The information in this prospectus supplement is not complete and may be
changed. This preliminary prospectus supplement is not an offer to sell these
securities and it is not a solicitation of an offer to buy these securities in
any state where the offer or sale is not permitted.
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT MAY BE AMENDED OR
COMPLETED, DATED JULY 27, 2005
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 27, 2005)
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
GERMAN AMERICAN CAPITAL CORPORATION
GMAC COMMERCIAL MORTGAGE CORPORATION
PNC BANK, NATIONAL ASSOCIATION
MORTGAGE LOAN SELLERS
--------------------------
The COMM 2005-C6 Commercial Mortgage Pass-Through Certificates will
represent beneficial ownership interests in the COMM 2005-C6 Mortgage Trust. The
mortgage pool will primarily be 138 fixed-rate mortgage loans secured by first
liens on 190 commercial, multifamily and manufactured housing community
properties. The COMM 2005-C6 Commercial Mortgage Pass-Through Certificates are
not obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving
Corporation, the mortgage loan sellers or any of their respective affiliates,
and neither the certificates nor the underlying mortgage loans are insured or
guaranteed by any governmental agency.
--------------------------
Certain characteristics of the certificates offered in this prospectus
supplement include:
- -----------------------------------------------------------------------------------------------------------------------
INITIAL CERTIFICATE BALANCE APPROXIMATE INITIAL ASSUMED FINAL S&P/MOODY'S
OR NOTIONAL BALANCE(1) PASS-THROUGH RATE DISTRIBUTION DATE(2) ANTICIPATED RATINGS
- ----------------------------------------------------------------------------------------------------------------------
Class A-1(4) ......... $ 48,000,000 %(6) January 10, 2010 AAA/Aaa
- ----------------------------------------------------------------------------------------------------------------------
Class A-2(4) ......... $185,500,000 %(6) July 10, 2010 AAA/Aaa
- ----------------------------------------------------------------------------------------------------------------------
Class A-3(4) ......... $ 59,600,000 %(6) August 10, 2012 AAA/Aaa
- ----------------------------------------------------------------------------------------------------------------------
Class A-4(4) ......... $ 35,500,000 %(6) January 10, 2015 AAA/Aaa
- ----------------------------------------------------------------------------------------------------------------------
Class A-AB(4) ........ $ 71,900,000 %(6) July 10, 2014 AAA/Aaa
- ----------------------------------------------------------------------------------------------------------------------
Class A-5A(4) ........ $800,596,000 %(6) July 10, 2015 AAA/Aaa
- ----------------------------------------------------------------------------------------------------------------------
Class A-5B(4) ........ $114,371,000 %(6) July 10, 2015 AAA/Aaa
- ----------------------------------------------------------------------------------------------------------------------
Class A-1A(4) ........ $513,040,000 %(6) August 10, 2015 AAA/Aaa
- ----------------------------------------------------------------------------------------------------------------------
Class X-P ............ $ %(7) AAA/Aaa
- ----------------------------------------------------------------------------------------------------------------------
Class A-J ............ $171,422,000 %(6) August 10, 2015 AAA/Aaa
- ----------------------------------------------------------------------------------------------------------------------
Class B .............. $ 45,712,000 %(6) August 10, 2015 AA/Aa2
- ----------------------------------------------------------------------------------------------------------------------
Class C .............. $ 20,000,000 %(6) August 10, 2015 AA-/Aa3
- ----------------------------------------------------------------------------------------------------------------------
Class D .............. $ 37,141,000 %(6) August 10, 2015 A/A2
- ----------------------------------------------------------------------------------------------------------------------
- --------------
(FOOTNOTES TO TABLE TO BEGIN ON PAGE S-5)
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED THAT THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS ARE TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. INVESTING IN THE
CERTIFICATES OFFERED IN THIS PROSPECTUS SUPPLEMENT INVOLVES RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE S-34 OF THIS PROSPECTUS SUPPLEMENT AND PAGE 9 OF THE
PROSPECTUS.
Deutsche Bank Securities Inc. is acting as lead manager and underwriter of
the offering, and GMAC Commercial Holding Capital Markets Corp., PNC Capital
Markets, Inc., Wachovia Securities, JPMorgan and Credit Suisse First Boston LLC
are acting as co-managers of the offering. Deutsche Bank Securities Inc. is sole
bookrunner of all the certificates offered in this prospectus supplement. The
underwriters will offer the certificates offered in this prospectus supplement
to the public in negotiated transactions at varying prices to be determined at
the time of sale.
Deutsche Bank Securities Inc., GMAC Commercial Holding Capital Markets
Corp., PNC Capital Markets, Inc., Credit Suisse First Boston LLC, JPMorgan and
Wachovia Securities are required to purchase the certificates offered in this
prospectus supplement (in the amounts set forth in this prospectus supplement)
from Deutsche Mortgage & Asset Receiving Corporation, subject to certain
conditions. Deutsche Mortgage & Asset Receiving Corporation expects to receive
from the sale of the certificates offered in this prospectus supplement
approximately ___% of the initial aggregate certificate balance of the
certificates offered in this prospectus supplement, plus accrued interest,
before deducting expenses payable by it. The underwriters expect to deliver the
certificates offered in this prospectus supplement to purchasers on or about
August __, 2005.
DEUTSCHE BANK SECURITIES
SOLE BOOK RUNNING MANAGER AND LEAD MANAGER
GMAC PNC CAPITAL CREDIT SUISSE JPMORGAN WACHOVIA
COMMERCIAL HOLDING MARKETS, INC. FIRST BOSTON CO-MANAGER SECURITIES
CAPITAL MARKETS CORP. CO-MANAGER CO-MANAGER CO-MANAGER
CO-MANAGER
THE DATE OF THIS PROSPECTUS SUPPLEMENT , 2005
COMM 2005--C6
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
GEOGRAPHIC OVERVIEW OF MORTGAGE POOL
[Map Graphic Omitted]
COLORADO NORTH CAROLINA ALABAMA
- -------- -------------- -------
2 Properties 18 Properties 8 Properties
$22,500,000 $72,144,990 $69,119,090
0.98% of total 3.16% of total 3.02% of total
MASSACHUSETTS GEORGIA LOUISIANA
- ------------- ------- ---------
1 Property 4 Properties 1 Property
$7,440,000 $33,879,603 $6,500,000
0.33% of total 1.48% of total 0.28% of total
NEW YORK SOUTH CAROLINA MARYLAND
- -------- -------------- --------
21 Properties 5 Properties 5 Properties
$390,458,413 $19,351,531 $62,794,122
17.08% of total 0.85% of total 2.75% of total
INDIANA VIRGINIA ILLINOIS
- ------- -------- --------
1 Property 4 Properties 2 Properties
$9,090,398 $85,700,000 $9,221,721
0.40% of total 3.75% of total 0.40% of total
MINNESOTA DISTRICT OF COLUMBIA NEW MEXICO
- --------- -------------------- ----------
2 Properties 1 Property 1 Property
$6,183,354 $13,144,000 $2,754,426
0.27% of total 0.58% of total 0.12% of total
NEBRASKA WASHINGTON OHIO
- -------- ---------- ----
1 Property 2 Properties 3 Properties
$2,051,000 $31,545,658 $11,851,275
0.09% of total 1.38% of total 0.52% of total
KENTUCKY OREGON PENNSYLVANIA
- -------- ------ ------------
3 Properties 1 Property 5 Properties
$30,907,000 $22,800,000 $60,945,694
1.35% of total 1.00% of total 2.67% of total
MISSOURI ARIZONA MICHIGAN
- -------- ------- --------
1 Property 7 Properties 7 Properties
$4,146,207 $54,580,767 $39,069,626
0.18% of total 2.39% of total 1.71% of total
KANSAS SOUTHERN CALIFORNIA FLORIDA
- ------ ------------------- -------
1 Property 18 Properties 26 Properties
$3,143,707 $503,752,622 $234,255,773
0.14% of total 22.04% of total 10.25% of total
NEVADA NORTHERN CALIFORNIA TEXAS
- ------ ------------------- -----
2 Properties 3 Properties 28 Properties
$61,100,000 $157,193,016 $216,304,311
2.67% of total 6.88% of total 9.46% of total
TENNESSEE OKLAHOMA CONNECTICUT
- --------- -------- -----------
3 Properties 2 Properties 1 Property
$17,896,994 $14,558,971 $9,250,000
0.78% of total 0.64% of total 0.40% of total
MORTGAGED PROPERTIES BY PROPERTY TYPE
- -------------------------------------
[Table below represents pie chart in the printed piece]
SELF STORAGE 6.48%
INDUSTRIAL 1.32%
MULTIFAMILY(1) 26.24%
OFFICE 25.49%
RETAIL 24.03%
HOTEL 9.16%
MIXED USE 7.29%
(1) Multifamily includes 1.35% Manufactured Housing
[Graphic Omitted]
LAKEWOOD CENTER
[Graphic Omitted]
GENERAL MOTORS BUILDING - INTERIOR
[Graphic Omitted]
KAISER CENTER
[Graphic Omitted]
GENERAL MOTORS BUILDING
[Graphic Omitted]
LONGACRE HOUSE
[Graphic Omitted]
LOEWS UNIVERSAL HOTEL PORTFOLIO
[Graphic Omitted]
PORTOFINO BAY HOTEL
[Graphic Omitted]
HARD ROCK HOTEL
[Graphic Omitted]
ROYAL PACIFIC HOTEL
[Graphic Omitted]
PRIVATE MINI STORAGE PORTFOLIO
[Graphic Omitted]
ONE COLORADO SHOPPING CENTER
[Graphic Omitted]
COMMUNITIES AT SOUTHWOOD
[Graphic Omitted]
TROPICANA CENTER
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
Information about the certificates offered in this prospectus supplement is
contained 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 certificates offered in this prospectus supplement; and (b)
this prospectus supplement, which describes the specific terms of the
certificates offered in this prospectus supplement. If the terms of the
certificates offered in this prospectus supplement vary between this prospectus
supplement and the accompanying prospectus, you should rely on the information
in this prospectus supplement.
In addition, we have filed with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended, with
respect to the certificates offered in this prospectus supplement. This
prospectus supplement and the accompanying prospectus form a part of that
registration statement. However, this prospectus supplement and the accompanying
prospectus do not contain all of the information contained in our registration
statement. For further information regarding the documents referred to in this
prospectus supplement and the accompanying prospectus, you should refer to our
registration statement and the exhibits to it. Our registration statement and
the exhibits to it can be inspected and copied at prescribed rates at the public
reference facilities maintained by the SEC at its public reference room, 450
Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Copies of these materials can also be obtained electronically through the SEC's
internet website (http://www.sec.gov).
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 from that contained in this
prospectus supplement and the prospectus. The information in this prospectus
supplement is accurate only as of the date of this prospectus supplement.
This prospectus supplement and the accompanying prospectus include cross
references to sections in these materials where you can find further related
discussions. The tables of contents in this prospectus supplement and the
prospectus identify the pages where these sections are located.
Certain capitalized terms are defined and used in this prospectus
supplement and the prospectus to assist you in understanding the terms of the
certificates offered in this prospectus supplement and this offering. The
capitalized terms used in this prospectus supplement are defined on the pages
indicated under the caption "INDEX OF DEFINED TERMS" beginning on page S-218 in
this prospectus supplement. The capitalized terms used in the prospectus are
defined on the pages indicated under the caption "INDEX OF DEFINED TERMS"
beginning on page 118 in the prospectus.
----------------------------
In this prospectus supplement, the terms "Depositor," "we," "us" and "our"
refer to Deutsche Mortgage & Asset Receiving Corporation.
S-3
NOTICE TO RESIDENTS OF THE UNITED KINGDOM
The trust fund described in this prospectus supplement is a collective
investment scheme as defined in the Financial Services and Markets Act 2000
("FSMA") of the United Kingdom. It has not been authorized, or otherwise
recognized or approved by the United Kingdom's Financial Services Authority and,
as an unregulated collective investment scheme, accordingly cannot be marketed
in the United Kingdom to the general public.
The distribution of this prospectus supplement (A) 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.") of the Financial Services and Market Act 2000 (Financial
Promotion) Order 2001 (all such persons together being referred to as "FPO
PERSONS"), and (B) if made by a person who is 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 participating in
unregulated collective investment schemes, or (3) are persons falling within
Article 22(2)(a) through (d) ("high net worth companies, unincorporated
associations, etc.") of the Financial Services and Market Act 2000 (Promotion of
Collective Investment Schemes) (Exemptions) Order 2001 (all such persons
together being referred to as "PCIS PERSONS" and together with the FPO Persons,
the "RELEVANT PERSONS"). This prospectus supplement must not be acted on or
relied on by persons who are not Relevant Persons. Any investment or investment
activity to which this prospectus supplement relates, including the certificates
offered in this prospectus supplement, 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 trust fund and that compensation will not be available
under the United Kingdom Financial Services Compensation Scheme.
S-4
EXECUTIVE SUMMARY
This Executive Summary does not include all of the information you need to
consider in making your investment decision. You are advised to carefully read,
and should rely solely on, the detailed information appearing elsewhere in this
prospectus supplement and the prospectus relating to the certificates offered in
this prospectus supplement and the underlying mortgage loans.
INITIAL APPROXIMATE APPROXIMATE
ANTICIPATED CERTIFICATE PERCENT ASSUMED INITIAL WEIGHTED
RATINGS BALANCE OR OF APPROXIMATE DESCRIPTION FINAL PASS- AVERAGE
(S&P/ NOTIONAL TOTAL CREDIT OF PASS-THROUGH DISTRIBUTION THROUGH LIFE PRINCIPAL
CLASS MOODY'S) BALANCE(1) CERTIFICATES SUPPORT RATE DATE(2) RATE (YRS.)(3) WINDOW(3)
- ------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATES OFFERED
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-1(4)(10) AAA/Aaa $ 48,000,000 2.10% 20.000%(5) Fixed(6) January 10, 2010 % 2.58 9/05-1/10
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-2(4) AAA/Aaa $ 185,500,000 8.12% 20.000%(5) Fixed(6) July 10, 2010 % 4.63 1/10-7/10
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-3 (4) AAA/Aaa $ 59,600,000 2.61% 20.000%(5) Fixed(6) August 10, 2012 % 6.88 6/12-8/12
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-4 (4) AAA/Aaa $ 35,500,000 1.55% 20.000%(5) Fixed(6) January 10, 2015 % 9.01 7/14-1/15
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-AB (4) AAA/Aaa $ 71,900,000 3.15% 20.000%(5) Fixed(6) July 10, 2014 % 6.95 7/10-7/14
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-5A(4) AAA/Aaa $ 800,596,000 35.03% 30.000%(5) Fixed(6) July 10, 2015 % 9.82 1/15-7/15
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-5B(4) AAA/Aaa $ 114,371,000 5.00% 20.000%(5) Fixed(6) July 10, 2015 % 9.89 7/15-7/15
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-1A(4) AAA/Aaa $ 513,040,000 22.45% 20.000%(5) Fixed(6) August 10, 2015 % 7.93 9/05-8/15
Variable Interest
- ------------------------------------------------------------------------------------------------------------------------------------
Class X-P(11) AAA/Aaa $ N/A N/A Only(7) % N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-J AAA/Aaa $ 171,422,000 7.50% 12.500% Fixed(6) August 10, 2015 % 9.98 8/15-8/15
- ------------------------------------------------------------------------------------------------------------------------------------
Class B AA/Aa2 $ 45,712,000 2.00% 10.500% Fixed(6) August 10, 2015 % 9.98 8/15-8/15
- ------------------------------------------------------------------------------------------------------------------------------------
Class C AA-/Aa3 $ 20,000,000 0.88% 9.625% Fixed(6) August 10, 2015 % 9.98 8/15-8/15
- ------------------------------------------------------------------------------------------------------------------------------------
Class D A/A2 $ 37,141,000 1.62% 8.000% Fixed(6) August 10, 2015 % 9.98 8/15-8/15
- ------------------------------------------------------------------------------------------------------------------------------------
PRIVATE CERTIFICATES(8)
- ------------------------------------------------------------------------------------------------------------------------------------
Variable Interest July 10, 2030 % N/A N/A
Class X-C(11) AAA/Aaa $2,285,634,267(7) N/A N/A Only(7) July 10, 2030 % N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Class E A-/A3 $ 28,570,000 1.25% 6.750% Fixed(6) August 10, 2015 % 9.98 8/15-8/15
- ------------------------------------------------------------------------------------------------------------------------------------
Class F BBB+/Baa1 $ 25,714,000 1.13% 5.625% Fixed(6) August 10, 2015 % 9.98 8/15-8/15
- ------------------------------------------------------------------------------------------------------------------------------------
Class G BBB/Baa2 $ 25,713,000 1.12% 4.500% Fixed(6) August 10, 2015 % 9.98 8/15-8/15
- ------------------------------------------------------------------------------------------------------------------------------------
Class H BBB-/Baa3 $ 22,857,000 1.00% 3.500% Fixed(6) August 10, 2015 % 9.98 8/15-8/15
- ------------------------------------------------------------------------------------------------------------------------------------
Class J BB+/Ba1 $ 14,285,000 0.62% 2.875% Fixed(9) September 10, 2015 % 10.01 8/15-9/15
- ------------------------------------------------------------------------------------------------------------------------------------
Class K BB/Ba2 $ 11,428,000 0.50% 2.375% Fixed(9) June 10, 2016 % 10.10 9/15-6/16
- ------------------------------------------------------------------------------------------------------------------------------------
Class L BB-/Ba3 $ 5,714,000 0.25% 2.125% Fixed(9) March 10, 2019 % 12.24 6/16-3/19
- ------------------------------------------------------------------------------------------------------------------------------------
Class M B+/NR $ 14,285,000 0.62% 1.500% Fixed(9) August 10, 2020 % 14.82 3/19-8/20
- ------------------------------------------------------------------------------------------------------------------------------------
Class N B/NR $ 2,857,000 0.12% 1.375% Fixed(9) August 10, 2020 % 14.98 8/20-8/20
- ------------------------------------------------------------------------------------------------------------------------------------
Class O B-/NR $ 5,714,000 0.25% 1.125% Fixed(9) August 10, 2020 % 14.98 8/20-8/20
- ------------------------------------------------------------------------------------------------------------------------------------
Class P NR/NR $ 25,715,267 1.13% 0.000% Fixed(9) July 10, 2030 % 15.52 8/20-7/30
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Approximate; subject to a variance of plus or minus 5%.
