,503,231 $106,000,000 61.7% 61.0% 92 1.48x 6.340% 6.501 - 6.750 9 81,905,879 5.5 $ 9,100,653 $ 21,700,000 65.5% 57.9% 118 1.34x 6.612% 6.751 - 7.000 14 93,788,401 6.3 $ 6,699,172 $ 25,300,000 68.4% 60.3% 113 1.18x 6.826% 7.001 - 7.250 2 7,728,538 0.5 $ 3,864,269 $ 4,090,661 75.4% 60.5% 118 1.41x 7.015% 7.750 - 8.181 8 48,745,403 3.3 $ 6,093,175 $ 10,038,612 57.5% 0.0% 167 1.33x 8.022% --- -------------- ----- 109 $1,479,435,064 100.0% $13,572,799 $158,105,000 69.8% 64.6% 105 1.39X 6.152% === ============== ===== - ---------- (1) The interest rate with respect to 5 Mortgage Loans (loan numbers 12, 14, 29, 32 and 34), representing 6.5% of the Cut-Off Date Pool Balance (4.8% of the Cut-Off Date Group 1 Balance and 12.7% of the Cut-Off Date Group 2 Balance), may vary during the term of the related Mortgage Loan. For purposes of the table above as well as calculations throughout the Prospectus Supplement, the mortgage rate was assumed to be the mortgage rate during the amortizing period of the related Mortgage Loan. See "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information in the Prospectus Supplement. (2) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-19 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF MORTGAGE RATES FOR LOAN GROUP 1 MORTGAGE LOANS WTD. AVG. % OF STATED AGGREGATE CUT-OFF AVERAGE MAXIMUM WTD. AVG. WTD. AVG. REMAINING WTD. AVG. WTD. RANGE OF NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF CUT-OFF LTV RATIO TERM TO CUT-OFF AVG. MORTGAGE MORTGAGE DATE GROUP 1 DATE DATE DATE LTV AT MATURITY DATE DSC MORTGAGE RATES (%) (1) LOANS BALANCE BALANCE BALANCE BALANCE RATIO (2) MATURITY (2) (MOS.) RATIO RATE - ------------------------------------------------------------------------------------------------------------------------------------ 5.170 - 5.250 4 $ 13,597,000 1.2% $ 3,399,250 $ 4,108,000 63.3% 63.3% 114 1.92x 5.212% 5.251 - 5.500 2 16,767,500 1.4 $ 8,383,750 $ 13,615,000 69.5% 69.5% 116 1.59x 5.288% 5.501 - 5.750 16 91,834,222 7.9 $ 5,739,639 $ 29,700,000 72.1% 68.7% 113 1.50x 5.657% 5.751 - 6.000 21 395,776,464 34.0 $18,846,498 $158,105,000 73.9% 70.1% 113 1.37x 5.908% 6.001 - 6.250 14 198,517,850 17.1 $14,179,846 $ 61,000,000 71.3% 68.6% 97 1.51x 6.104% 6.251 - 6.500 8 222,189,807 19.1 $27,773,726 $106,000,000 61.1% 60.3% 88 1.48x 6.333% 6.501 - 6.750 9 81,905,879 7.0 $ 9,100,653 $ 21,700,000 65.5% 57.9% 118 1.34x 6.612% 6.751 - 7.000 12 86,228,401 7.4 $ 7,185,700 $ 25,300,000 67.5% 58.9% 118 1.17x 6.829% 7.001 - 7.250 2 7,728,538 0.7 $ 3,864,269 $ 4,090,661 75.4% 60.5% 118 1.41x 7.015% 7.750 - 8.181 8 48,745,403 4.2 $ 6,093,175 $ 10,038,612 57.5% 0.0% 167 1.33x 8.022% --- -------------- ----- 92 $1,163,291,064 100.0% $12,644,468 $158,105,000 68.9% 63.1% 108 1.42X 6.199% === ============== ===== - ---------- (1) The interest rate with respect to 3 Mortgage Loans (loan numbers 12, 29 and 32), representing 3.8% of the Cut-Off Date Pool Balance (4.8% of the Cut-Off Date Group 1 Balance), may vary during the term of the related Mortgage Loan. For purposes of the table above as well as calculations throughout the Prospectus Supplement, the mortgage rate was assumed to be the mortgage rate during the amortizing period of the related Mortgage Loan. See "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information