(2) The assumed final distribution date with respect to any class of
certificates offered in this prospectus supplement is the distribution date
on which the final distribution would occur for that class of certificates
based upon the assumption that no mortgage loan is prepaid prior to its
stated maturity date and otherwise based on modeling assumptions described
in this prospectus supplement. The actual performance and experience of the
mortgage loans will likely differ from such assumptions. The rated final
distribution date for each class of certificates offered in this prospectus
supplement is the distribution date in June 2044. See "Yield and Maturity
Considerations" and "Ratings" in this prospectus supplement.
(3) The weighted average life and principal window during which distributions
of principal would be received as set forth in the table with respect to
each class of certificates is based on (i) modeling assumptions and
prepayment assumptions described in this prospectus supplement, (ii)
assumptions that there are no prepayments or losses on the mortgage loans,
and (iii) assumptions that there are no extensions of maturity dates.
(4) For purposes of making distributions to the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-AB, Class A-5A, Class A-5B and Class A-1A
Certificates, the pool of mortgage loans will be deemed to consist of two
distinct Loan Groups, Loan Group 1 and Loan Group 2. Loan Group 1 will
consist of 103 mortgage loans, representing approximately 77.55% of the
outstanding pool balance. Loan Group 2 will consist of 35 mortgage loans,
representing approximately 22.45% of the outstanding pool balance. Loan
Group 2 will include approximately 88.04% of all the mortgage loans secured
by multifamily properties and approximately 39.81% of all the mortgage
loans secured by manufactured housing community properties.
S-5
So long as funds are sufficient on any distribution date to make
distributions of all interest on such distribution date to the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5A, Class A-5B, Class
A-1A, Class X-C and Class X-P Certificates, interest distributions on the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5A and
Class A-5B 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. In addition, generally, the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB, Class A-5A and Class A-5B Certificates
will be entitled to receive distributions of principal collected or
advanced in respect of mortgage loans in Loan Group 1, and after the
certificate principal balance of the Class A-1A Certificates has been
reduced to zero, Loan Group 2, and the Class A-1A Certificates will be
entitled to receive distributions of principal collected or advanced in
respect of mortgage loans in Loan Group 2, and after the certificate
principal balance of the Class A-5B Certificates has been reduced to zero,
Loan Group 1. However, on and after any distribution date on which the
certificate principal balances of the Class A-J and Class B through Class P
Certificates have been reduced to zero, distributions of principal
collected or advanced in respect of the pool of mortgage loans will be
distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class A-5 and Class A-1A Certificates, pro rata, provided that amounts
distributed to the Class A-5 Certificates will be applied first to the
Class A-5A Certificates and then to the Class A-5B Certificates in this
prospectus supplement.
(5) Represents the approximate credit support for the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB, Class A-5A, Class A-5B and Class A-1A
Certificates in the aggregate. Additionally, the credit support for the
Class A-5A Certificates reflects the credit support provided by the Class
A-5B Certificates. References in this prospectus supplement to the Class
A-5 Certificates means the Class A-5A Certificates and the Class A-5B
Certificates.
(6) The pass-through rates applicable to the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-AB, Class A-5A, Class A-5B, Class A-1A, Class A-J, Class
B, Class C, Class D, Class E, Class F, Class G and Class H Certificates
will equal one of the following rates: (i) a fixed rate, (ii) a rate equal
to the lesser of the initial pass-through rate for that class (as described
in "Executive Summary-The Certificates" in this prospectus supplement) and
the weighted average net mortgage pass-through rate, (iii) a rate equal to
the weighted average net mortgage pass-through rate less a specified
percentage or (iv) a rate equal to the weighted average net mortgage
pass-through rate.
(7) The Class X-C and Class X-P Certificates will not have a certificate
balance. The interest accrual amounts on each of the Class X-C and Class
X-P Certificates will be calculated by reference to a notional amount equal
to the aggregate of the class principal balances of all or some of the
classes of certificates, as applicable. The pass-through rates on the Class
X-C and Class X-P Certificates in the aggregate will be based on the
weighted average of the interest strip rates of the components of the Class
X-C and Class X-P Certificates, which will be based on the net mortgage
rates applicable to the mortgage loans as of the preceding distribution
date minus the pass-through rates of such components. See "Description of
the Offered Certificates-General" and "-Distributions" in this prospectus
supplement.
(8) Not offered hereby.
(9) The pass-through rates on the Class J, Class K, Class L, Class M, Class N,
Class O and Class P Certificates will, at all times, equal to the lesser of
(i) the weighted average net mortgage pass-through rate, and (ii) a fixed
rate.
(10) The Class A-1 Certificate consists of a REMIC regular interest and
beneficial ownership of a portion of the grantor trust consisting of
certain yield maintenance amounts that may be payable by the related
mortgage loan seller in respect of the Yorktowne Plaza loan.
(11) Each Class X-C and Class X-P Certificate consists of a REMIC regular
interest and beneficial ownership of a portion of the grantor trust
consisting of certain yield maintenance amounts that may be payable by the
related mortgage loan seller in respect of the Yorktowne Plaza loan.
THE CLASS R AND CLASS LR CERTIFICATES ARE NOT REPRESENTED IN THIS TABLE.
S-6
The following table shows information regarding the mortgage loans and the
mortgaged properties as of the cut-off date. All weighted averages set forth
below are based on the principal balances of the mortgage loans as of such date.
THE MORTGAGE POOL
Outstanding Pool Balance as of the Cut-off Date(1) ......... $2,285,634,268
Number of Mortgage Loans ................................... 138
Number of Mortgaged Properties ............................. 190
Average Mortgage Loan Balance .............................. $16,562,567
Weighted Average Mortgage Rate(2) .......................... 5.3505%
Weighted Average Remaining Term to Maturity (in months) .... 110
Weighted Average Debt Service Coverage Ratio(3) ............ 1.60x
Weighted Average Loan-to-Value Ratio(3) .................... 68.08%
- --------------
(1) Subject to a permitted variance of plus or minus 5%.
(2) With respect to the Mortgage Loans known as the "Lakewood Center" loan and
the "General Motors Building" loan, the interest rate used in this
calculation is 5.5127% and 5.2420%, respectively. The interest rates for
the Lakewood Center loan and the General Motors Building loan will vary
throughout their respective loan terms. The interest rates for the Lakewood
Center loan and the General Motors Building loan are set forth on Annex A-4
and Annex A-5 hereto, respectively.
(3) In the case of 2 mortgage loans, representing 7.61% of the outstanding pool
balance as of the cut-off date with one or more companion loans that are
not included in the trust, DSCR and LTV ratio have been calculated based on
the mortgage loans included in the trust and the mortgage loans that are
not included in the trust but are PARI PASSU in right of payment with the
mortgage loans included in the trust, but excluding the related subordinate
companion loan. In addition, in the case of five mortgage loans,
representing 11.11% of the outstanding pool balance and 14.33% of the Loan
Group 1 balance as of the cut-off date, each with a subordinate companion
loan that is not included in the trust, and, unless otherwise indicated,
LTV ratio and DSCR have been calculated based on the mortgage loan included
in the trust, but excluding such subordinate companion loan. LTV ratio and
DSCR were calculated based on the mortgage loan principal balance as of the
cut-off date, after netting out holdback reserve amounts for 4 mortgage
loans with an aggregate principal balance as of the cut-off date of
$125,046,303, representing 5.47% of the outstanding pool balance, 6.27% of
the Loan Group 1 balance and 2.72% of the Loan Group 2 balance as of the
cut-off date, as described in the definition of "UW NCF DSCR" and "LTV" in
the section "Description of the Mortgage Pool-Additional Loan
Information-Definitions" in this prospectus supplement. With respect to the
mortgage loan known as "1710 Broadway," representing 1.53% of the
outstanding pool balance as of the cut-off date and 1.97% of the initial
Loan Group 1 Balance, the mortgage loan is fully recourse to the sponsor
(up to $13,000,000, which amount may be reduced under certain
circumstances) until the mortgaged property achieves a minimum DSCR of
1.25x. The DSCR for the mortgage loan is shown throughout this prospectus
supplement at 1.25x, reflecting the threshold at which the full recourse
guaranty will be released. The current calculated underwritten DSCR during
the initial 60-month interest only period is 1.35x and during the
amortizing period is 1.10x.
S-7
TABLE OF CONTENTS
EXECUTIVE SUMMARY ................................... S-5 Definitive Certificates .......................... S-149
SUMMARY OF THE PROSPECTUS YIELD AND MATURITY CONSIDERATIONS ................... S-149
SUPPLEMENT ....................................... S-10 Yield Considerations ............................. S-149
RISK FACTORS ........................................ S-34 Weighted Average Life ............................ S-151
Risks Related to the Mortgage Loans .............. S-34 Certain Price/Yield Tables ....................... S-154
Conflicts of Interest ............................ S-61 Weighted Average Life and Yield Sensitivity
Risks Related to the Offered Certificates ........ S-65 of the Class X-P Certificates .................. S-162
DESCRIPTION OF THE MORTGAGE POOL .................... S-70 THE POOLING AND SERVICING
General .......................................... S-70 AGREEMENT ........................................ S-164
Security for the Mortgage Loans .................. S-71 General .......................................... S-164
The Mortgage Loan Sellers ........................ S-71 Servicing of the Mortgage Loans; Collection
Certain Underwriting Matters ..................... S-72 of Payments .................................... S-164
Underwriting Standards ........................... S-75 Advances ......................................... S-166
GACC's Underwriting Standards .................... S-75 Accounts ......................................... S-171
GMACCM's Underwriting Standards .................. S-76 Enforcement of "Due-On-Sale" and
PNC Bank's Underwriting Standards ................ S-77 "Due-On-Encumbrance" Clauses ................... S-172
Split Loan Structures ............................ S-79 Inspections ...................................... S-174
The Lakewood Center Loan ......................... S-79 Insurance Policies ............................... S-175
Rights of the Holder of the Lakewood Assignment of the Mortgage Loans ................. S-178
Center B Loan .................................. S-80 Representations and Warranties; Repurchase;
The General Motors Building Loan ................. S-83 Substitution ................................... S-178
Rights of the Class GMB Directing Certain Matters Regarding the Depositor,
Certificateholder and the Holders the Servicers and the Special Servicer ......... S-182
of the General Motors Building Events of Default ................................ S-184
Senior Loans ................................... S-85 Rights Upon Event of Default ..................... S-185
The Loews Universal Hotel Portfolio Loan ......... S-89 Amendment ........................................ S-186
Rights of the Class UHP Directing Voting Rights .................................... S-187
Certificateholder and the Holders Sale of Defaulted Mortgage Loans ................. S-187
of the Loews Universal Hotel Portfolio Realization Upon Defaulted Mortgage
Senior Loans ................................... S-91 Loans .......................................... S-189
The PNC/Mezz Cap Whole Loans ..................... S-96 Modifications .................................... S-191
Rights of the Holders of the PNC/Mezz Optional Termination ............................. S-192
Cap B Loans .................................... S-97 The Trustee ...................................... S-193
Additional Loan Information ...................... S-99 Duties of the Trustee ............................ S-194
Certain Terms and Conditions of the The Servicers .................................... S-195
Mortgage Loans ................................. S-113 Servicing Compensation and Payment of
Changes in Mortgage Pool Characteristics ......... S-122 Expenses ....................................... S-196
DESCRIPTION OF THE OFFERED Special Servicing ................................ S-197
CERTIFICATES ..................................... S-123 Servicing of the Non-Serviced
General .......................................... S-123 Mortgage Loans ................................. S-205
Distributions .................................... S-127 Servicers and Special Servicer Permitted
Class A-AB Planned Principal Balance ............. S-139 to Buy Certificates ............................ S-205
Prepayment Premiums and Yield Reports to Certificateholders; Available
Maintenance Charges ............................ S-139 Information .................................... S-206
Realized Losses .................................. S-140 Other Information ................................ S-207
Prepayment Interest Shortfalls ................... S-142 USE OF PROCEEDS ..................................... S-209
Subordination .................................... S-143 CERTAIN FEDERAL INCOME TAX CONSEQUENCES ............. S-209
Appraisal Reductions ............................. S-143 ERISA CONSIDERATIONS ................................ S-211
Delivery, Form and Denomination .................. S-146 LEGAL INVESTMENT .................................... S-213
Book-Entry Registration .......................... S-147
S-8
METHOD OF DISTRIBUTION .............................. S-215 ANNEX A-4 LAKEWOOD CENTER LOAN
LEGAL MATTERS ....................................... S-216 INTEREST RATE SCHEDULE ........................... A-4
RATINGS ............................................. S-216 ANNEX A-5 GENERAL MOTORS BUILDING
LEGAL ASPECTS OF MORTGAGE LOANS ..................... S-217 LOAN (A NOTE) INTEREST RATE
INDEX OF DEFINED TERMS .............................. S-218 SCHEDULE ......................................... A-5
ANNEX A-1 CERTAIN CHARACTERISTICS ANNEX A-6 GENERAL MOTORS BUILDING
OF THE MORTGAGE LOANS ............................ A-1 LOAN (WHOLE LOAN) INTEREST RATE
ANNEX A-2 CERTAIN CHARACTERISTICS SCHEDULE ........................................ A-6
OF THE MULTIFAMILY AND ANNEX A-7 CLASS A-AB PLANNED
MANUFACTURED HOUSING LOANS ....................... A-2 PRINCIPAL BALANCE ................................ A-7
ANNEX A-3 RATES USED IN ANNEX B DESCRIPTION OF TOP TEN
DETERMINATION OF THE CLASS X-C MORTGAGE LOANS ................................... B-1
AND CLASS X-P PASS-THROUGH RATES ................. A-3 ANNEX C GLOBAL CLEARANCE,
SETTLEMENT AND TAX
DOCUMENTATION PROCEDURES ......................... C-1
S-9
SUMMARY OF THE PROSPECTUS SUPPLEMENT
THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS
SUPPLEMENT AND DOES NOT INCLUDE ALL OF THE RELEVANT INFORMATION YOU NEED TO
CONSIDER IN MAKING YOUR INVESTMENT DECISION. YOU ARE ADVISED TO CAREFULLY READ,
AND SHOULD RELY SOLELY ON, THE DETAILED INFORMATION APPEARING ELSEWHERE IN THIS
PROSPECTUS SUPPLEMENT AND IN THE ACCOMPANYING PROSPECTUS.
Title of Certificates ......... COMM 2005-C6 Commercial Mortgage Pass-Through
Certificates.
RELEVANT PARTIES AND DATES
DEPOSITOR ..................... DEUTSCHE MORTGAGE & ASSET RECEIVING
CORPORATION.
Servicers ..................... (a) Midland Loan Services, Inc., a Delaware
corporation, with respect to all of the
mortgage loans other than (i) the mortgage
loans sold to the Depositor by GMAC Commercial
Mortgage Corporation, one of the mortgage loan
sellers and (ii) the Loews Universal Hotel
Portfolio loan and (b) GMAC Commercial Mortgage
Corporation, a California corporation, with
respect to the mortgage loans sold to the
Depositor by GMAC Commercial Mortgage
Corporation and the Loews Universal Hotel
Portfolio loan.
Midland Loan Services, Inc. is an affiliate of
PNC Bank, National Association, one of the
mortgage loan sellers and PNC Capital Markets,
Inc., one of the underwriters. Midland Loan
Services, Inc.'s principal address is 10851
Mastin Street, Building 82, Suite 700, Overland
Park, Kansas 66210. GMAC Commercial Mortgage
Corporation is also one of the mortgage loan
sellers and is an affiliate of GMAC Commercial
Holding Capital Markets Corp., one of the
underwriters. GMAC Commercial Mortgage
Corporation's principal address is 200 Witmer
Road, Horsham, Pennsylvania 19044. See "The
Pooling and Servicing Agreement--The Servicers"
in this prospectus supplement.
The General Motors Building loan will be
serviced by Midland Loan Services, Inc.
pursuant to the terms of a separate pooling and
servicing agreement. The Loews Universal Hotel
Portfolio loan will be serviced by GMAC
Commercial Mortgage Corporation pursuant to the
terms of a separate pooling and servicing
agreement. See "The Mortgage Loans--The
Non-Serviced Mortgage Loans" below.
Special Servicer .............. GMAC Commercial Mortgage Corporation, a
California corporation, with respect to all of
the mortgage loans other than the two mortgage
loans known as the General Motors Building loan
and the Loews Universal Hotel Portfolio loan.
GMAC Commercial Mortgage Corporation's
principal address as special servicer is 550
California Street, 12th Floor, San Francisco,
CA 94104. See "The Pooling and Servicing
Agreement--Special Servicing--The Special
Servicer" in this prospectus supplement.
The General Motors Building mortgage loan will
be specially serviced by LNR Partners, Inc.
pursuant to the terms of a separate pooling and
servicing agreement and the Loews
S-10
Universal Hotel Portfolio loan will be
specially serviced by J.E. Robert Company, Inc.
pursuant to the terms of a separate pooling and
servicing agreement. LNR Partners, Inc.'s
address is 1601 Washington Avenue, Suite 800,
Miami Beach, Florida 33139. J.E. Robert
Company, Inc.'s address is 1650 Tysons
Boulevard, Suite 1600, McLean, Virginia 22102.
See "--The Mortgage Loans--The Non-Serviced
Mortgage Loans" below.
Trustee
.............................. Wells Fargo Bank, N.A., a national banking
association. The Trustee's address is 9062 Old
Annapolis Road, Columbia, Maryland 21045-1951,
Attention: Corporate Trust Services (COMM
2005-C6). See "The Pooling and Servicing
Agreement--The Trustee" in this prospectus
supplement.
The Directing
Certificateholder ............. With respect to each mortgage loan other than a
mortgage loan that is part of a split loan
structure, the directing certificateholder will
be the controlling class representative. With
respect to each mortgage loan that is part of a
split loan structure, the directing
certificateholder will be as specified in the
definition of "Directing Certificateholder" as
set forth in "The Pooling and Servicing
Agreement--Special Servicing--The Directing
Certificateholder" in this prospectus
supplement.
The Controlling Class
Representative ................ Generally, the controlling class
certificateholder selected by more than 50% of
the controlling class certificateholders, by
certificate balance.
Mortgage Loan Sellers ......... (1) German American Capital Corporation, an
affiliate of (a) Deutsche Bank Securities Inc.,
an underwriter, and (b) Deutsche Mortgage &
Asset Receiving Corporation, the Depositor; (2)
GMAC Commercial Mortgage Corporation, who is
also one of the servicers and the special
servicer, and is also an affiliate of GMAC
Commercial Holding Capital Markets Corp., an
underwriter; and (3) PNC Bank, National
Association, an affiliate of (a) Midland Loan
Services, Inc., the other servicer, and (b) PNC
Capital Markets, Inc., an underwriter. See
"Description of the Mortgage Pool--The Mortgage
Loan Sellers" in this prospectus supplement.
The mortgage loans were originated or purchased
by the mortgage loan sellers (or an affiliate
of such mortgage loan seller) as follows:
INITIAL %OF CUT-OFF
NUMBER OF OUTSTANDING % OF INITIAL % OF INITIAL DATE
MORTGAGE POOL LOAN GROUP 1 LOAN GROUP 2 PRINCIPAL
MORTGAGE LOAN SELLER LOANS BALANCE BALANCE BALANCE BALANCE
- ------------------------ --------- ---------- ------- ------- -------
German American Capital
Corporation ................ 31 42.11% 38.91% 53.17% $962,588,155
GMAC Commercial Mortgage
Corporation ................ 62 41.71% 43.48% 35.57% $953,241,589
PNC Bank, National Association .. 45 16.18% 17.60% 11.25% $369,804,523
--- ------- ------- ------- --------------
138 100.00% 100.00% 100.00% $2,285,634,268
=== ======= ======= ======= ==============
S-11
Underwriters .................. Deutsche Bank Securities Inc., GMAC Commercial
Holding Capital Markets, Corp., PNC Capital
Markets, Inc., Credit Suisse First Boston LLC,
JPMorgan and Wachovia Securities. The
underwriters are required to purchase the
certificates offered in this prospectus
supplement from the Depositor (in the amounts
set forth in this prospectus supplement under
"Method of Distribution"), subject to certain
conditions. See "Method of Distribution" in
this prospectus supplement.
Cut-off Date .................. With respect to each mortgage loan, the later
of August 1, 2005 and the date of origination
of the mortgage loan.
Closing Date .................. On or about August , 2005.
Distribution Date ............. The 10th day of each month, or if the 10th day
is not a business day, the business day
immediately following that 10th day, commencing
in September 2005.
Record Date ................... With respect to any distribution date, the
close of business on the last business day of
the preceding month.
Determination Date ............ The earlier of (i) the sixth day of the month
in which the related distribution date occurs,
or if the sixth day is not a business day, then
the immediately preceding business day, and
(ii) the fourth business day prior to the
related distribution date.
Collection Period ............. With respect to any distribution date, the
period that begins immediately following the
determination date in the calendar month
preceding the month in which that distribution
date occurs (or, in the case of the initial
distribution date, immediately following the
cut-off date) and ends on the determination
date in the calendar month in which that
distribution date occurs, provided, that with
respect to the payment by a borrower of a
balloon payment on its related due date or
during its related grace period, the collection
period will extend up to and including the
business day prior to the business day
preceding the related distribution date.
Interest Accrual Period ....... With respect to any distribution date, the
calendar month immediately preceding the month
in which the distribution date occurs.
Calculations of interest due in respect of the
certificates will be made on the basis of a
360-day year consisting of twelve 30-day
months.
CERTIFICATES OFFERED
General ....................... The Depositor is offering hereby the following
13 classes of commercial mortgage pass-through
certificates:
o Class A-1
o Class A-2
o Class A-3
o Class A-4
o Class A-AB
o Class A-5A
S-12
o Class A-5B
o Class A-1A
o Class X-P
o Class A-J
o Class B
o Class C
o Class D
The trust created by the Depositor will consist
of a total of 27 classes, the following 14 of
which are not being offered through this
prospectus supplement and the accompanying
prospectus: Class X-C, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class R and Class
LR.
The certificates will represent beneficial
ownership interests in the trust. The trust's
assets will primarily consist of 138 mortgage
loans secured by first liens on 190 commercial,
multifamily and manufactured housing community
properties.
Certificate Balances Your certificates have the approximate
aggregate initial certificate balance/notional
balance set forth below, subject to a permitted
variance of plus or minus 5%.
Class A-1 .... $ 48,000,000 principal balance
Class A-2 .... $185,500,000 principal balance
Class A-3 .... $ 59,600,000 principal balance
Class A-4 .... $ 35,500,000 principal balance
Class A-AB ... $ 71,900,000 principal balance
Class A-5A ... $800,596,000 principal balance
Class A-5B ... $114,371,000 principal balance
Class A-1A ... $513,040,000 principal balance
Class X-P .... $ notional balance
Class A-J .... $171,422,000 principal balance
Class B ...... $ 45,712,000 principal balance
Class C ...... $ 20,000,000 principal balance
Class D ...... $ 37,141,000 principal balance
The certificates that are not offered in this
prospectus supplement (other than the Class R
and Class LR Certificates) will have the
initial aggregate certificate balances or
notional balance, as applicable, as set forth
under "Executive Summary--The Certificates" in
this prospectus supplement.
The Class X-C and Class X-P Certificates will
not have certificate balances or entitle their
holders to distributions of principal. The
Class X-C and Class X-P Certificates will,
however, represent the right to receive
distributions of interest accrued as described
in this prospectus supplement on a notional
balance. The notional balance of the Class X-C
Certificates will be based on the aggregate of
the certificate balances of all of the
certificates (other than the Class X-C, Class
X-P, Class R and Class LR Certificates). The
notional balance of the Class X-P Certificates,
for any
S-13
distribution date, will equal the sum of the
principal balances of one or more classes of
principal balance certificates or designated
components of those classes, and those classes
and components and their principal balances
will vary over time. The classes of
certificates and designated components of those
classes that will form part of the total
notional balance of the Class X-P Certificates
for each distribution date are described under
"Description of the Offered
Certificates-General" in this prospectus
supplement.
See "DESCRIPTION OF THE OFFERED
CERTIFICATES--GENERAL" and "--DISTRIBUTIONS" in
this prospectus supplement.
Pass-Through Rates ............ The certificates will accrue interest at an
annual rate called a pass-through rate which is
set forth below:
o The pass-through rates applicable to the
Class A-1, Class A-2, Class A-3, Class A-4,
Class A-AB, Class A-5A, Class A-5B, Class
A-1A, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G and Class H
Certificates will equal one of the
following rates: (i) a fixed rate, (ii) a
rate equal to the lesser of the initial
pass-through rate for that class (as
described in "EXECUTIVE SUMMARY--THE
CERTIFICATES" in this prospectus
supplement) and the weighted average net
mortgage pass-through rate, (iii) a rate
equal to the weighted average net mortgage
pass-through rate less a specified
percentage or (iv) a rate equal to the
weighted average net mortgage pass-through
rate.
o The pass-through rates applicable to the
Class J, Class K, Class L, Class M, Class
N, Class O and Class P Certificates will,
at all times, be equal to a fixed rate per
annum subject to a cap of the weighted
average net mortgage pass-through rate.
o The Class R and Class LR Certificates will
not have pass-through rates. See
"DESCRIPTION OF THE OFFERED
CERTIFICATES--DISTRIBUTIONS--METHOD, TIMING
AND AMOUNT" and "--PAYMENT PRIORITIES" in
this prospectus supplement.
o The pass-through rate applicable to the
Class X-C Certificates for the initial
distribution date will equal approximately
% per annum. The pass-through rate for the
Class X-C Certificates for each
distribution date subsequent to the initial
distribution date will equal the weighted
average of certain strip rates applicable
to the respective classes of principal
balance certificates or to designated
components of those classes, with the
relevant weighting to be done based upon
the relative sizes of those classes or
components. In that regard, although the
outstanding principal balance of each class
of principal balance certificates is
represented in the total notional amount of
the Class X-C Certificates, in the case of
one or more classes of principal balance
certificates, that principal balance is
divided into two or more components for
purposes of the calculation of the
pass-through rate for the Class X-C
Certificates from time to time.
S-14
o The pass-through rate applicable to the
Class X-P Certificates for the initial
distribution date will be % per annum. The
pass-through rate for the Class X-P
Certificates, for each distribution date
subsequent to the initial distribution
date through and including the
distribution date, will equal the weighted
average of certain respective strip rates
applicable to certain classes of principal
balance certificates or designated
components of those classes that in either
case form a part of the total notional
amount of the Class X-P Certificates
outstanding immediately prior to the
related distribution date, with the
relevant weighting to be done based upon
the relative sizes of those classes or
components. The strip rates applicable to
the calculation of the pass-through rates
for the Class X-C and X-P Certificates are
described under "DESCRIPTION OF THE
OFFERED CERTIFICATES--PAYMENT
PRIORITIES--DISTRIBUTIONS" in this
prospectus supplement.
Distributions ................. On each distribution date, you will be entitled
to receive interest and principal distributions
from available funds in an amount equal to your
certificate's interest and principal
entitlement, subject to:
(i) payment of the respective interest
entitlement for any class of certificates
bearing an earlier alphabetical
designation (except in respect of the
distribution of interest among the Class
A-1, Class A-2, Class A-3, Class A-4,
Class A-AB, Class A-5, Class A-1A, Class
X-C and Class X-P Certificates, which will
have the same senior priority and except
that distributions to the Class A-J
Certificates are paid after distributions
to the foregoing classes, PROVIDED that if
any interest is distributed to the Class
A-5 Certificates it will be applied first
to the Class A-5A Certificates up to its
interest entitlement and then to the Class
A-5B Certificates up its interest
entitlement), and
(ii) if applicable, payment of the respective
principal entitlement for such
distribution date to outstanding classes
of certificates having an earlier
alphanumeric designation; PROVIDED,
HOWEVER, that the Class A-AB Certificates
have certain priority with respect to
reducing the principal balance of those
certificates to their planned principal
balance, as described in this prospectus
supplement, and provided, that the Class
A-J Certificates receive distributions
only after distributions are made to the
Class A-1, Class A-2, Class A-3, Class
A-4, Class A-AB, Class A-5 and Class A-1A
Certificates; and provided, further, that
principal distributed to the Class A-5
Certificates will be applied first to the
Class A-5A Certificates until reduced to
zero and then to the Class A-5B
Certificates until reduced to zero.
For purposes of making distributions to the
Class A-1, Class A-2, Class A-3, Class A-4,
Class A-AB, Class A-5 and Class A-1A
Certificates, the pool of mortgage loans will
be deemed to consist of two distinct groups,
Loan Group 1 and Loan Group 2. Loan Group 1
will consist of 103 mortgage loans,
representing approximately 77.55% of the
outstanding pool balance, and Loan Group 2 will
consist of 35 mortgage loans, representing
S-15
approximately 22.45% of the outstanding pool
balance. Loan Group 2 will include
approximately 88.04% of all the mortgage loans
secured by multifamily properties and
approximately 39.81% of all the mortgage loans
secured by manufactured housing community
properties. Annex A-1 to this prospectus
supplement will set forth the Loan Group
designation with respect to each of these
mortgage loans.
The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-AB, Class A-5A and Class A-5B
Certificates will have priority to payments
received in respect of mortgage loans included
in Loan Group 1. The Class A-1A Certificates
will have priority to payments received in
respect of mortgage loans included in Loan
Group 2. A description of the principal and
interest entitlement of each class of
certificates offered in this prospectus
supplement for each distribution date can be
found in "DESCRIPTION OF THE OFFERED
CERTIFICATES--DISTRIBUTIONS--METHOD, TIMING AND
AMOUNT," "--PAYMENT PRIORITIES" and
"--DISTRIBUTION OF AVAILABLE FUNDS" in this
prospectus supplement. The Class X-C and Class
X-P certificates will not be entitled to any
distributions of principal.
Prepayment Premiums;
Yield Maintenance Charges ... Prepayment premiums and yield maintenance
charges will be allocated as described in
"DESCRIPTION OF THE OFFERED
CERTIFICATES--PREPAYMENT PREMIUMS AND YIELD
MAINTENANCE CHARGES" in this prospectus
supplement.
Prepayment and Yield
Considerations .............. The yield to investors will be sensitive to the
timing of prepayments, repurchases or purchases
of mortgage loans, and the magnitude of losses
on the mortgage loans due to liquidations. The
yield to maturity on each class of certificates
offered in this prospectus supplement will be
sensitive to the rate and timing of principal
payments (including both voluntary and
involuntary prepayments, defaults and
liquidations) on the mortgage loans and
payments with respect to repurchases thereof
that are applied in reduction of the
certificate balance of that class. See "RISK
FACTORS--RISKS RELATED TO THE OFFERED
CERTIFICATES-- RISKS RELATED TO PREPAYMENTS AND
REPURCHASES" and "--YIELD CONSIDERATIONS" and
"YIELD AND MATURITY CONSIDERATIONS" in this
prospectus supplement and "Yield and Maturity
Considerations" in the prospectus.
Subordination; Allocation of
Losses and Certain Expenses.. The chart below describes the manner in which
the rights of various classes will be senior to
the rights of other classes. This subordination
will be effected in two ways: entitlement to
receive principal and interest on any
distribution date is in descending order and
loan losses are allocated in ascending order.
(However, no principal payments or principal
losses will be allocated to the Class X-C or
Class X-P Certificates, although mortgage loan
losses will reduce the notional balances of the
Class X-C Certificates and may reduce the
notional balance of the Class X-P Certificates
and, therefore, the amount of interest those
classes accrue.)
S-16
- -------------------------------------------
Class A-1, Class A-2, Class A-3, Class A-4,
Class A-AB*, Class A-5, Class A-1A**,
Class X-C*** and Class X-P***
- -------------------------------------------
|
|
----------------------
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
----------------------
* The Class A-AB Certificates have certain priority with respect to reducing
the principal balance of those certificates to their planned principal
balance, as described in this prospectus supplement.
S-17
** The Class A-1A Certificates have a priority
entitlement to principal payments received
in respect of mortgage loans included in
Loan Group 2. The Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB and Class
A-5 Certificates have a priority
entitlement to principal payments received
in respect of mortgage loans included in
Loan Group 1. Principal payments allocated
to Class A-5 Certificates will be applied
first to the Class A-5A Certificates up to
their principal entitlement and then to the
Class A-5B Certificates up to their
principal entitlement. See "DESCRIPTION OF
THE OFFERED
CERTIFICATES--DISTRIBUTIONS--METHOD, TIMING
AND AMOUNT" in thiS prospectus supplement.
*** The Class X-C Certificates are not offered
by this prospectus supplement and the Class
X-C and Class X-P Certificates are not
entitled to distributions of principal.
No other form of credit enhancement will be
available for the benefit of the holders of the
certificates offered in this prospectus
supplement.
Losses allocated to the Class A-5 Certificates
will be applied first to the Class A-5B
Certificates until reduced to zero and then to
the Class A-5A Certificates until reduced to
zero.
In certain circumstances, shortfalls in
mortgage loan interest that are the result of
the timing of prepayments and that are in
excess of the sum of (x) all or a portion of
the servicing fee payable to the applicable
servicer and (y) the amount of mortgage loan
interest that accrues and is collected with
respect to any principal prepayment that is
made after the date on which interest is due
will be allocated to, and be deemed distributed
to, each class of certificates (other than the
Class X-C, Class X-P, Class R and Class LR
Certificates), PRO RATA, based upon amounts
distributable in respect of interest to each
class. See "DESCRIPTION OF THE OFFERED
CERTIFICATES--PREPAYMENT INTEREST SHORTFALLS"
in this prospectus supplement.
Shortfalls in Available Funds.. The following types of shortfalls in available
funds will be allocated in the same manner as
mortgage loan losses:
o shortfalls resulting from additional
servicing compensation which each servicer
or special servicer is entitled to receive;
o shortfalls resulting from interest on
advances made by the servicers, the special
servicer or the trustee (to the extent not
covered by default interest and late
payment fees paid by the related borrower);
o shortfalls resulting from unanticipated
expenses of the trust (including, but not
limited to, expenses relating to
environmental assessments, appraisals, any
administrative or judicial proceeding,
management of REO properties, maintenance
of insurance policies, and permissible
indemnification); and
o shortfalls resulting from a reduction of a
mortgage loan's interest rate by a
bankruptcy court or from other
unanticipated or default-related expenses
of the trust.