in the Prospectus Supplement. (2) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-20 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF MORTGAGE RATES FOR LOAN GROUP 2 MORTGAGE LOANS WTD. WTD. AVG. WTD. % OF AVG. STATED AVG. RANGE OF AGGREGATE CUT-OFF AVERAGE MAXIMUM WTD. AVG. LTV REMAINING CUT-OFF MORTGAGE NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF CUT-OFF RATIO TERM TO DATE WTD. AVG. RATES (%) MORTGAGE DATE GROUP 2 DATE DATE DATE LTV AT MATURITY DSC MORTGAGE (1) LOANS BALANCE BALANCE BALANCE BALANCE RATIO (2) MATURITY (2) (MOS.) RATIO RATE - ---------------------------------------------------------------------------------------------------------------------------------- 5.750 - 5.750 1 $ 28,000,000 8.9% $28,000,000 $28,000,000 71.8% 71.8% 57 1.28x 5.750% 5.751 - 6.000 10 203,902,500 64.5 $20,390,250 $37,440,000 75.1% 71.4% 89 1.26x 5.885% 6.001 - 6.250 2 43,839,000 13.9 $21,919,500 $23,750,000 69.2% 67.1% 118 1.29x 6.116% 6.251 - 6.500 2 32,842,500 10.4 $16,421,250 $29,412,500 66.0% 65.5% 118 1.48x 6.384% 6.751 - 6.790 2 7,560,000 2.4 $ 3,780,000 $ 6,360,000 78.4% 76.0% 58 1.21x 6.790% --- ------------ ----- 17 $316,144,000 100.0% $18,596,706 $37,440,000 73.1% 70.3% 92 1.29X 5.979% === ============ ===== - ---------- (1) The interest rate with respect to 2 Mortgage Loans (loan numbers 14 and 34), representing 2.7% of the Cut-Off Date Pool Balance (12.7% of the Cut-Off Date Group 2 Balance), may vary during the term of the related Mortgage Loan. For purposes of the table above as well as calculations throughout the Prospectus Supplement, the mortgage rate was assumed to be the mortgage rate during the amortizing period of the related Mortgage Loan. See "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information in the Prospectus Supplement. (2) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-21 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR ALL MORTGAGE LOANS RANGE OF ORIGINAL WTD. WTD. AVG. TERMS TO % OF AVG. STATED WTD. MATURITY OR AGGREGATE CUT-OFF AVERAGE MAXIMUM WTD. AVG. LTV REMAINING AVG. ANTICIPATED NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF CUT-OFF RATIO TERM TO CUT-OFF WTD. AVG. REPAYMENT MORTGAGE DATE POOL DATE DATE DATE LTV AT MATURITY DATE DSC MORTGAGE DATE (MONTHS) LOANS BALANCE BALANCE BALANCE BALANCE RATIO * MATURITY * (MOS.) RATIO RATE - ------------------------------------------------------------------------------------------------------------------------------------ 60 - 60 11 $ 300,210,000 20.3% $27,291,818 $106,000,000 68.2% 68.0% 55 1.44x 6.106% 109 - 120 94 1,130,479,661 76.4 $12,026,379 $158,105,000 70.8% 66.5% 116 1.38x 6.084% 121 - 216 4 20,541,338 1.4 $ 5,135,335 $ 7,311,235 32.0% 0.0% 118 1.77x 7.803% 217 - 300 4 28,204,065 1.9 $ 7,051,016 $ 10,038,612 76.0% 0.0% 202 1.00x 8.181% --- -------------- ----- 109 $1,479,435,064 100.0% $13,572,799 $158,105,000 69.8% 64.6% 105 1.39X 6.152% === ============== ===== - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-22 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR LOAN GROUP 1 MORTGAGE LOANS RANGE OF ORIGINAL WTD. WTD. AVG. TERMS TO % OF AVG. STATED WTD. MATURITY OR AGGREGATE CUT-OFF AVERAGE MAXIMUM WTD. AVG. LTV REMAINING AVG. ANTICIPATED NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF CUT-OFF RATIO TERM TO CUT-OFF WTD. AVG. REPAYMENT MORTGAGE DATE GROUP 1 DATE DATE DATE LTV AT MATURITY DATE DSC MORTGAGE DATE (MONTHS) LOANS BALANCE BALANCE BALANCE BALANCE RATIO * MATURITY * (MOS.) RATIO RATE - ------------- --------- -------------- ------- ------------ ------------ --------- ---------- --------- -------- --------- 60 - 60 3 $ 175,500,000 15.1% $58,500,000 $106,000,000 64.2% 63.9% 56 1.51x 6.214% 109 - 120 85 939,045,661 80.7 $11,047,596 $158,105,000 70.4% 66.2% 115 1.41x 6.102% 121 - 216 4 20,541,338 1.8 $ 5,135,335 $ 7,311,235 32.0% 0.0% 118 1.77x 7.803% 217 - 300 4 28,204,065 2.4 $ 7,051,016 $ 10,038,612 76.0% 0.0% 202 1.00x 8.181% --- -------------- ----- 92 $1,163,291,064 100.0% $12,644,468 $158,105,000 68.9% 63.1% 108 1.42x 6.199% === ============== ===== - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-23 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR LOAN GROUP 2 MORTGAGE LOANS RANGE OF ORIGINAL WTD. AVG. WTD. TERMS TO % OF STATED AVG. MATURITY OR AGGREGATE CUT-OFF AVERAGE MAXIMUM WTD. AVG. WTD. AVG. REMAINING CUT-OFF ANTICIPATED NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF CUT-OFF LTV RATIO TERM TO DATE WTD. AVG. REPAYMENT MORTGAGE DATE GROUP 2 DATE DATE DATE LTV AT MATURITY DSC MORTGAGE DATE (MONTHS) LOANS BALANCE BALANCE BALANCE BALANCE RATIO * MATURITY * (MOS.) RATIO RATE - -------------------------------------------------------------------------------------------------------------------------------- 60 - 60 8 $124,710,000 39.4% $15,588,750 $28,000,000 73.8% 73.6% 55 1.34x 5.955% 109 - 120 9 191,434,000 60.6 $21,270,444 $37,440,000 72.7% 68.1% 117 1.25x 5.995% --- ------------ ----- 17 $316,144,000 100.0% $18,596,706 $37,440,000 73.1% 70.3% 92 1.29X 5.979% === ============ ===== - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-24 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF RANGE OF REMAINING AGGREGATE CUT-OFF AVERAGE MAXIMUM TERMS TO MATURITY OR NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF ANTICIPATED REPAYMENT MORTGAGE DATE POOL DATE DATE DATE (MONTHS) LOANS BALANCE BALANCE BALANCE BALANCE - ------------------------------------------------------------------------------------- 52 - 60 11 $ 300,210,000 20.3% $ 27,291,818 $106,000,000 109 - 120 98 1,151,021,000 77.8 $ 11,745,112 $158,105,000 121 - 202 4 28,204,065 1.9 $ 7,051,016 $ 10,038,612 --- -------------- ----- 109 $1,479,435,064 100.0% $ 13,572,799 $158,105,000 === ============== ===== WTD. AVG. STATED RANGE OF REMAINING WTD. AVG. REMAINING WTD. AVG. TERMS TO MATURITY OR CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. ANTICIPATED REPAYMENT DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE DATE (MONTHS) RATIO * AT MATURITY * (MOS.) RATIO RATE - --------------------------------------------------------------------------------- 52 - 60 68.2% 68.0% 55 1.44x 6.106% 109 - 120 70.1% 65.3% 116 1.39x 6.115% 121 - 202 76.0% 0.0% 202 1.00x 8.181% 69.8% 64.6% 105 1.39X 6.152% - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-25 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B 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 REMAINING AGGREGATE CUT-OFF AVERAGE MAXIMUM TERMS TO MATURITY OR NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF ANTICIPATED REPAYMENT MORTGAGE DATE GROUP 1 DATE DATE DATE (MONTHS) LOANS BALANCE BALANCE BALANCE BALANCE - ------------------------------------------------------------------------------------ 52 - 60 3 $ 175,500,000 15.1% $58,500,000 $106,000,000 109 - 120 89 959,587,000 82.5 $10,781,876 $158,105,000 121 - 202 4 28,204,065 2.4 $ 7,051,016 $ 10,038,612 -- -------------- ----- 92 $1,163,291,064 100.0% $12,644,468 $158,105,000 == ============== ===== WTD. AVG. STATED RANGE OF REMAINING WTD. AVG. REMAINING WTD. AVG. TERMS TO MATURITY OR CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. ANTICIPATED REPAYMENT DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE DATE (MONTHS) RATIO * AT MATURITY * (MOS.) RATIO RATE - ------------------------------------------------------------------------------ 52 - 60 64.2% 63.9% 56 1.51x 6.214% 109 - 120 69.6% 64.8% 115 1.42x 6.139% 121 - 202 76.0% 0.0% 202 1.00x 8.181% 68.9% 63.1% 108 1.42X 6.199% - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-26 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B 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 AGGREGATE CUT-OFF AVERAGE MAXIMUM TERMS TO MATURITY OR NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF ANTICIPATED REPAYMENT MORTGAGE DATE GROUP 2 DATE DATE DATE (MONTHS) LOANS BALANCE BALANCE BALANCE BALANCE - --------------------------------------------------------------------------------- 54 - 60 8 $124,710,000 39.4% $15,588,750 $28,000,000 109 - 118 9 191,434,000 60.6 $21,270,444 $37,440,000 --- ------------ ----- 17 $316,144,000 100.0% $18,596,706 $37,440,000 === ============ ===== WTD. AVG. STATED RANGE OF REMAINING WTD. AVG. REMAINING WTD. AVG. TERMS TO MATURITY OR CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. ANTICIPATED REPAYMENT DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE DATE (MONTHS) RATIO* AT MATURITY* (MOS.) RATIO RATE - ------------------------------------------------------------------------------- 54 - 60 73.8% 73.6% 55 1.34x 5.955% 109 - 118 72.7% 68.1% 117 1.25x 5.995% 73.1% 70.3% 92 1.29X 5.979% - ---------- * Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-27 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF REMAINING AMORTIZATION TERMS FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM RANGE OF REMAINING NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF AMORTIZATION TERMS MORTGAGE DATE POOL DATE DATE (MONTHS) (1) LOANS BALANCE BALANCE BALANCE BALANCE - --------------------------------------------------------------------------------- 84 - 120 8 $ 48,745,403 3.3% $ 6,093,175 $ 10,038,612 229 - 264 2 21,915,515 1.5 $10,957,757 $ 11,455,165 265 - 299 4 20,201,562 1.4 $ 5,050,391 $ 9,380,401 300 - 348 2 11,718,218 0.8 $ 5,859,109 $ 8,500,000 349 - 360 47 717,622,966 48.5 $15,268,574 $158,105,000 Non-Amortizing 50 659,231,400 44.6 $13,184,628 $106,000,000 --- -------------- ----- 109 $1,479,435,064 100.0% $13,572,799 $158,105,000 === ============== ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. RANGE OF REMAINING CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. AMORTIZATION TERMS DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE (MONTHS) (1) RATIO(2) AT MATURITY(2) (MOS.) RATIO RATE - ------------------------------------------------------------------------------ 