S-18
THE MORTGAGE POOL
CHARACTERISTICS OF THE
MORTGAGE POOL
A. General ..................... For a more complete description of the mortgage
loans, see the following sections in this
prospectus supplement:
o Description of the Mortgage Pool;
o Annex A-1 (Certain Characteristics of the
Mortgage Loans); and
o Annex A-2 (Certain Characteristics of the
Multifamily and Manufactured Housing
Loans).
All numerical information provided in this
prospectus supplement with respect to the
mortgage loans is approximate. All weighted
average information regarding the mortgage
loans reflects weighting of the mortgage loans
by their respective principal balances as of
the cut-off date.
When information with respect to mortgaged
properties is expressed as a percentage of the
outstanding pool balance, the Loan Group 1
balance or the Loan Group 2 balance, the
percentages are based upon the outstanding
principal balance as of the cut-off date of the
related mortgage loan or allocated loan amount
attributed to such mortgaged property.
The information contained in the footnotes to
the chart below is applicable throughout this
prospectus supplement, unless otherwise
indicated.
ALL MORTGAGE LOANS LOAN GROUP 1 LOAN GROUP 2
-------------------------- -------------------------- --------------------------
Number of Mortgage Loans ...................... 138 103 35
Number of Mortgaged Properties ................ 190 149 41
Number of Balloon Mortgage Loans(1) ........... 76 63 13
Number of Hyper-Amortizing Loans .............. 0 0 0
Number of Fully Amortizing Mortgage Loans ..... 3 3 0
Number of Interest-Only Mortgage Loans(2) ..... 12 6 6
Number of Partial Interest-Only Balloon
Mortgage Loans(3) .......................... 47 31 16
Aggregate Initial Principal Balance
(plus or minus 5%) $2,285,634,268 $1,772,593,514 $513,040,753
Range of Mortgage Loan Principal Balances ..... $1,297,373 to $218,000,000 $1,297,373 to $218,000,000 $1,573,664 to $85,000,000
Average Mortgage Loan Principal Balance ....... $16,562,567 $17,209,646 $14,658,307
Range of Mortgage Rates ....................... 4.7250% to 6.0000% 4.7250% to 6.0000% 4.9950% to 5.8000%
Weighted Average Mortgage Rate(4) ............. 5.3505% 5.3769% 5.2592%
Range of Remaining Terms to Maturity .......... 54 months to 54 months to 58 months to
299 months 299 months 120 months
Weighted Average Remaining Term to Maturity ... 110 months 114 months 98 months
Range of Remaining Amortization
Term(5) .................................... 177 months to 177 months to 299 months to
360 months 360 months 360 months
Weighted Average Remaining Amortization
Term(5) .................................... 349 months 346 months 359 months
Weighted Average Loan-to-Value Ratio(6)(7) .... 68.08% 66.13% 74.82%
Weighted Average Debt Service Coverage
Ratio(6)(7) ................................ 1.60x 1.65x 1.41x
------------------------
(1) Does not include interest-only mortgage loans or partial interest-only
mortgage loans.
S-19
(2) 12 mortgage loans, representing 34.22% of
the outstanding pool balance and 33.89% of
the Loan Group 1 balance and 35.35% of the
Loan Group 2 balance as of the cut-off
date, pay interest-only for the entirety
of their term. Annual debt service,
monthly debt service and the debt service
coverage ratios are calculated using the
interest payments for the first twelve
payment periods.
(3) The interest-only period for these
mortgage loans ranges from 5 to 70 months
following the cut-off date. Mortgage loans
that closed during the period from the
cut-off date through the closing date for
which the borrower's first loan payment
will be made on the payment date in
October are not considered partial
interest-only loans for purposes of this
chart. For information on these mortgage
loans, see Annex A-1.
(4) With respect to the Mortgage Loans known
as the "Lakewood Center" loan and the
"General Motors Building" loan, the
interest rate used in this calculation is
5.5127% and 5.2420%, respectively. The
interest rates for the Lakewood Center
loan and the General Motors Building loan
will vary throughout the respective loan
term. The interest rates for the Lakewood
Center loan and the General Motors
Building loan are set forth on Annex A-4
and A-5 hereto, respectively.
(5) Excludes 12 mortgage loans, each of which
pays interest-only for the entirety of its
term.
(6) In the case of 2 mortgage loans,
representing 7.61% of the outstanding pool
balance and 9.82% of the outstanding Loan
Group 1 balance as of the cut-off date,
with one or more companion loans that are
not included in the trust, DSCR and LTV
ratio have been calculated based on the
mortgage loans included in the trust and
the mortgage loans that are not included
in the trust but are pari passu in right
of payment with the mortgage loans
included in the trust and, unless
otherwise indicated, excluding the related
subordinate companion loan. In addition,
in the case of five mortgage loans,
representing 11.11% of the outstanding
pool balance and 14.33% of the outstanding
Loan Group 1 balance as of the cut-off
date, each with one subordinate companion
loan that is not included in the trust,
unless otherwise indicated, DSCR and LTV
ratio have been calculated based on the
mortgage loan included in the trust, but
excluding the subordinate companion loan.
(7) Calculated based on mortgage loan
principal balance, as of the cut-off date,
after netting out holdback reserve amounts
for 4 mortgage loans aggregating
$8,450,000, as described in the definition
of "UW NCF DSCR" and "LTV" in the
"DESCRIPTION OF THE MORTGAGE
POOL--ADDITIONAL LOAN
INFORMATION-DEFINITIONS" in this
prospectus supplement.
B. Split Loan Structures ...... The mortgaged properties securing the mortgage
loans known as the Lakewood Center loan, the
General Motors Building loan, the Loews
Universal Hotel Portfolio loan, the Indian
Trail Shopping Center loan, the Walker Springs
Community Shopping Center loan, the High Point
Center loan and the CVS-Eckerds-Kansas City
loan also secure companion loans that are not
included in the mortgage pool.
The mortgage loan known as the "Lakewood
Center" loan, representing 9.54% of the
outstanding pool balance and 12.30% of the Loan
Group 1 balance as of the cut-off date and with
an outstanding principal balance as of the
cut-off date of $218,000,000, is evidenced by
two PARI PASSU notes, both of which are
included in the trust. The Lakewood Center loan
is secured by a mortgaged property that also
secures one subordinate companion loan that is
not included in the trust with an outstanding
principal balance as of the cut-off date of
S-20
$32,000,000. The Lakewood Center subordinate
companion loan is currently held by Teachers
Insurance and Annuity Association of America.
The holder of the Lakewood Center subordinate
companion loan has certain rights with respect
to the Lakewood Center loan as described under
"DESCRIPTION OF THE MORTGAGE POOL--SPLIT LOAN
STRUCTURES--RIGHTS OF THE HOLDER OF THE
LAKEWOOD CENTER B LOAN." The pooling and
servicing agreement will govern the servicing
of the Lakewood Center loan and the Lakewood
Center subordinate companion loan. For
additional information regarding the Lakewood
Center loan, see "DESCRIPTION OF THE MORTGAGE
POOL--SPLIT LOAN STRUCTURES--THE LAKEWOOD
CENTER LOAN" in this prospectus supplement and
"THE LAKEWOOD CENTER LOAN" in Annex B to this
prospectus supplement.
The mortgage loan known as the "General Motors
Building" loan, representing 4.77% of the
outstanding pool balance and 6.15% of the Loan
Group 1 balance as of the cut-off date and with
an outstanding principal balance as of the
cut-off date of $109,000,000, is secured by a
mortgaged property that also secures five
companion loans that are not included in the
trust. Four of the companion loans are PARI
PASSU in right of payment with the General
Motors Building loan and have outstanding
principal balances as of the cut-off date of
$260,000,000, $82,500,000, $82,500,000 and
$180,000,000. The other companion loan is
subordinate in right of payment to the General
Motors Building loan and the other General
Motors Building companion loans and has an
outstanding principal balance as of the cut-off
date of $86,000,000. The General Motors
Building companion loans were deposited into
the commercial securitizations indicated in the
table below:
OUTSTANDING
PRINCIPAL
BALANCE
AS OF THE SUBORDINATE/
CUT-OFF DATE SECURITIZATION PARI PASSU
------------- ---------------------------- ------------
$260,000,000 COMM 2005-LP5 Commercial PARI PASSU
Mortgage Pass-Through
Certificates
$165,000,000 GE Commercial Mortgage PARI PASSU
Corporation Commercial
Mortgage Pass-Through
Certificates, Series
2005-C2(1)
$180,000,000 GMAC Commercial Mortgage PARI PASSU
Corporation, Series 2005-C1
Mortgage Pass-Through
Certificates
$86,000,000 COMM 2005-LP5 Commercial Subordinate
Mortgage Pass-Through
Certificates
- -------------
(1) Represents two PARI PASSU notes.
The General Motors Building loan is evidenced
by two pari passu notes, both of which are
included in the trust. The General Motors
Building loan and the General Motors Building
S-21
companion loans are being serviced and
administered by Midland Loan Services, Inc., as
master servicer, and by LNR Partners, Inc., as
special servicer, pursuant to a separate
pooling and servicing agreement entered into in
connection with the issuance of the COMM
2005-LP5 Commercial Mortgage Pass-Through
Certificates. For additional information
regarding the General Motors Building loan, see
"DESCRIPTION OF THE MORTGAGE POOL-SPLIT LOAN
STRUCTURES--THE GENERAL MOTORS BUILDING LOAN"
and "THE POOLING AND SERVICING
AGREEMENT--SERVICING OF THE NON--SERVICED
MORTGAGE LOANS" in this prospectus supplement
and "THE GENERAL MOTORS BUILDING LOAN" in Annex
B to this prospectus supplement.
The interests in the General Motors Building
subordinate companion loan is represented by
designated classes of certificates issued in
connection with the securitization of the COMM
2005-LP5 Commercial Mortgage Pass-Through
Certificates. The holder of more than 50%, by
certificate balance, of the most subordinate
class of Class GMB Certificates (as determined
pursuant to the related pooling and servicing
agreement) has certain rights with respect to
the General Motors Building loan and the
General Motors Building PARI PASSU companion
loans as described under "DESCRIPTION OF THE
MORTGAGE POOL--SPLIT LOAN STRUCTURES--RIGHTS OF
THE CLASS GMB DIRECTING CERTIFICATEHOLDER AND
THE HOLDERS OF THE GENERAL MOTORS BUILDING
SENIOR LOANS" in this prospectus supplement.
The mortgage loan known as the "Loews Universal
Hotel Portfolio" loan, representing 2.84% of
the outstanding pool balance and 3.67% of the
Loan Group 1 balance as of the cut-off date and
with an outstanding principal balance as of the
cut-off date of $65,000,000, is secured by
mortgaged properties that also secure six
companion loans that are not included in the
trust. Four of the companion loans are pari
passu in right of payment with the Loews
Universal Hotel Portfolio loan and have
outstanding principal balances as of the
cut-off date of $100,000,000, $100,000,000,
$80,000,000 and $55,000,000, respectively. The
other companion loans are subordinate in right
of payment to the Loews Universal Hotel
Portfolio loan and the other Loews Universal
Hotel Portfolio pari passu companion loans and
have outstanding principal balances as of the
cut-off date of $25,000,000 and $25,000,000,
respectively. Two of the Loews Universal Hotel
Portfolio pari passu companion loans with an
outstanding principal balance as of the cut-off
date of $80,000,000 and $55,000,000,
respectively, and one Loews Universal Hotel
Portfolio subordinate companion loan are
currently held by German American Capital
Corporation, one of the mortgage loan sellers,
and any one of these companion loans may be
sold or further divided at any time (subject to
compliance with the terms of the related
intercreditor agreement). Two of the Loews
Universal Hotel Portfolio pari passu companion
loans with an outstanding principal balance as
of the cut-off date of $100,000,000 and
$100,000,000 and one
S-22
Loews Universal Hotel Portfolio subordinate
companion loan are currently held by JPMorgan
Chase Bank, N.A. and may be sold or further
divided at any time (subject to compliance with
the terms of the related intercreditor
agreement). It is anticipated that one of the
Loews Universal Hotel Portfolio pari passu
companion loans, currently held by JPMorgan
Chase Bank, N.A. with an outstanding principal
balance as of the cut-off date of $100,000,000
and the Loews Universal Hotel Portfolio
subordinate companion loans, which are
currently held by German American Capital
Corporation and JPMorgan Chase Bank, N.A., will
be deposited into the trust related to the J.P.
Morgan Chase Commercial Mortgage Securities
Corp. Series 2005-CIBC12 Commercial Mortgage
Pass-Through Certificates. The Loews Universal
Hotel Portfolio loan and the Loews Universal
Hotel Portfolio companion loans are being
serviced and administered by GMAC Commercial
Mortgage Corporation, as master servicer, and
by J.E. Robert Company, Inc., as special
servicer, pursuant to a separate pooling and
servicing agreement entered into in connection
with the issuance of the J.P. Morgan Chase
Commercial Mortgage Securities Corp. Series
2005-CIBC12 Commercial Mortgage Pass-Through
Certificates. For additional information
regarding the Loews Universal Hotel Portfolio
loan, see "DESCRIPTION OF THE MORTGAGE
POOL--SPLIT LOAN STRUCTURES--THE LOEWS
UNIVERSAL HOTEL PORTFOLIO LOAN" and "THE
POOLING AND SERVICING AGREEMENT--SERVICING OF
THE NON---SERVICED MORTGAGE LOANS" in thiS
prospectus supplement and "THE LOEWS UNIVERSAL
HOTEL PORTFOLIO LOAN" in Annex B to this
prospectus supplement.
The interests in the Loews Universal Hotel
Portfolio subordinate companion loans is
represented by designated classes of
certificates issued in connection with the
securitization of the J.P. Morgan Chase
Commercial Mortgage Securities Corp. Series
2005-CIBC12 Commercial Mortgage Pass-Through
Certificates. The holder of more than 50%, by
certificate balance, of the most subordinate
class of Class UHP Certificates (as determined
pursuant to the related pooling and servicing
agreement) has certain rights with respect to
the Loews Universal Hotel Portfolio loan and
the Loews Universal Hotel Portfolio pari passu
companion loans as described under "DESCRIPTION
OF THE MORTGAGE POOL--SPLIT LOAN
STRUCTURES--RIGHTS OF THE CLASS UHP DIRECTING
CERTIFICATEHOLDER AND THE HOLDERS OF THE LOEWS
UNIVERSAL HOTEL PORTFOLIO SENIOR LOANS" in this
prospectus supplement.
Each of the mortgage loans known as the "Indian
Trail Shopping Center" loan, the "Walker
Springs Community Shopping Center" loan, the
"High Point Center" loan and the
"CVS-Eckerds-Kansas City" loan, representing in
the aggregate approximately 1.57% of the
outstanding pool balance and 2.03% of the Loan
Group 1 balance as of the cut-off date, is
secured by a mortgaged property that also
secures a subordinate companion loan that is
not included in the trust. The outstanding
principal balances of such loans and their
related subordinate companion loans as of the
cut-off date are as follows:
S-23
COMPANION
POOL LOAN LOAN
----------- -----------
Indian Trail Shopping Center ... $18,287,000 $ 400,000
Walker Springs Community
Shopping Center ............ 8,000,000 250,000
High Point Center .............. 5,520,000 150,000
CVS-Eckerds-Kansas City ........ 4,146,207 250,028
------------ -----------
Total ....................... $35,953,207 $1,050,028
============ ===========
Each subordinate companion loan listed in the
chart above is currently held by CBA Mezzanine
Capital Funding, Ltd. With respect to each of
the above four loans, the holder of the related
subordinate companion loan has certain rights
with respect to the senior loan included in the
trust as described under "DESCRIPTION OF THE
MORTGAGE POOL--SPLIT LOAN STRUCTURES--RIGHTS OF
THE HOLDERS OF THE PNC/MEZZ CAP B LOANS." The
pooling and servicing agreement will govern the
servicing of each of these loans and their
corresponding subordinate companion loan. For
additional information regarding each of those
loans, see "DESCRIPTION OF THE MORTGAGE
POOL--SPLIT LOAN STRUCTURES--THE PNC/MEZZ CAP
WHOLE LOANS" in this prospectus supplement.
Each of the mortgage loans described in this
section "-Split Loan Structures" has one or
more companion loans. None of the companion
loans will be included in the mortgage pool.
C. Nonrecourse ................ Substantially all of the mortgage loans are or
should be considered nonrecourse obligations.
No mortgage loan will be insured or guaranteed
by any governmental entity or private insurer,
or by any other person.
D. Fee Simple/Leasehold
Estate ..................... Each mortgage loan is secured by, among other
things, a first mortgage lien on the fee simple
estate in an income-producing real property (or
in the case of 16 mortgaged properties,
securing mortgage loans which represent 7.26%
of the outstanding pool balance and 9.37% of
the Loan Group 1 balance as of the cut-off
date, either (a) a leasehold estate in a
portion of the mortgaged property and a fee
estate in a portion of the mortgaged property
or (b) a leasehold (or subleasehold) estate in
the mortgaged property and no mortgage on the
related fee estate).
E. Property Purpose ........... The number of mortgaged properties, and the
approximate percentage of the outstanding pool
balance (as well as the approximate percentage
of the applicable Loan Group balance) as of the
cut-off date of the mortgage loans secured
thereby, for each indicated purpose are:
S-24
AGGREGATE % OF % OF
PRINCIPAL INITIAL INITIAL
NO. OF BALANCE OF THE % OF LOAN LOAN
MORTGAGED MORTGAGE INITIAL GROUP 1 GROUP 2
PROPERTY TYPE PROPERTIES LOANS(1) POOL BALANCE BALANCE
- --------------------------------- ---------- -------------- -------- ------- -------
Multifamily ..................... 50 $599,657,894 26.24% 4.89% 100.00%
MULTIFAMILY ................... 45 568,810,521 24.89% 3.84% 97.61%
MANUFACTURED HOUSING .......... 5 30,847,373 1.35% 1.05% 2.39%
Office .......................... 29 582,494,829 25.49% 32.86% 0.00%
Retail .......................... 44 549,214,628 24.03% 30.98% 0.00%
ANCHORED ...................... 20 455,172,190 19.91% 25.68% 0.00%
UNANCHORED .................... 10 60,410,023 2.64% 3.41% 0.00%
SINGLE TENANT ................. 14 3,632,415 1.47% 1.90% 0.00%
Hotel ........................... 18 209,470,092 9.16% 11.82% 0.00%
Mixed Use ....................... 6 166,553,988 7.29% 9.40% 0.00%
Self Storage .................... 39 148,028,560 6.48% 8.35% 0.00%
Industrial ...................... 4 30,214,276 1.32% 1.70% 0.00%
----- ------------ ------- ------- -------
Total ........................... 190 $2,285,634,268 100.00% 100.00% 100.00%
--------------------
(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 (which amounts, if
not specified in the related mortgage loan
documents, are based on the appraised
value or square footage of each mortgaged
property and/or each mortgaged property's
underwritten net cash flow).
F. Property Locations ......... The tables below show the number of mortgaged
properties, aggregate principal balance of the
related mortgage loans, and percentage of
initial pool balance, Loan Group 1 balance and
Loan Group 2 balance, as applicable, secured by
mortgaged properties that are located in the
top five jurisdictions of (i) the outstanding
pool balance, (ii) Loan Group 1 balance and
(iii) Loan Group 2 balance, respectively, in
each case, as of the cut-off date:
ALL MORTGAGED PROPERTIES(1)
AGGREGATE
NO. OF PRINCIPAL
MORTGAGED BALANCE OF THE % OF
STATE PROPERTIES MORTGAGE LOANS POOL
--------------------- ------------ -------------- -------
California .......... 21 $ 660,945,638 28.92%
New York ............ 21 390,458,413 17.08%
Florida ............. 26 234,255,773 10.25%
Texas ............... 28 216,304,311 9.46%
Virginia ............ 4 85,700,000 3.75%
Other(2) ............ 90 697,970,134 30.54%
---- -------------- ------
Total ............... 190 $2,285,634,268 100.00%
==== ============== ======
-----------------
(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 (which amounts, if
not specified in the related mortgage loan
documents, are based on the appraised
value or square footage of each mortgaged
property and/or each mortgaged property's
underwritten net cash flow).
(2) This reference consists of 26 states and
the District of Columbia.
S-25
LOAN GROUP 1(1)
AGGREGATE
NO. OF PRINCIPAL
MORTGAGED BALANCE OF THE % OF
STATE PROPERTIES MORTGAGE LOANS POOL
--------------------- ------------ -------------- -------
California .......... 17 $ 644,625,638 36.37%
New York ............ 12 254,909,074 14.38%
Florida ............. 23 180,755,773 10.20%
Texas ............... 22 158,339,266 8.93%
North Carolina ...... 18 72,144,990 4.07%
Other(2) ............ 57 461,818,774 26.05%
---- ------------- ------
Total ............... 149 $1,772,593,514 100.00%
==== ============= ======
-----------------
(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 (which amounts, if
not specified in the related mortgage loan
documents, are based on the appraised
value or square footage of each mortgaged
property and/or each mortgaged property's
underwritten net cash flow).
(2) This reference consists of 22 states and
the District of Columbia.
LOAN GROUP 2(1)
AGGREGATE
NO. OF PRINCIPAL
MORTGAGED BALANCE OF THE % OF
STATE PROPERTIES MORTGAGE LOANS POOL
--------------------- ------------ -------------- -------
New York ............ 9 $135,549,339 26.42%
Texas ............... 6 57,965,045 11.30%
Alabama ............. 4 54,793,664 10.68%
Florida ............. 3 53,500,000 10.43%
Virginia ............ 1 50,000,000 9.75%
Other(2) ............ 18 161,232,706 31.43%
--- ------------ ------
Total ............... 41 $513,040,753 100.00%
=== ============ ======
-----------------
(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 (which amounts, if
not specified in the related mortgage loan
documents, are based on the appraised
value or square footage of each mortgaged
property and/or each mortgaged property's
underwritten net cash flow).
(2) This reference consists of 12 states.
See "Description of the Mortgage
Pool-Additional Loan Information" in this
prospectus supplement.
G. Amortization Types ......... The mortgage loans have the amortization
characteristics set forth in the following
table:
AGGREGATE % OF
NO. OF PRINCIPAL INITIAL
MORTGAGE BALANCE OF THE POOL
TYPE OF AMORTIZATION LOANS MORTGAGE LOANS BALANCE
---------------------------- -------- -------------- --------
Partial Interest-only Balloon
Loans(1) .................. 47 $957,903,899 41.91%
Interest-only loans ......... 12 782,150,000 34.22%
Balloon Loans(2) ............ 76 533,059,196 23.32%
Fully Amortizing Loans ...... 3 12,521,172 0.55%
---- -------------- ------
Total ....................... 138 $2,285,634,268 100.00%
==== ============== ======
S-26
-----------------
(1) Includes 47 mortgage loans representing
approximately 41.91% of the outstanding
pool balance, 41.86% of the Loan Group 1
balance and 42.08% of the Loan Group 2
balance as of the cut-off date that pay
interest-only for the first 5 to 70
scheduled payments from the cut-off date
and thereafter provide for regularly
scheduled payments of interest and
principal based on an amortization period
longer than the remaining term of the
mortgage loan. Such mortgage loans
therefore have an expected balloon balance
at the maturity date. Mortgage loans that
closed during the period from the cut-off
date through the closing date for which
the borrower's first loan payment will be
made on the payment date in October 2005
are not considered partial interest-only
loans for purposes of this chart. For
information on these mortgage loans, see
Annex A-1.
(2) Does not include interest-only mortgage
loans or partial interest-only mortgage
loans.
H. Prepayment Provisions;
Defeasance Loans As of the cut-off date, all of the mortgage
loans (other than the County of Los Angeles
Building loan, Yorktowne Plaza loan, Summer
Trace Apartments loan and Dominion at Riata
loan) prohibit voluntary prepayment or
defeasance until at least two years after the
closing date. See "DESCRIPTION OF THE MORTGAGE
POOL--CERTAIN TERMS AND CONDITIONS OF THE
MORTGAGE LOANS--PREPAYMENT PROVISIONS" and
"--PROPERTY RELEASES" in this prospectus
supplement.
126 of the mortgage loans, representing 95.91%
of the outstanding pool balance, 98.57% of the
Loan Group 1 balance and 86.75% of the Loan
Group 2 balance as of the cut-off date, permit
defeasance following a lock-out period of at
least two years from the closing date except
with respect to the Yorktowne Plaza loan, as
described below.
11 of the mortgage loans, representing 3.77% of
the outstanding pool balance, 1.03% of the Loan
Group 1 balance and 13.25% of the Loan Group 2
balance as of the cut-off date, permit,
following a lock-out period, prepayment with a
yield maintenance charge (which charge is at
least 1% of the prepaid amount), but do not
permit defeasance.
1 of the mortgage loans, representing 0.31% of
the outstanding pool balance and 0.41% of the
Loan Group 1 balance as of the cut-off date,
permits defeasance or prepayment with a yield
maintenance charge (which charge is at least 1%
of the prepaid amount) following a lock-out
period of 34 months from the closing date.
With respect to the Yorktowne Plaza loan,
representing 0.95% of the outstanding pool
balance and 1.23% of the Loan Group 1 balance
as of the cut-off date, the related mortgage
loan documents prohibit voluntary prepayment
(at any time prior to the payment date three
months prior to the related maturity date) but
permit defeasance on or after June 29, 2007.
GMAC Commercial Mortgage Corporation, the
related mortgage loan seller, will be required
to purchase the mortgage loan from the trust
immediately prior to the borrower defeasing
such mortgage loan if the defeasance would
occur prior to July 27, 2007,
S-27
the date that is two years following the loan
REMIC start-up date, at a price at least equal
to the outstanding principal balance of the
mortgage loan and accrued interest thereon plus
certain expenses, together with a yield
maintenance charge. The Yorktowne Plaza loan is
the primary asset of a separate REMIC.
The mortgage loans generally provide for a
period prior to maturity (generally 1 to 7
months) during which prepayments may be made
without penalty or yield maintenance charge.
All of the mortgage loans that permit
prepayments or defeasances require that the
prepayment or defeasance be made on the due
date or, if on a different date, that any
prepayment or defeasance be accompanied by the
interest that would be due on the next due
date.
I. Mortgage Loans with
Related Borrowers .......... Several mortgage loans have related borrowers
that are affiliated with one another through
partial or complete direct or indirect common
ownership, with the three largest of these
groups representing 8.49%, 2.48% and 1.72%,
respectively, of the outstanding pool balance.
See Annex A-1 for additional information.
ADVANCES
A. General .................... The applicable servicer is required to advance
delinquent monthly mortgage loan payments if
that servicer determines that the advance will
be recoverable from proceeds of the related
mortgage loan. A principal and interest advance
will generally equal the delinquent portion of
the monthly mortgage loan payment. The
servicers will not be required to advance
interest in excess of a mortgage loan's regular
interest rate (I.E., not including any default
rate). The servicers also are not required to
advance, among other things, prepayment
premiums or yield maintenance charges, or
balloon payments. If an advance is made, the
servicers will defer (rather than advance)
servicing fees, but will advance the trustee's
fees. Neither the servicers nor the trustee
will be required to make a principal and
interest advance on any companion loan. In
addition, neither the servicers nor the trustee
will make an advance if the special servicer
determines that such advance is not recoverable
from proceeds of the related mortgage loan.
If a borrower fails to pay amounts due on the
maturity date of the related mortgage loan, the
applicable servicer will be required on and
after such date and until final liquidation
thereof, to advance only an amount equal to the
interest (at the mortgage loan's regular
interest rate, as described above) and
principal portion of the constant mortgage loan
payment due immediately prior to the maturity
date, subject to a recoverability
determination.
In addition to principal and interest advances,
the applicable servicer will also be obligated
(subject to the limitations described
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in this prospectus supplement and except with
respect to the General Motors Building mortgage
loan and the Loews Universal Hotel Portfolio
mortgage loan) to make advances to pay
delinquent real estate taxes, assessments and
hazard insurance premiums and to cover other
similar costs and expenses necessary to
preserve the priority of the related mortgage,
enforce the terms of any mortgage loan or to
protect, manage and maintain each related
mortgaged property. In addition, the special
servicer may under certain circumstances make
property advances on an emergency basis with
respect to the mortgage loans that have been
transferred to special servicing. The
applicable servicer will also be required to
make property advances with respect to the
mortgaged property securing the Lakewood Center
whole loan, the Indian Trail Shopping Center
whole loan, the Walker Springs Community
Shopping Center whole loan, the High Point
Center whole loan and the CVS-Eckerds-Kansas
City whole loan (each of which includes a loan
that is included in the trust and a related
subordinate companion loan).
The servicer under the COMM 2005-LP5 Commercial
Mortgage Pass-Through Certificates commercial
mortgage securitization will be obligated to
make property advances with respect to the
General Motors Building whole loan (which
includes the General Motors Building loan and
the General Motors Building pari passu and
subordinate companion loans) in accordance with
the terms of the related pooling and servicing
agreement.
The servicer under the J.P. Morgan Chase
Commercial Mortgage Securities Corp. Series
2005-CIBC12 Commercial Mortgage Pass-Through
Certificates commercial mortgage securitization
will be obligated to make property advances
with respect to the Loews Universal Hotel
Portfolio whole loan (which includes the Loews
Universal Hotel Portfolio loan and the Loews
Universal Hotel Portfolio pari passu and
subordinate companion loans) in accordance with
the terms of the related pooling and servicing
agreement.
If the servicers fail to make any required
advance, the trustee will be required to make
the advance. The obligation of the servicers
and the trustee to make an advance will also be
subject to a determination of recoverability.
The trustee will be entitled to conclusively
rely on the determination of recoverability
made by the servicers.
Principal and interest advances are intended to
maintain a regular flow of scheduled interest
and principal payments to the
certificateholders and are not intended to
guarantee or insure against losses. Advances
which cannot be reimbursed out of collections
on, or in respect of, the related mortgage
loans will be generally reimbursed directly
from any other collections on the mortgage
loans as provided in this prospectus supplement
and thus will cause losses to be borne by
certificateholders in the priority specified in
this prospectus supplement. The servicers and
the trustee will be entitled to interest on any
advances made.
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This interest will accrue at the rate and is
payable under the circumstances described in
this prospectus supplement. Interest accrued on
outstanding advances may result in reductions
in amounts otherwise available for payment on
the certificates.
See "THE POOLING AND SERVICING
AGREEMENT--ADVANCES" in this prospectus
supplement.
B. Appraisal Reduction Event
Advances ................... Certain adverse events affecting a mortgage
loan, called appraisal reduction events, will
require the special servicer to obtain a new
appraisal (or, with respect to mortgage loans
having a principal balance under $2,000,000, at
the special servicer's option, an estimate of
value prepared by the special servicer or with
the consent of the directing certificateholder
(which is generally (except with respect to any
loan that is part of a split loan structure)
the holder of the majority interest of the most
subordinate class then outstanding), an
appraisal on the related mortgaged property
(except with respect to mortgaged properties
securing the General Motors Building loan and
the Loews Universal Hotel Portfolio loan).
Based on the estimate of value or appraised
value in such appraisal, as applicable, it may
be necessary to calculate an appraisal
reduction amount. The amount required to be
advanced in respect of a mortgage loan that has
been subject to an appraisal reduction event
will be reduced so that the servicers will not
be required to advance interest to the extent
of the appraisal reduction amount. Due to the
payment priorities described above, this will
reduce the funds available to pay interest on
the most subordinate class or classes of
certificates then outstanding.
The General Motors Building loan and the Loews
Universal Hotel Portfolio loan are subject to
provisions in the pooling and servicing
agreement under which they are serviced
relating to appraisal reductions that are
substantially similar but not identical to the
provisions set forth above. The existence of an
appraisal reduction in respect of the General
Motors Building loan and the Loews Universal
Hotel Portfolio loan will proportionately
reduce the servicer's or the trustee's, as the
case may be, obligation to make principal and
interest advances on such mortgage loan.
ADDITIONAL CONSIDERATIONS
See "DESCRIPTION OF THE OFFERED
CERTIFICATES--APPRAISAL REDUCTIONS" in this
prospectus supplement.
Optional Termination. ......... On any distribution date on which the remaining
aggregate principal balance of the mortgage
loans is less than 1% of the outstanding pool
balance as of the cut-off date, each of (i) the
holder of the majority interest of the most
subordinate class then outstanding, (ii) the
Midland Loan Services, Inc. servicer, (iii) the
GMAC Commercial Mortgage Corporation servicer
or (iv) the special servicer, in that order,
may exercise an option to purchase
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all of the mortgage loans (and all property
acquired through the exercise of remedies in
respect of any mortgage loan). Exercise of this
option will effect the termination of the trust
and retirement of the then outstanding
certificates. The trust could also be
terminated in connection with an exchange by a
sole remaining certificateholder of all the
then outstanding certificates (including the
Class X-C and Class X-P Certificates),
excluding the Class R and Class LR Certificates
(PROVIDED, HOWEVER, that the Class A through
Class D Certificates are no longer outstanding)
for the mortgage loans remaining in the trust.
See "THE POOLING AND SERVICING
AGREEMENT--OPTIONAL TERMINATION" in this
prospectus supplement and "DESCRIPTION OF THE
CERTIFICATES--TERMINATION" in the prospectus.
Certain Federal Income
Tax Consequences ........... Elections will be made to treat portions of the
trust as two separate REMICs, known as the
Lower-Tier REMIC and the Upper-Tier REMIC for
federal income tax purposes. In addition, a
separate REMIC will be made with respect to the
Yorktowne Plaza loan, for federal income tax
purposes. In the opinion of counsel, such
portions of the trust and the loan will qualify
for this treatment pursuant to their elections.
Federal income tax consequences of an
investment in the certificates offered in this
prospectus supplement include:
o Each class of certificates offered in this
prospectus supplement will constitute a
class of "regular interests" in the Upper
Tier REMIC.
o The regular interests will be treated as
newly originated debt instruments for
federal income tax purposes.
o Beneficial owners of the certificates
offered in this prospectus supplement will
be required to report income on those
certificates in accordance with the accrual
method of accounting.
o It is anticipated that the certificates
offered in this prospectus supplement, other
than the Class X-P Certificates, will be
issued [at a premium] [with a de minimis
amount of original issue discount], and that
the Class X-P Certificates will be issued
with original issue discount.
In addition, the portion of the trust
consisting of certain yield maintenance amounts
that may be paid by the GMAC Commercial
Mortgage Corporation, the related mortgage loan
seller, in respect of a repurchase of the
Yorktowne Plaza loan and the related proceeds
in the grantor trust distribution account will
be treated as a grantor trust for federal
income tax purposes.