84 - 120 57.5% 0.0% 167 1.33x 8.022% 229 - 264 47.3% 31.9% 118 1.50x 6.635% 265 - 299 70.7% 56.2% 115 1.73x 6.543% 300 - 348 78.2% 70.3% 70 1.32x 6.003% 349 - 360 74.4% 68.5% 115 1.26x 6.104% Non-Amortizing 66.4% 66.4% 90 1.53x 6.041% 69.8% 64.6% 105 1.39X 6.152% - ---------- (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) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-28 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF REMAINING AMORTIZATION TERMS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM RANGE OF REMAINING NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF AMORTIZATION TERMS MORTGAGE DATE GROUP 1 DATE DATE (MONTHS) (1) LOANS BALANCE BALANCE BALANCE BALANCE - --------------------------------------------------------------------------------- 84 - 120 8 $ 48,745,403 4.2% $ 6,093,175 $ 10,038,612 229 - 264 2 21,915,515 1.9 $10,957,757 $ 11,455,165 265 - 299 4 20,201,562 1.7 $ 5,050,391 $ 9,380,401 300 - 348 2 11,718,218 1.0 $ 5,859,109 $ 8,500,000 349 - 360 38 571,791,466 49.2 $15,047,144 $158,105,000 Non-Amortizing 42 488,918,900 42.0 $11,640,926 $106,000,000 --- -------------- ----- 92 $1,163,291,064 100.0% $12,644,468 $158,105,000 === ============== ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. RANGE OF REMAINING CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. AMORTIZATION TERMS DATE LTV LTV RATIO AT MATURITY DATE DSC MORTGAGE (MONTHS) (1) RATIO (2) MATURITY (2) (MOS.) RATIO RATE - --------------------------------------------------------------------------- 84 - 120 57.5% 0.0% 167 1.33x 8.022% 229 - 264 47.3% 31.9% 118 1.50x 6.635% 265 - 299 70.7% 56.2% 115 1.73x 6.543% 300 - 348 78.2% 70.3% 70 1.32x 6.003% 349 - 360 74.0% 68.3% 115 1.28x 6.149% Non-Amortizing 64.8% 64.8% 95 1.58x 6.048% 68.9% 63.1% 108 1.42X 6.199% - ---------- (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) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-29 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B RANGE OF REMAINING AMORTIZATION TERMS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM RANGE OF REMAINING NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF AMORTIZATION TERMS MORTGAGE DATE GROUP 2 DATE DATE (MONTHS) (1) LOANS BALANCE BALANCE BALANCE BALANCE - ------------------ --------- ------------ ------- ----------- ----------- 360 - 360 9 $145,831,500 46.1% $16,203,500 $37,440,000 Non-Amortizing 8 170,312,500 53.9 $21,289,063 $29,412,500 --- ------------ ----- 17 $316,144,000 100.0% $18,596,706 $37,440,000 === ============ ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. RANGE OF REMAINING CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. AMORTIZATION TERMS DATE LTV LTV RATIO AT MATURITY DATE DSC MORTGAGE (MONTHS) (1) RATIO (2) MATURITY (2) (MOS.) RATIO RATE - ------------------ --------- ------------ --------- --------- -------- 360 - 360 75.6% 69.5% 113 1.19x 5.928% Non-Amortizing 71.0% 71.0% 74 1.38x 6.022% 73.1% 70.3% 92 1.29X 5.979% - ---------- (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) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-30 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B AMORTIZATION TYPES FOR ALL MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF MORTGAGE DATE POOL DATE