See "Certain Federal Income Tax Consequences"
in this prospectus supplement and "Certain
Federal Income Tax Consequences--Federal Income
Tax Consequences for REMIC Certificates" in the
prospectus.
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ERISA Considerations .......... A fiduciary of an employee benefit plan should
review with its legal advisors whether the
purchase or holding of the certificates offered
in this prospectus supplement could give rise
to a transaction that is prohibited or is not
otherwise permitted under either ERISA or
Section 4975 of the Internal Revenue Code of
1986, as amended, or whether there exists any
statutory, regulatory or administrative
exemption applicable thereto. The United States
Department of Labor has granted to Deutsche
Bank Securities Inc. an administrative
exemption, Department Final Authorization
Number 97-03E, as amended by Prohibited
Transaction Exemption ("PTE") 2002-41, which
generally exempts from the application of
certain of the prohibited transaction
provisions of Section 406 of ERISA and the
excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the
Internal Revenue Code of 1986, as amended,
transactions relating to the purchase, sale and
holding of pass-through certificates
underwritten by the underwriters and the
servicing and operation of the related asset
pool, provided that certain conditions are
satisfied.
The Depositor expects that the exemption
granted to Deutsche Bank Securities Inc. will
generally apply to the certificates offered in
this prospectus supplement, PROVIDED, that
certain conditions are satisfied. See "ERISA
CONSIDERATIONS" in this prospectus supplement
and "CERTAIN ERISA CONSIDERATIONS" in the
prospectus.
Ratings ....................... It is a condition to their issuance that the
certificates offered in this prospectus
supplement receive from Standard & Poor's
Ratings Services, a division of The McGraw-Hill
Companies, Inc., and Moody's Investors Service,
Inc., the credit ratings indicated below.
S&P MOODY'S
--- -------
Class A-1 ......... AAA Aaa
Class A-2 ......... AAA Aaa
Class A-3 ......... AAA Aaa
Class A-4 ......... AAA Aaa
Class A-AB ........ AAA Aaa
Class A-5A ........ AAA Aaa
Class A-5B ........ AAA Aaa
Class A-1A ........ AAA Aaa
Class X-P ......... AAA Aaa
Class A-J ......... AAA Aaa
Class B ........... AA Aa2
Class C ........... AA- Aa3
Class D ........... A A2
See "Ratings" in this prospectus supplement and
"Rating" in the prospectus for a discussion of
the basis upon which ratings are given, the
limitations of and restrictions on the ratings,
and the conclusions that should not be drawn
from a rating.
Legal Investment .............. The certificates will not constitute "mortgage
related securities" within the meaning of the
Secondary Mortgage Market Enhancement Act of
1984, as amended. If your investment activities
are subject to legal investment laws and
regulations,
S-32
regulatory capital requirements, or review by
regulatory authorities, then you may be subject
to restrictions on investment in the
certificates. Investors should consult their
own legal advisors for assistance in
determining the suitability and consequences of
the purchase, ownership, and sale of the
certificates. See "Legal Investment" in this
prospectus supplement and in the prospectus.
Denominations; Clearance
and Settlement ............. The certificates offered in this prospectus
supplement will be issuable in registered form,
in minimum denominations of certificate balance
of (i) $10,000 with respect to the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB,
Class A-5A, Class A-5B, Class A-1A and Class
A-J Certificates, (ii) $25,000 with respect to
the Class B, Class C and Class D Certificates
and (iii) $100,000 with respect to the Class
X-P Certificates.
Investments in excess of the minimum
denominations may be made in multiples of $1.
You may hold your certificates through (i) The
Depository Trust Company ("DTC") (in the United
States) or (ii) Clearstream Banking Luxembourg,
a division of Clearstream International,
societe anonyme ("CLEARSTREAM") or The
Euroclear System ("EUROCLEAR") (in Europe).
Transfers within DTC, Clearstream or Euroclear
will be in accordance with the usual rules and
operating procedures of the relevant system.
See "DESCRIPTION OF THE OFFERED
CERTIFICATES--DELIVERY, FORM AND DENOMINATION,"
"--BOOK-ENTRY REGISTRATION" and "--DEFINITIVE
CERTIFICATES" in this prospectus supplement and
"DESCRIPTION OF THE CERTIFICATES--BOOK-ENTRY
REGISTRATION AND DEFINITIVE CERTIFICATES" in
the prospectus.
S-33
RISK FACTORS
You should carefully consider the risks before making an investment
decision. In particular, the timing and amount of distributions on your
certificates will depend on payments received on and other recoveries with
respect to the mortgage loans. Therefore, you should carefully consider the risk
factors relating to the mortgage loans and the mortgaged properties.
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.
If any of the following risks actually occur, your investment could be
materially and adversely affected.
This prospectus supplement also contains forward-looking statements that
involve risks and uncertainties. Actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including the risks described below and elsewhere in this prospectus
supplement.
RISKS RELATED TO THE MORTGAGE LOANS
MORTGAGE LOANS ARE NONRECOURSE AND ARE NOT INSURED OR GUARANTEED
Payments under the mortgage loans are not insured or guaranteed by any
person or entity.
Substantially all of the mortgage loans are or should be considered to be
nonrecourse loans. If a default occurs, the lender's remedies generally are
limited to foreclosing against the borrower and/or the specific mortgaged
properties and other assets that have been pledged to secure the mortgage loan,
subject to customary nonrecourse carveouts either to the borrower or its
sponsor. Even if a mortgage loan is recourse to the borrower (or if a
nonrecourse carveout to the borrower applies), in most cases, the borrower's
assets are limited primarily to its interest in the related mortgaged property.
Payment of amounts due under the mortgage loan prior to the maturity date is
consequently dependent primarily on the sufficiency of the net operating income
of the mortgaged property. Payment of the mortgage loan at the maturity date is
primarily dependent upon the market value of the mortgaged property and the
borrower's ability to sell or refinance the mortgaged property for an amount
sufficient to repay the mortgage loan.
All of the mortgage loans were originated within 14 months prior to the
cut-off date. Consequently, the mortgage loans generally do not have a
long-standing payment history.
COMMERCIAL LENDING IS DEPENDENT UPON NET OPERATING INCOME
The mortgage loans are secured by various types of income-producing
commercial properties. Commercial mortgage loans are generally thought to expose
a lender to greater risk than one-to-four family residential loans.
The repayment of a commercial loan is typically dependent upon the ability
of the applicable property to produce cash flow. Even the liquidation value of a
commercial property is determined, in substantial part, by the amount of the
mortgaged property's cash flow (or its potential to generate cash flow).
However, net operating income and cash flow can be volatile and may be
insufficient to cover debt service on the loan at any given time. Lenders
typically look to the debt service coverage ratio (that is, the ratio of net
cash flow to debt service) of a mortgage loan secured by income-producing
property as an important measure of the risk of default of that mortgage loan.
The net operating income, cash flow and property value of the mortgaged
properties may be adversely affected by a large number of factors. Some of these
factors relate to the property itself, such as:
o the age, design and construction quality of the mortgaged property;
S-34
o perceptions regarding the safety, convenience and attractiveness of the
mortgaged property;
o the proximity and attractiveness of competing properties;
o the adequacy of the mortgaged property's management and maintenance;
o increases in operating expenses at the mortgaged property and in
relation to competing properties;
o an increase in the capital expenditures needed to maintain the
mortgaged property or make improvements;
o the dependence upon a single tenant, or a concentration of tenants in a
particular business or industry;
o a decline in the financial condition of a major tenant;
o an increase in vacancy rates; and
o a decline in rental rates as leases are renewed or entered into with
new tenants.
Others factors are more general in nature, such as:
o national, regional or local economic conditions (including plant
closings, military base closings, industry slowdowns and unemployment
rates);
o local real estate conditions (such as an oversupply of competing
properties, space, multifamily housing or hotel rooms);
o demographic factors;
o decreases in consumer confidence;
o changes in consumer tastes and preferences;
o retroactive changes in building codes;
o changes or continued weakness in specific industry segments; and
o the public's perception of safety for customers and clients.
The volatility of net operating income will be influenced by many of the
foregoing factors, as well as by:
o the length of tenant leases and other lease terms, including co-tenancy
provisions and early termination rights;
o the creditworthiness of tenants;
o tenant defaults;
o in the case of rental properties, the rate at which new rentals occur;
and
o the mortgaged property's "operating leverage" (i.e., the percentage of
total property expenses in relation to revenue, the ratio of fixed
operating expenses to those that vary with revenues, and the level of
capital expenditures required to maintain the property and to retain or
replace tenants).
A decline in the real estate market or in the financial condition of a
major tenant will tend to have a more immediate effect on the net operating
income of mortgaged properties with short-term revenue sources and may lead to
higher rates of delinquency or defaults under the related mortgage loans.
SOME MORTGAGED PROPERTIES MAY NOT BE READILY CONVERTIBLE TO ALTERNATIVE USES
Some of the mortgaged properties may not be readily convertible to
alternative uses if those properties were to become unprofitable for any reason.
Converting commercial properties to alternate
S-35
uses generally requires substantial capital expenditures. In addition, zoning or
other restrictions also may prevent alternative uses. The liquidation value of
any such mortgaged property consequently may be substantially less than would be
the case if the property were readily adaptable to other uses.
Some of the mortgaged properties have been designated as historic or
landmark buildings or are located in areas designated as historic or landmark.
Such properties may have restrictions related to renovations, construction or
other restrictions and may not be permitted to be converted to alternative uses
because of such restrictions. For instance, the mortgage loan known as The Bush
Tower, which is located in New York City and representing approximately 1.84% of
the initial outstanding pool balance and 2.37% of the initial loan group 1
balance, is secured by a mortgaged property listed on the National Register of
Historic Places.
PROPERTY VALUE MAY BE ADVERSELY AFFECTED EVEN WHEN CURRENT OPERATING INCOME IS
NOT
Various factors may adversely affect the value of the mortgaged properties
without affecting the properties' current net operating income. These factors
include, among others:
o changes in governmental regulations, fiscal policy, zoning or tax laws;
o potential environmental legislation or liabilities or other legal
liabilities;
o the availability of refinancing; and
o changes in interest rate levels.
TENANT CONCENTRATION ENTAILS RISK
A deterioration in the financial condition of a tenant can be particularly
significant if a mortgaged property is leased to a single tenant, or if a few
tenants make up a significant portion of the rental income. In the event of a
default by a significant tenant, if the related lease expires prior to the
mortgage loan maturity date and the related tenant fails to renew its lease or
the tenant exercises an early termination right, there would likely be an
interruption of rental payments under the lease and, accordingly, insufficient
funds available to the borrower to pay the debt service on the mortgage loan.
This is so because: (i) the financial effect of the absence of rental income
from such tenant are typically severe; (ii) more time may be required to
re-lease the space; and (iii) substantial capital costs may be incurred to make
the space appropriate for replacement tenants.
In the case of the following 35 mortgaged properties, collectively
representing 6.70% of the outstanding pool balance (and 8.64% of the Loan Group
1 balance), as of the cut-off date, the related mortgage loans are secured by
liens on mortgaged properties that are 100% leased to a single tenant:
o Bureau of Customs and Border Protection
o AmeriCenter - Bloomfield
o AmeriCenter - Livionia
o AmeriCenter - Schaumburg
o AmeriCenter - Southfield
o AmeriCenter - Troy, MI
o The Island One Building
o County of Los Angeles Building
o Input/Output Office Complex Bldg 2 & 3
o AIS Headquarters
o CVS - Eckerds - Kansas City
o Petco - Pembroke Pines
S-36
o Petco - Plantation
o Petco - Overland Park
o Petco - Boardman
o Petco - Canton
o Petco - Mentor
o Input/Output Office Complex Bldg 1
o Kerr Drug - Bryson City
o Kerr Drug - Dobson
o Kerr Drug - Archdale
o Kerr Drug - Ramseur
o Kerr Drug - Carthage
o Kerr Drug - Durham
o Kerr Drug - Benson
o Kerr Drug - Nashville
o Kerr Drug - Southport
o Kerr Drug - Pembroke
o Kerr Drug - Pittsboro
o Kerr Drug - Zebulon
o Walgreens (Greenville)
o Henry Mayo Hospital Ambulatory Care Center
o West Tower at Doctor's Hospital
o Rosemead Levitz Furniture
o 9287 Airway Road
For lease maturity dates with respect to the above mortgage loans see Annex A-1.
The underwriting of single-tenant mortgage loans is based primarily upon
the monthly rental payments due from the tenant under the lease at the related
mortgaged property. In addition, the loan underwriting for certain single-tenant
mortgage loans took into account the creditworthiness of the tenants or lease
guarantors under the applicable leases. Accordingly, such single-tenant mortgage
loans may have higher loan-to-value ratios and lower debt service coverage
ratios than other types of mortgage loans. However, there can be no assurance
that the assumptions made when underwriting such loans will be correct, that the
tenant will re-let the premises or that such tenant will maintain its
creditworthiness. In addition, certain single tenants, or significant tenants,
may have specific termination rights under their leases that may be exercised
prior to the related loan maturity date under certain circumstances, such as the
failure to timely complete tenant buildouts or early termination upon notice.
There can be no assurance that if a tenant exercises an early termination option
prior to the loan maturity date that the related borrower will have adequate
cash flow available to satisfy debt service payments.
Mortgaged properties also may be adversely affected if there is a
concentration of a particular tenant or type of tenant among the mortgaged
properties or of tenants in a particular business or industry. For instance,
Kerr Drug is the sole or a significant tenant at 12 mortgaged properties,
representing security for 1.06% of the outstanding pool balance and Petco is the
sole or a significant
S-37
tenant at 6 mortgaged properties, representing security for 1.00% of the
outstanding pool balance. In these cases, a problem with a particular tenant
could have a disproportionately large impact on the pool of mortgage loans and
adversely affect distributions to certificateholders. Similarly, an issue with
respect to a particular industry could also have a disproportionately large
impact on the pool of mortgage loans. For additional information regarding
significant tenants, see Annex A-1 in this prospectus supplement.
MORTGAGED PROPERTIES LEASED TO MULTIPLE TENANTS ALSO HAVE RISKS
If a mortgaged property has multiple tenants, re-leasing expenditures may
be more frequent than in the case of mortgaged properties with fewer tenants,
thereby reducing the cash flow available for debt service payments.
Multi-tenanted mortgaged properties also may experience higher continuing
vacancy rates and greater volatility in rental income and expenses.
MORTGAGED PROPERTIES LEASED TO BORROWERS OR 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. This
risk may be mitigated when mortgaged properties are leased to unrelated third
parties.
RISKS RELATED TO LOAN CONCENTRATION
Several of the mortgage loans have cut-off date balances that are
substantially higher than the average cut-off date balance. In general,
concentrations in mortgage 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. The ten
largest mortgage loans or groups of cross collateralized Mortgage Loans
represent approximately 43.65% of the outstanding pool balance, approximately
48.67% of the Loan Group 1 balance and 26.31% of the Loan Group 2 balance as of
the cut-off date. Losses on any of these loans may have a particularly adverse
effect on the certificates offered in this prospectus supplement.
The ten largest loans are described in Annex B to this prospectus
supplement.
Each of the other mortgage loans represents no more than 2.01% of the
outstanding pool balance as of the cut-off date.
RISKS RELATED TO BORROWER CONCENTRATION
Several groups of mortgage loans are made to the same borrower or have
related borrowers that are affiliated with one another through partial or
complete direct or indirect common ownership, with the three largest of these
groups representing 8.49%, 2.48% and 1.72%, respectively, of the outstanding
pool balance, the three largest of the related loan groups in Loan Group 1
representing approximately 1.79%, 1.77% and 1.39%, respectively, of the Loan
Group 1 balance and the three largest of the related loan groups in Loan Group 2
representing approximately 9.85%, 7.67% and 7.31% of the Loan Group 2 balance as
of the cut-off date. A concentration of mortgage loans with the same borrower or
related borrowers also can pose increased risks. For instance, if a borrower
that owns several mortgaged properties experiences financial difficulty at one
mortgaged property, or another income-producing property that it owns, it could
attempt to avert foreclosure by filing a bankruptcy petition that might have the
effect of interrupting monthly payments for an indefinite period on all of the
related mortgage loans. See Annex A-1 for Mortgage Loans with related borrowers.
S-38
RISKS RELATING TO PROPERTY TYPE CONCENTRATION
A concentration of mortgage loans secured by the same mortgaged property
types can increase the risk that a decline in a particular industry or business
would have a disproportionately large impact on the pool of mortgage loans. In
particular, the mortgage loans in Loan Group 1 are secured primarily by
properties other than multifamily properties and the mortgage loans in Loan
Group 2 are secured primarily by multifamily properties. Because principal
distributions on the Class A-1A Certificates are generally received from
collections on the mortgage loans in Loan Group 2, an adverse event with respect
to multifamily properties would have a substantially greater impact on the Class
A-1A Certificates than if that class received principal distributions from loans
secured by other property types as well. However, on and after any distribution
date on which the certificate principal balances of the Class A-J and Class B
through Class P Certificates have been reduced to zero, the Class A-1A
Certificates will receive principal distributions from the collections on the
pool of mortgage loans, pro rata, with the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-AB and Class A-5 Certificates. Furthermore, because the
amount of principal that will be distributed to the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-AB, Class A-5A, Class A-5B 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, Class A-2, Class A-3, Class
A-4, Class A-AB, Class A-5A and Class A-5B 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.
The following are certain property type concentrations of the pool of
mortgage loans as of the cut-off date (based on the allocated loan amount):
o 50 multifamily and manufactured housing community properties
representing 26.24% of the outstanding pool balance, 4.89% of the Loan
Group 1 balance and 100.00% of the Loan Group 2 balance as of the
cut-off date;
o 29 office properties representing 25.49% of the outstanding pool
balance and 32.86% of the Loan Group 1 balance as of the cut-off date;
o 44 retail properties representing 24.03% of the outstanding pool
balance and 30.98% of the Loan Group 1 balance as of the cut-off date;
o 18 hotel properties representing 9.16% of the outstanding pool balance
and 11.82% of the Loan Group 1 balance as of the cut-off date;
o 6 mixed use properties representing 7.29% of the outstanding pool
balance and 9.40% of the Loan Group 1 balance as of the cut-off date;
o 39 self storage properties representing 6.48% of the outstanding pool
balance and 8.35% of the Loan Group 1 balance as of the cut-off date;
and
o 4 industrial properties representing 1.32% of the outstanding pool
balance and 1.70% of the Loan Group 1 balance as of the cut-off date.
GEOGRAPHIC CONCENTRATION ENTAILS RISKS
As of the cut-off date, the mortgaged properties are located in 31 states
and the District of Columbia. 21 mortgaged properties, securing mortgage loans
representing 28.92% of the outstanding pool balance, are located in California.
21 mortgaged properties, securing mortgage loans representing 17.08% of the
outstanding pool balance, are located in New York. 26 mortgaged properties,
securing mortgage loans representing 10.25% of the outstanding pool balance as
of the cut-off date, are located in Florida. 28 mortgaged properties, securing
mortgage loans representing 9.46% of the outstanding pool balance as of the
cut-off date, are located in Texas. See the table entitled "GEOGRAPHIC
CONCENTRATION OF MORTGAGE LOANS" under "DESCRIPTION OF THE MORTGAGE POOL" in
this prospectus supplement. Also for certain legal aspects of mortgage loans
secured by mortgaged properties located in California, see "LEGAL ASPECTS OF
MORTGAGE LOANS" in this prospectus supplement. Except as set forth in this
paragraph, no state contains more than 3.75% of the mortgaged properties (based
on the principal balance as of the
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cut-off date of the related mortgage loans or, in the case of mortgage loans
secured by multiple mortgaged properties, on the portion of principal amount of
the related mortgage loan allocated to such mortgaged property).
The economy of any state or region in which a mortgaged property is located
may be adversely affected more than that of other areas of the country by:
o certain developments particularly affecting industries concentrated in
such state or region;
o conditions in the real estate markets where the mortgaged properties
are located;
o changes in governmental rules and fiscal policies;
o acts of nature, including earthquakes, floods and hurricanes (which may
result in uninsured losses); see "RISK FACTORS--RISKS RELATED TO THE
MORTGAGE LOANS--PROPERTY INSURANCE" in this prospectus supplement; and
o other factors which are beyond the control of the borrowers.
For example, improvements on mortgaged properties located in California may
be more susceptible to certain types of special hazards not fully covered by
insurance (such as earthquakes) than properties located in other parts of the
country. To the extent that general economic or other relevant conditions in
states or regions in which concentrations of mortgaged properties securing
significant portions of the aggregate principal balance of the mortgage loans
are located decline and result in a decrease in commercial property, housing or
consumer demand in the region, the income from and market value of the mortgaged
properties and repayment by borrowers may be adversely affected.
MULTIFAMILY PROPERTIES HAVE SPECIAL RISKS
50 of the mortgaged properties (including 5 manufactured housing community
properties), which represent security for 26.24% of the outstanding pool
balance, 4.89% of the Loan Group 1 balance and 100% of the Loan Group 2 balance
as of the cut-off date, are multifamily properties. 2 of these mortgaged
properties, representing security for 0.59% of the outstanding pool balance and
2.64% of the Loan Group 2 balance as of the cut-off date, provide housing for
students in all or a majority of its units.
A large number of factors may adversely affect the value and successful
operation of a multifamily property, including:
o the physical attributes of the apartment building (E.G., its age,
appearance and construction quality);
o the location of the property (E.G., a change in the neighborhood over
time);
o the ability of management to provide adequate maintenance and
insurance;
o the types of services the property provides;
o the property's reputation;
o the level of mortgage interest rates (which may encourage tenants to
purchase rather than rent housing);
o in the case of student housing facilities, which may be more
susceptible to damage or wear and tear than other types of multifamily
housing, the reliance on the financial well-being of the college or
university to which it relates, competition from on-campus housing
units, which may adversely affect occupancy, the physical layout of the
housing, which may not be readily convertible to traditional
multifamily use, and that student tenants have a higher turnover rate
than other types of multifamily tenants, which in certain cases is
compounded by the fact that student leases are available for periods of
less than 12 months;
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o the presence of competing properties in the local market;
o the tenant mix, particularly if the tenants are predominantly students,
personnel from or workers related to a military base or workers from a
particular business or industry;
o adverse local or national economic conditions, which may limit the
amount of rent that can be charged and may result in a reduction in
timely rent payments or a reduction in occupancy;
o state and local regulations;
o government assistance/rent subsidy programs; and
o national, state, or local politics.
Certain states regulate the relationship of an owner and its tenants.
Commonly, these laws require a written lease, good cause for eviction,
disclosure of fees, and notification to residents of changed land use, while
prohibiting unreasonable rules, retaliatory evictions, and restrictions on a
resident's choice of unit vendors. Apartment building owners have been the
subject of suits under state "Unfair and Deceptive Practices Acts" and other
general consumer protection statutes for coercive, abusive or unconscionable
leasing and sales practices. A few states offer more significant protection. For
example, there are provisions that limit the basis on which a landlord may
terminate a tenancy or increase its rent or prohibit a landlord from terminating
a tenancy solely by reason of the sale of the owner's building.
In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities, including those in which certain of the
mortgaged properties are located, impose rent control on apartment buildings.
These ordinances may limit rent increases to fixed percentages, to percentages
of increases in the consumer price index, to increases set or approved by a
governmental agency, or to increases determined through mediation or binding
arbitration. In many cases, the rent control laws do not permit vacancy
decontrol. Local authorities may not be able to impose rent control because it
is pre-empted by state law in certain states, and rent control is not imposed at
the state level in those states. In some states, however, local rent control
ordinances are not pre-empted for tenants having short-term or month-to-month
leases, and properties there may be subject to various forms of rent control
with respect to those tenants. Any limitations on a borrower's ability to raise
property rents may impair such borrower's ability to repay its multifamily loan
from its net operating income or the proceeds of a sale or refinancing of the
related multifamily property.
Certain of the mortgage loans may be secured by mortgaged properties that
are currently eligible (or may become eligible in the future) for and have
received low income housing tax credits pursuant to Section 42 of the Internal
Revenue Code in respect of various units within the mortgaged property or have
tenants that rely on rent subsidies under various government-funded programs,
including the Section 8 Tenant-Based Assistance Rental Certificate Program of
the United States Department of Housing and Urban Development. There is no
assurance that such programs will be continued in their present form or that the
level of assistance provided will be sufficient to generate enough revenues for
the related borrower to meet its obligations under the related mortgage loan.
MANUFACTURED HOUSING COMMUNITY PROPERTIES HAVE SPECIAL RISKS. 5 of the
mortgaged properties, which represent security for 1.35% of the outstanding pool
balance, 1.05% of the Loan Group 1 balance and 2.39% of the Loan Group 2 balance
as of the cut-off date, are manufactured housing community properties. Loans
secured by liens on manufactured housing community properties pose risks not
associated with loans secured by liens on other types of income-producing real
estate.
The successful operation of a manufactured housing property may depend upon
the number of other competing residential developments in the local market, such
as:
o other manufactured housing community properties;
o apartment buildings; and
o site-built single family homes.
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Other factors may also include:
o the physical attributes of the community, including its age and
appearance;
o the location of the manufactured housing property;
o the ability of management to provide adequate maintenance and
insurance;
o the type of services or amenities it provides;
o the property's reputation; and
o state and local regulations, including rent control and rent
stabilization.
The manufactured housing community properties are "special purpose"
properties that could not be readily converted to general residential, retail or
office use. Thus, if the operation of any of the manufactured housing community
properties becomes unprofitable due to competition, age of the improvements or
other factors such that the borrower becomes unable to meet its obligations on
the related mortgage loan, the liquidation value of that manufactured housing
property may be substantially less, relative to the amount owing on the related
mortgage loan, than would be the case if the manufactured housing community
property were readily adaptable to other uses.
Certain of the manufactured housing community mortgaged properties may be
recreational vehicle parks. These properties may depend on revenue from tourism,
and may be visited, and generate cash flow, only during certain seasons of the
year. Therefore, these properties may be subject to seasonality risk that other
manufactured housing community mortgaged properties may not be subject to, or
may be subject to fluctuations in tourism rates.
OFFICE PROPERTIES HAVE SPECIAL RISKS
29 of the mortgaged properties, which represent security for 25.49% of the
outstanding pool balance and 32.86% of the Loan Group 1 balance as of the
cut-off date, are office properties.
Various factors may adversely affect the value of office properties,
including:
o the quality of an office building's tenants;
o an economic decline in the business operated by the tenants;
o the diversity of an office building's tenants (or reliance on a single
or dominant tenant);
o the physical attributes of the building in relation to competing
buildings (e.g., age, condition, design, location, access to
transportation and ability to offer certain amenities, including,
without limitation, current business wiring requirements);
o the desirability of the area as a business location;
o the strength and nature of the local economy (including labor costs and
quality, tax environment and quality of life for employees); and
o an adverse change in population, patterns of telecommuting or sharing
of office space, and employment growth (which creates demand for office
space).
Moreover, the cost of refitting office space for a new tenant is often
higher than the cost of refitting other types of property.
RETAIL PROPERTIES HAVE SPECIAL RISKS
44 of the mortgaged properties, which represent security for 24.03% of the
outstanding pool balance and 30.98% of the Loan Group 1 balance as of the
cut-off date, are retail properties. Of these, 20 mortgaged properties,
representing security for 19.91% of the outstanding pool balance and 25.68% of
the Loan Group 1 balance as of the cut-off date, are considered by the
applicable mortgage loan seller to be anchored or shadow anchored properties. 10
mortgaged properties, representing security for
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2.64% of the outstanding pool balance and 3.41% of the Loan Group 1 balance as
of the cut-off date, are considered by the applicable mortgage loan seller to be
unanchored mortgaged properties. 14 mortgaged properties, representing security
for 1.47% of the outstanding pool balance and 1.90% of the Loan Group 1 balance
as of the cut-off date, are single tenant properties. The quality and success of
a retail property's tenants significantly affect the property's value. For
example, if the sales of retail tenants were to decline, rents tied to a
percentage of gross sales may decline and those tenants may be unable to pay
their rent or other occupancy costs. Certain tenants at various mortgaged
properties may have rents tied to a percentage of gross sales.
The presence or absence of an "anchor tenant" or a "shadow anchor" in or
near a shopping center also can be important, because anchors play a key role in
generating customer traffic and making a center desirable for other tenants. An
"anchor tenant" is usually proportionately larger in size than most other
tenants in the mortgaged property, is vital in attracting customers to a retail
property and is located on the related mortgaged property. A "shadow anchor" is
usually proportionally larger in size than most tenants in the mortgaged
property, is important in attracting customers to a retail property and is
located sufficiently close and convenient to the mortgaged property, but not on
the mortgaged property, so as to influence and attract potential customers. The
economic performance of an anchored or shadow anchored retail property will
consequently be adversely affected by:
o an anchor tenant's or shadow anchor tenant's failure to renew its
lease;
o termination of an anchor tenant's or shadow anchor tenant's lease, or
if the anchor tenant or shadow anchor owns its own site, a decision to
vacate;
o the bankruptcy or economic decline of an anchor tenant, shadow anchor
or self-owned anchor; or
o the cessation of the business of an anchor tenant, a shadow anchor
tenant or of a self-owned anchor (notwithstanding its continued payment
of rent).
If an anchor store in a mortgaged property were to close, the related
borrower may be unable to replace that anchor in a timely manner or may suffer
adverse economic consequences. Furthermore, certain of the anchor stores at the
retail properties have co-tenancy clauses in their leases or operating
agreements which permit those anchors to cease operating if certain other stores
are not operated at those locations. The breach of various other covenants in
anchor store leases or operating agreements also may permit those stores to
cease operating. Certain non-anchor tenants at retail properties also may be
permitted to terminate their leases if certain other stores are not operated or
if those tenants fail to meet certain business objectives. Certain tenants at
various mortgaged properties are closed for business or otherwise not in
occupancy and/or have co-tenancy clauses or other termination provisions in
their leases. These and other similar situations could adversely affect the
performance of the related mortgage loan and adversely affect distributions to
certificateholders.
Retail properties also face competition from sources outside a given real
estate market. For example, all of the following compete with more traditional
retail properties for consumer business:
o factory outlet centers;
o discount shopping centers and clubs;
o catalogue retailers;
o home shopping networks;
o internet web sites; and
o telemarketers.
Continued growth of these alternative retail outlets (which often have
lower operating costs) could adversely affect the rents collectible at the
retail properties included in the mortgage pool, as well as the income from, and
market value of, the mortgaged properties. Moreover, additional competing retail
properties have been and may in the future be built in the areas where the
retail
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properties are located. Such competition could adversely affect the performance
of the related mortgage loan and adversely affect distributions to
certificateholders.
In addition, although renovations and expansion at a mortgaged property
will generally enhance the value of the mortgaged property over time, in the
short term, construction and renovation work at a mortgaged property may
negatively impact net operating income as customers may be deterred from
shopping at or near a construction site.
HOTEL PROPERTIES HAVE SPECIAL RISKS
There are 18 hotel properties, securing approximately 9.16% of the
outstanding pool balance as of the cut-off date (or approximately 11.82% of the
Loan Group 1 balance as of the cut-off date). 6 of such hotel properties are
considered full service, securing approximately 4.50% of the outstanding pool
balance as of the cut-off date (or approximately 5.81% of the Loan Group 1
balance as of the cut-off date), 8 of such hotel properties, securing
approximately 2.73% of the outstanding pool balance as of the cut-off date (or
approximately 3.52% of the Loan Group 1 balance as of the cut-off date), are
considered limited service; and 4 of such hotel properties, securing
approximately 1.93% of the outstanding pool balance as of the cut-off date (or
approximately 2.49% of the Loan Group 1 balance as of the cut-off date), are
considered extended stay.
Various factors may adversely affect the economic performance of a hotel,
including:
o adverse economic and social conditions, either local, regional or
national (which may limit the amount that can be charged per room and
reduce occupancy levels);
o the construction of competing hotels or resorts;
o continuing expenditures for modernizing, refurbishing and maintaining
existing facilities prior to the expiration of their anticipated useful
lives;
o conversion to alternative uses which may not be readily made;
o a deterioration in the financial strength or managerial capabilities of
the owner and operator of a hotel;
o changes in travel patterns (including, for example, the decline in air
travel following the terrorist attacks in New York City, Washington,
D.C. and Pennsylvania) caused by changes in access, energy prices,
strikes, relocation of highways, the construction of additional
highways or other factors;
o management ability of property managers;
o desirability of particular locations;
o location, quality and hotel management company's affiliation, each of
which affects the economic performance of a hotel; and
o relative illiquidity of hotel investments which limits the ability of
the borrowers and property managers to respond to changes in economic
or other conditions.
Because hotel rooms generally are rented for short periods of time, the
financial performance of hotels tends to be affected by adverse economic
conditions and competition more quickly than other commercial properties.
Moreover, the hotel and lodging industry is generally seasonal in nature
and different seasons affect different hotels depending on type and location.
This seasonality can be expected to cause periodic fluctuations in a hotel
property's room and restaurant revenues, occupancy levels, room rates and
operating expenses.
The liquor licenses for most of the applicable mortgaged properties are
commonly held by affiliates of the mortgagors, unaffiliated managers and
operating lessees. The laws and regulations relating to liquor licenses
generally prohibit the transfer of such licenses to any person. In the event of
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a foreclosure of a hotel property that holds a liquor license, a purchaser
in a foreclosure sale would likely have to apply for a new license, which might
not be granted or might be granted only after a delay which could be
significant. There can be no assurance that a new license could be obtained
promptly or at all. The lack of a liquor license in a full-service hotel could
have an adverse impact on the revenue from the related mortgaged property or on
the hotel's occupancy rate.
The hotel properties are affiliated with a hotel management company through
management agreements or with a hotel chain through a franchise agreement. The
performance of a hotel property affiliated with a franchise or hotel management
company depends in part on:
o the continued existence, reputation, and financial strength of the
franchisor or hotel management company;
o the public perception of the franchise or management company or hotel
chain service mark; and
o the duration of the franchise licensing agreement or management
agreement.
Any provision in a franchise agreement providing for termination because of
the bankruptcy of a franchisor generally will not be enforceable. Replacement
franchises may require significantly higher fees.
Transferability of franchise license agreements is generally restricted. In
the event of a foreclosure, the lender or its agent would not have the right to
use the franchise license without the franchisor's consent.
No assurance can be given that the trust fund could renew a management
agreement or obtain a new management agreement following termination of the
agreement in place at the time of foreclosure.
SELF STORAGE PROPERTIES HAVE SPECIAL RISKS
There are 39 self storage properties, securing approximately 6.48% of the
outstanding pool balance and 8.35% of the loan group 1 balance, as of the
cut-off date.
The self storage facilities market contains low barriers to entry. In
addition, due to the short-term nature of self storage leases, self storage
properties also may be subject to more volatility in terms of supply and demand
than loans secured by other types of properties.