DATE AMORTIZATION TYPES LOANS BALANCE BALANCE BALANCE BALANCE - ----------------------------------------------------------------------------------------------------- Interest-only, Amortizing Balloon(2) 34 $ 656,145,000 44.4% $19,298,382 $158,105,000 Interest-only 16 452,065,000 30.6 $28,254,063 $106,000,000 Interest-only, ARD 34 207,166,400 14.0 $ 6,093,129 $ 29,412,500 Amortizing Balloon 18 108,773,178 7.4 $ 6,042,954 $ 12,910,222 Fully Amortizing 4 48,745,403 3.3 $ 6,093,175 $ 10,038,612 Amortizing ARD 3 6,540,083 0.4 $ 2,180,028 $ 2,995,458 --- -------------- ----- 109 $1,479,435,064 100.0% $13,572,799 $158,105,000 === ============== ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE AMORTIZATION TYPES RATIO (1) AT MATURITY (1) (MOS.) RATIO RATE - --------------------------------------------------------------------------------------------------- Interest-only, Amortizing Balloon(2) 75.3% 69.8% 114 1.25x 6.070% Interest-only 67.3% 67.3% 78 1.48x 6.090% Interest-only, ARD 64.4% 64.4% 116 1.65x 5.934% Amortizing Balloon 62.9% 51.4% 117 1.47x 6.447% Fully Amortizing 57.5% 0.0% 167 1.33x 8.022% Amortizing ARD 74.8% 65.0% 118 1.22x 6.820% 69.8% 64.6% 105 1.39X 6.152% - ---------- (1) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. (2) These Mortgage Loans require payments of interest only for a period of 6 to 216 months from origination prior to the commencement of payments of principal and interest. B-31 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B AMORTIZATION TYPES FOR LOAN GROUP 1 MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF MORTGAGE DATE GROUP 1 DATE DATE AMORTIZATION TYPES LOANS BALANCE BALANCE BALANCE BALANCE - -------------------------------------------------------------------------------------------------------- Interest-only, Amortizing Balloon(2) 25 $ 510,313,500 43.9% $20,412,540 $158,105,000 Interest-only 10 334,915,000 28.8 $33,491,500 $106,000,000 Interest-only, ARD 32 154,003,900 13.2 $ 4,812,622 $ 18,795,400 Amortizing Balloon 18 108,773,178 9.4 $ 6,042,954 $ 12,910,222 Fully Amortizing 4 48,745,403 4.2 $ 6,093,175 $ 10,038,612 Amortizing ARD 3 6,540,083 0.6 $ 2,180,028 $ 2,995,458 --- -------------- ----- 92 $1,163,291,064 100.0% $12,644,468 $158,105,000 === ============== ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE AMORTIZATION TYPES RATIO (1) AT MATURITY (1) (MOS.) RATIO RATE - ------------------------------------------------------------------------------------------------------ Interest-only, Amortizing Balloon(2) 75.2% 69.9% 114 1.26x 6.110% Interest-only 65.1% 65.1% 86 1.52x 6.156% Interest-only, ARD 64.0% 64.0% 115 1.72x 5.811% Amortizing Balloon 62.9% 51.4% 117 1.47x 6.447% Fully Amortizing 57.5% 0.0% 167 1.33x 8.022% Amortizing ARD 74.8% 65.0% 118 1.22x 6.820% 68.9% 63.1% 108 1.42X 6.199% - ---------- (1) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. (2) These Mortgage Loans require payments of interest only for a period of 6 to 216 months from origination prior to the commencement of payments of principal and interest. B-32 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B AMORTIZATION TYPES FOR LOAN GROUP 2 MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF MORTGAGE DATE GROUP 2 DATE DATE AMORTIZATION TYPES LOANS BALANCE BALANCE BALANCE BALANCE - ----------------------------------------------------------------------------------------------------- Interest-only, Amortizing Balloon(2) 9 $145,831,500 46.1% $16,203,500 $37,440,000 Interest-only 6 117,150,000 37.1 $19,525,000 $28,000,000 Interest-only, ARD 2 53,162,500 16.8 $26,581,250 $29,412,500 --- ------------ ----- 17 $316,144,000 100.0% $18,596,706 $37,440,000 === ============ ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE AMORTIZATION TYPES RATIO (1) AT MATURITY (1) (MOS.) RATIO RATE - ------------------------------------------------------------------------------------------------------ Interest-only, Amortizing Balloon(2) 75.6% 69.5% 113 1.19x 5.928% Interest-only 73.5% 73.5% 55 1.35x 5.901% Interest-only, ARD 65.6% 65.6% 118 1.44x 6.290% 73.1% 70.3% 92 1.29X 5.979% - ---------- (1) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. (2) These Mortgage Loans require payments of interest only for a period of 24 to 84 months from origination prior to the commencement of payments of principal and interest. B-33 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B MORTGAGED PROPERTIES BY RANGE OF OCCUPANCY RATES FOR ALL MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF RANGE OF OCCUPANCY MORTGAGED DATE POOL DATE DATE RATES (%) (1) PROPERTIES BALANCE BALANCE BALANCE BALANCE - ----------------------------------------------------------------------------------- 69.10 - 69.99 1 $ 20,900,000 1.4% $20,900,000 $20,900,000 70.00 - 74.99 1 13,510,000 0.9 $13,510,000 $13,510,000 75.00 - 84.99 7 176,878,112 12.0 $25,268,302 $62,200,000 85.00 - 89.99 12 134,546,020 9.1 $11,212,168 $29,700,000 90.00 - 94.99 16 300,245,330 20.3 $18,765,333 $37,440,000 95.00 - 99.99 10 127,877,295 8.6 $12,787,729 $25,300,000 100.00 - 100.00 57 415,301,944 28.1 $ 6,808,229 $46,895,487 --- -------------- ---- 104 $1,189,258,701 80.4% $11,435,180 $62,200,000 === ============== ==== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. RANGE OF OCCUPANCY DATE LTV LTV RATIO AT MATURITY DATE DSC MORTGAGE RATES (%) (1) RATIO (2) MATURITY (2) (MOS.) RATIO RATE - ---------------------------------------------------------------------------- 69.10 - 69.99 55.2% 55.2% 111 1.66x 5.980% 70.00 - 74.99 67.1% 67.1% 54 1.48x 5.948% 75.00 - 84.99 73.1% 70.4% 95 1.34x 6.047% 85.00 - 89.99 73.8% 71.1% 97 1.34x 6.029% 90.00 - 94.99 72.3% 68.7% 103 1.28x 6.069% 95.00 - 99.99 65.7% 60.2% 117 1.38x 6.357% 100.00 - 100.00 63.3% 54.8% 106 1.49x 6.271% 68.4% 63.2% 103 1.39X 6.160% - ---------- (1) Occupancy Rates exclude 15 hospitality properties, representing 19.6% of the Cut-Off Date Pool Balance. In certain cases, occupancy includes space for which leases have been executed, but the tenant has not taken occupancy. (2) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-34 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B MORTGAGED PROPERTIES BY RANGE OF OCCUPANCY RATES FOR LOAN GROUP 1 MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF RANGE OF OCCUPANCY MORTGAGED DATE GROUP 1 DATE DATE RATES(%) (1) PROPERTIES BALANCE BALANCE BALANCE BALANCE - -------------------------------------------------------------------------------- 69.10 - 69.99 1 $ 20,900,000 1.8% $20,900,000 $20,900,000 75.00 - 84.99 5 152,325,000 13.1 $30,465,000 $62,200,000 85.00 - 89.99 8 95,036,530 8.2 $11,879,566 $29,700,000 90.00 - 94.99 6 79,728,575 6.9 $13,288,096 $26,500,000 95.00 - 99.99 8 113,252,652 9.7 $14,156,581 $25,300,000 100.00 - 100.00 56 411,871,944 35.4 $ 6,864,532 $46,895,487 --- ------------ ---- 84 $873,114,701 75.1% $10,394,223 $62,200,000 === ============ ==== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. RANGE OF OCCUPANCY DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE RATES(%) (1) RATIO (2) AT MATURITY (2) (MOS.) RATIO RATE - -------------------------------------------------------------------------------- 69.10 - 69.99 55.2% 55.2% 111 1.66x 5.980% 75.00 - 84.99 74.1% 70.9% 92 1.34x 6.022% 85.00 - 89.99 72.8% 69.2% 115 1.34x 6.015% 90.00 - 94.99 68.5% 65.3% 118 1.31x 6.422% 95.00 - 99.99 65.0% 59.1% 118 1.40x 6.422% 100.00 - 100.00 63.2% 54.7% 106 1.49x 6.270% 66.7% 60.6% 107 1.42X 6.226% - ---------- (1) Occupancy Rates exclude 15 hospitality properties, representing 24.9% of the Cut-Off Date Group 1 Balance. In certain cases, occupancy includes space for which leases have been executed, but the tenant has not taken occupancy. (2) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-35 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B MORTGAGED PROPERTIES BY RANGE OF OCCUPANCY RATES FOR LOAN GROUP 2 MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE MAXIMUM NUMBER OF CUT-OFF DATE CUT-OFF CUT-OFF RANGE OF OCCUPANCY MORTGAGED DATE GROUP 2 DATE DATE RATES (%) (1) PROPERTIES BALANCE BALANCE BALANCE BALANCE - ------------------------------------------------------------------------------------- 71.37 - 74.99 1 $ 13,510,000 4.3% $13,510,000 $13,510,000 75.00 - 84.99 2 24,553,112 7.8 $12,276,556 $23,750,000 85.00 - 89.99 4 39,509,490 12.5 $ 9,877,372 $18,000,000 90.00 - 94.99 10 220,516,755 69.8 $22,051,676 $37,440,000 95.00 - 99.99 2 14,624,643 4.6 $ 7,312,321 $14,000,000 100.00 - 100.00 1 3,430,000 1.1 $ 3,430,000 $ 3,430,000 --- ------------ ----- 20 $316,144,000 100.0% $15,807,200 $37,440,000 === ============ ===== WTD. AVG. STATED WTD. AVG. REMAINING WTD. AVG. CUT-OFF WTD. AVG. TERM TO CUT-OFF WTD. AVG. RANGE OF OCCUPANCY DATE LTV LTV RATIO MATURITY DATE DSC MORTGAGE RATES (%) (1) RATIO (2) AT MATURITY (2) (MOS.) RATIO RATE - ------------------------------------------------------------------------------------ 71.37 - 74.99 67.1% 67.1% 54 1.48x 5.948% 75.00 - 84.99 67.2% 67.1% 116 1.34x 6.200% 85.00 - 89.99 76.1% 75.8% 55 1.32x 6.065% 90.00 - 94.99 73.7% 70.0% 97 1.27x 5.942% 95.00 - 99.99 71.0% 68.4% 112 1.24x 5.852% 100.00 - 100.00 78.0% 73.3% 118 1.20x 6.440% 73.1% 70.3% 92 1.29X 5.979% - ---------- (1) In certain cases, occupancy includes space for which leases have been executed, but the tenant has not taken occupancy. (2) Certain of the Mortgage Loans reflect LTV Ratios that have been calculated on an "as-stabilized" basis. See "Additional Mortgage Loan Information" herein. Also see "DESCRIPTION OF THE MORTGAGE POOL--AdditionalMortgage Loan Information" and "RISK FACTORS--Risks Relating to Net Cash Flow" and "-- Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" in the Prospectus Supplement. B-36 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2007-C34 ANNEX B PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION (1) (2) (3) (4)