Because of the construction utilized in connection with certain self
storage facilities, it might be difficult or costly to convert such a facility
to an alternative use. Thus, liquidation value of self storage properties may be
substantially less than would be the case if the same were readily adaptable to
other uses. In addition, it is difficult to assess the environmental risks posed
by these facilities due to tenant privacy, anonymity and unsupervised access to
these facilities. Therefore, these 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 that
they will remain so in the future.
INDUSTRIAL PROPERTIES HAVE SPECIAL RISKS
There are 4 industrial properties, securing approximately 1.32% of the
outstanding pool balance and 1.70% of the Loan Group 1 balance as of the cut-off
date. Significant factors determining the value of industrial properties are:
o the quality of tenants;
o building design and adaptability; and
o the location of the property.
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Concerns about the quality of tenants, particularly major tenants, are
similar in both office properties and industrial properties.
Industrial properties may be adversely affected by reduced demand for
industrial space occasioned by a decline in a particular industry segment (for
example, a decline in defense spending), and a particular industrial property
that suited the needs of its original tenant may be difficult to re-let to
another tenant or may become functionally obsolete relative to newer properties.
In addition, lease terms with respect to industrial properties are generally for
shorter periods of time and may result in a substantial percentage of leases
expiring in the same year at any particular industrial property.
Aspects of building site design and adaptability affect the value of an
industrial property. Site characteristics which are generally desirable to an
industrial property include high, clear ceiling heights, wide column spacing, a
large number of bays (loading docks) and large bay depths, divisibility, minimum
large truck turning radii and overall functionality and accessibility. Location
is also important because an industrial property requires the availability of
labor sources, proximity to supply sources and customers and accessibility to
rail lines, major roadways and other distribution channels. Because of the
construction utilized in connection with certain industrial facilities, it might
be difficult or costly to convert such a facility to an alternative use.
PROPERTIES WITH CONDOMINIUM OWNERSHIP HAVE SPECIAL RISKS
Some of the mortgage loans are secured, in whole or in part, by the related
borrower's fee simple ownership interest in one or more condominium units. The
management and operation of a condominium is generally controlled by a
condominium board representing the owners of the individual condominium units,
subject to the terms of the related condominium rules or by-laws. For example,
the MacArthur Portfolio mortgage loan, representing 2.28% of the outstanding
pool balance and 2.93% of the Loan Group 1 balance as of the cut-off date, is
secured by the borrower's fee simple interest in condominium units. Generally,
the consent of a majority of the board members is required for any actions of
the condominium board and a unit owner's ability to control decisions of the
board are generally related to the number of units owned by such owner as a
percentage of the total number of units in the condominium. The condominium
board is generally responsible for administration of the affairs of the
condominium, including providing for maintenance and repair of common areas,
adopting rules and regulations regarding common areas, and obtaining insurance
and repairing and restoring the common areas of the property after a casualty.
Notwithstanding the insurance and casualty provisions of the related mortgage
loan documents, the condominium board may have the right to control the use of
casualty proceeds. In addition, the condominium board generally has the right to
assess individual unit owners for their share of expenses related to the
operation and maintenance of the common elements. In the event that an owner of
another unit fails to pay its allocated assessments, the related borrower may be
required to pay such assessments in order to properly maintain and operate the
common elements of the property. Although the condominium board generally may
obtain a lien against any unit owner for common expenses that are not paid, such
lien generally is extinguished if a lender takes possession pursuant to a
foreclosure. Each unit owner is responsible for maintenance of its respective
unit and retains essential operational control over its unit.
Due to the nature of condominiums and a borrower's ownership interest
therein, a default on a mortgage loan secured by the borrower's interest in one
or more condominium units may not allow the related lender the same flexibility
in realizing upon the underlying real property as is generally available with
respect to non-condominium properties. The rights of any other unit owners, the
governing documents of the owners' association and state and local laws
applicable to condominiums must be considered and respected. Consequently,
servicing and realizing upon such collateral could subject the trust to greater
expense and risk than servicing and realizing upon collateral for other loans
that are not condominiums.
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CERTAIN ADDITIONAL RISKS RELATED TO TENANTS
The income from, and market value of, the mortgaged properties leased to
various tenants would be adversely affected if:
o space in the mortgaged properties could not be leased or re-leased;
o tenants were unable to meet their lease obligations;
o a significant tenant were to become a debtor in a bankruptcy case; or
o rental payments could not be collected for any other reason.
Repayment of the mortgage loans secured by retail, office and industrial
properties will be affected by the expiration of leases and the ability of the
respective borrowers to renew the leases or relet the space on comparable terms.
In this regard, the three largest tenants and their respective lease expiration
dates for retail, office and industrial properties are set forth on Annex A-1 to
this prospectus supplement. Certain of the significant tenants have lease
expiration dates that occur prior to the maturity date of the related mortgage
loan. Certain of the mortgaged properties may be leased in whole or in part by
government-sponsored tenants who may have the right to cancel their leases at
any time or for lack of appropriations. Additionally, mortgage loans may have
concentrations 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.
Even if vacated space is successfully relet, the costs associated with
reletting, including tenant improvements and leasing commissions, could be
substantial and could reduce cash flow from the mortgaged properties. Moreover,
if a tenant defaults on its obligations to a borrower, the borrower may incur
substantial costs and experience significant delays associated with enforcing
its rights and protecting its investment, including costs incurred in renovating
and reletting the mortgaged property.
Additionally, in certain jurisdictions, if tenant leases are subordinated
to the liens created by the mortgage but do not contain attornment provisions
(provisions requiring the tenant to recognize a successor owner following
foreclosure as landlord under the lease), the leases may terminate at the
tenant's option upon the transfer of the property to a foreclosing lender or
purchaser at foreclosure. Accordingly, if a mortgaged property is located in
such a jurisdiction and is leased to one or more desirable tenants under leases
that are subordinate to the mortgage and do not contain attornment provisions,
that mortgaged property could experience a further decline in value if the
tenants' leases were terminated.
Certain of the mortgaged properties may be leased to tenants under leases
that provide that tenant with a right of first refusal to purchase the related
mortgaged property upon a sale of the mortgaged property. Such provisions, if
not waived, may impede the lender's ability to sell the related mortgaged
property at foreclosure or adversely affect the foreclosure bid price.
Certain of the mortgaged properties may have tenants that are related to or
affiliated with a borrower. In such cases, a default by the borrower may
coincide with a default by the affiliated tenants. Additionally, even if the
property becomes an REO property, it is possible that an affiliate of the
borrower may remain as a tenant.
TENANT BANKRUPTCY ENTAILS RISKS
The bankruptcy or insolvency of a major tenant, or a number of smaller
tenants, in retail, office and industrial properties may adversely affect the
income produced by a mortgaged property. One or more tenants at a particular
mortgaged property may have been or may currently be the subject of bankruptcy
or insolvency proceedings. Under the federal 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). The claim would
be limited to the unpaid rent under the lease for the periods prior to the
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bankruptcy petition (or earlier surrender of the leased premises), plus the rent
under the lease for the greater of one year, or 15% (not to exceed three years),
of the remaining term of that lease.
ENVIRONMENTAL LAWS ENTAIL RISKS
Various environmental laws may make a current or previous owner or operator
of real property liable for the costs of removal, remediation or containment of
hazardous or toxic substances on, under, in, or emanating from that property.
Those laws often impose liability whether or not the owner or operator knew of,
or was responsible for, the presence of the hazardous or toxic substances. For
example, certain laws impose liability for release of asbestos-containing
materials into the air or require the removal or containment of the
asbestos-containing materials; polychlorinated biphenyls in hydraulic or
electrical equipment are regulated as hazardous or toxic substances; and the
United States Environmental Protection Agency has identified health risks
associated with elevated radon gas levels in buildings. In some states,
contamination of a property may give rise to a lien on the property for payment
of the costs of addressing the condition. This lien may have priority over the
lien of a pre-existing mortgage. Additionally, third parties may seek recovery
from owners or operators of real properties for personal injury or property
damages associated with exposure to hazardous or toxic substances related to the
properties.
Federal law requires owners of certain residential housing constructed
prior to 1978 to disclose to potential residents or purchasers any condition on
the property that causes exposure to lead-based paint. Contracts for the
purchase and sale of an interest in residential housing constructed prior to
1978 must contain a "Lead Warning Statement" that informs the purchaser of the
potential hazards to pregnant women and young children associated with exposure
to lead-based paint. The ingestion of lead-based paint chips and/or the
inhalation of dust particles from lead-based paint by children can cause
permanent injury, even at low levels of exposure. Property owners may be held
liable for injuries to their tenants resulting from exposure to lead-based paint
under common law and various state and local laws and regulations that impose
affirmative obligations on property owners of residential housing containing
lead-based paint.
The owner's liability for any required remediation generally is not limited
by law and could accordingly exceed the value of the property and/or the
aggregate assets of the owner. The presence of hazardous or toxic substances
also may adversely affect the owner's ability to refinance the property or to
sell the property to a third party. The presence of, or strong potential for
contamination by, hazardous substances consequently can have a materially
adverse effect on the value of the mortgaged property and a borrower's ability
to repay its mortgage loan.
In addition, under certain circumstances, a lender (such as the trust)
could be liable for the costs of responding to an environmental hazard. See
"CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS--ENVIRONMENTAL CONSIDERATIONS" in the
prospectus.
In certain cases where the environmental consultant recommended that action
be taken in respect of a materially adverse or potentially material adverse
environmental condition at the related mortgaged property:
o an environmental consultant investigated those conditions and
recommended no further investigations or remedial action;
o a responsible third party was identified as being responsible for the
remedial action; or
o the related originator of the subject mortgage loan generally required
the related borrower to:
(a) take investigative and/or remedial action;
(b) carry out an operation and maintenance plan or other specific
remedial action measures post-closing and/or to establish an
escrow reserve in an amount sufficient for effecting that plan
and/or the remedial action;
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(c) monitor the environmental condition and/or to carry out
additional testing, in the manner and within the time frame
specified by the environmental consultant;
(d) obtain or seek a letter from the applicable regulatory
authority stating that no further action was required;
(e) obtain environmental insurance or provide an indemnity or
guaranty from an individual or an entity (which may include the
sponsor); or
(f) the circumstance or condition has been remediated in all
material respects.
POTENTIAL TRUST LIABILITY RELATED TO A MATERIALLY ADVERSE ENVIRONMENTAL
CONDITION
The mortgage loan sellers have represented to the Depositor that all but 1
of the mortgaged properties within the 14 months preceding the cut-off date have
had (i) an environmental site assessment or (ii) an update of a previously
conducted assessment based upon information in an established database or study.
In the case of 1 mortgaged property, securing 0.09% of the outstanding pool
balance or 0.12% of the Loan Group 1 balance as of the cut-off date, a lenders'
environmental insurance policy was obtained with respect to the related
mortgaged property in lieu of obtaining an environmental site assessment or
update. Subject to certain conditions and exclusions, the environmental
insurance policies generally insure the trust against losses resulting from
certain known and unknown environmental conditions at the related mortgaged
property or properties during the applicable policy period. See "DESCRIPTION OF
THE MORTGAGE POOL--CERTAIN UNDERWRITING MATTERS--ENVIRONMENTAL SITE ASSESSMENTS"
in this prospectus supplement. There can be nO assurance that any such
assessment, study or review revealed all possible environmental hazards. Each
mortgage loan seller has informed the Depositor that to its actual knowledge,
without inquiry beyond the environmental assessment (or update of a previously
conducted assessment) or questionnaire completed by the borrower and submitted
to the mortgage loan seller in connection with obtaining an environmental
insurance policy in lieu of an environmental assessment, there are no
significant or material circumstances or conditions with respect to the
mortgaged property not revealed in the environmental assessment (or update of a
previously conducted assessment) or the borrower's environmental questionnaire.
The environmental assessments relating to certain of the mortgage loans revealed
the existence of friable or non-friable asbestos-containing materials,
lead-based paint, radon gas, leaking underground storage tanks, polychlorinated
biphenyl contamination, ground water contamination or other material
environmental conditions.
For more information regarding environmental considerations, see "CERTAIN
LEGAL ASPECTS OF MORTGAGE LOANS--ENVIRONMENTAL CONSIDERATIONS" in the
prospectus.
The pooling and servicing agreement requires that the special servicer
obtain an environmental site assessment of a mortgaged property prior to
acquiring title thereto on behalf of the trust or assuming its operation. Such
requirement may effectively preclude realization of the security for the related
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 will become liable under any environmental law.
However, there can be no assurance that the requirements of the pooling and
servicing agreement will effectively insulate the trust from potential liability
under environmental laws. See "THE POOLING AND SERVICING AGREEMENT--REALIZATION
UPON DEFAULTED MORTGAGE LOANS" in this prospectus supplement and "CERTAIN LEGAL
ASPECTS OF MORTGAGE LOANS--ENVIRONMENTAL CONSIDERATIONS" in the prospectus.
BORROWER MAY BE UNABLE TO REPAY THE REMAINING PRINCIPAL BALANCE ON THE MATURITY
DATE
135 mortgage loans, representing 99.45% of the outstanding pool balance,
99.29% of the Loan Group 1 balance and 100.00% of the Loan Group 2 balance as of
the cut-off date, are balloon loans that provide for substantial payments of
principal due at their stated maturities. 112 of the 135 mortgage loans
identified above, representing 77.34% of the outstanding pool balance, or 80.77%
of the Loan
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Group 1 balance and 65.51% of the Loan Group 2 balance as of the cut-off
date, have a balloon payment date in the year 2015.
Balloon loans involve a greater risk to the lender than fully amortizing
loans because a borrower's ability to repay a balloon loan on its maturity date
typically will depend upon its ability either to refinance such mortgage loan or
to sell the mortgaged property at a price sufficient to permit repayment. A
borrower's ability to achieve either of these goals will be affected by a number
of factors, including:
o the availability of, and competition for, credit for commercial real
estate projects;
o prevailing interest rates;
o the fair market value of the related properties;
o the borrower's equity in the related properties;
o the borrower's financial condition;
o the operating history and occupancy level of the property;
o tax laws; and
o prevailing general and regional economic conditions.
The availability of funds in the credit markets fluctuates over time.
There can be no assurance that a borrower will have the ability to repay
the remaining principal balance of the related mortgage loan on the pertinent
date.
RISKS RELATED TO MODIFICATION OF MORTGAGE LOANS WITH BALLOON PAYMENTS
In order to maximize recoveries on defaulted mortgage loans, the pooling
and servicing agreement enables the special servicer to extend and modify the
terms of mortgage loans (other than the General Motors Building loan and the
Loews Universal Hotel Portfolio loan, which are being serviced pursuant to a
separate pooling and servicing agreement) that are in material default or as to
which a payment default (including the failure to make a balloon payment) is
reasonably foreseeable, subject, however, to the limitations described under
"THE POOLING AND SERVICING AGREEMENT--SERVICING OF THE MORTGAGE LOANS;
COLLECTION OF PAYMENTS" in this prospectus supplement. The applicable servicer
and the special servicer may extend the maturity date of a mortgage loan under
limited circumstances. See "THE POOLING AND SERVICING AGREEMENT--MODIFICATIONS"
in this prospectus supplement. There can be no assurance, however, that any
extension or modification will increase the present value of recoveries in a
given case. Neither the servicers nor the special servicer will have the ability
to extend or modify the General Motors Building loan or the Loews Universal
Hotel Portfolio loan, because such mortgage loans are being serviced by another
servicer and special servicer pursuant to a separate pooling and servicing
agreement. Any delay in collection of a balloon payment that would otherwise be
distributable in respect of a class of certificates offered in this prospectus
supplement, whether such delay is due to borrower default or to modification of
the related mortgage loan by the special servicer or the applicable special
servicer servicing the General Motors Building loan or the Loews Universal Hotel
Portfolio loan, will likely extend the weighted average life of such class of
certificates. See "YIELD AND MATURITY CONSIDERATIONS" in this prospectus
supplement and in the prospectus.
RISKS RELATING TO BORROWERS' ORGANIZATION OR STRUCTURE
Although the mortgage loan documents generally contain covenants
customarily employed to ensure that a borrower is a single-purpose entity, in
many cases the borrowers are not required to observe all covenants that are
typically required in order for them to be viewed under standard rating agency
criteria as "special-purpose entities." In general, the borrowers'
organizational documents or the terms of the mortgage loans limit their
activities to the ownership of only the related mortgaged property or properties
and limit the borrowers' ability to incur additional indebtedness. These
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provisions are designed to mitigate the possibility that the borrowers'
financial condition would be adversely impacted by factors unrelated to the
mortgaged property and the mortgage loan. However, we cannot assure you that the
related borrowers will comply with these requirements. Also, although a borrower
may currently be a single-purpose entity, such a borrower may have previously
owned property other than the related mortgaged property and/or may not have
observed all covenants and conditions which typically are required to view a
borrower as a "single purpose entity." There can be no assurance that
circumstances that arose when the borrower did not observe the required
covenants will not impact the borrower or the related mortgaged property. In
addition, many of the borrowers and their owners do not have an independent
director whose consent would be required to file a voluntary bankruptcy petition
on behalf of such borrower. One of the purposes of an independent director of
the borrower (or of a special-purpose entity having an interest in the borrower)
is to avoid a bankruptcy petition filing which is intended solely to benefit an
affiliate and is not justified by the borrower's own economic circumstances.
Borrowers (and any special purpose entity having an interest in any such
borrowers) that do not have an independent director may be more likely to file a
voluntary bankruptcy petition and therefore less likely to repay the related
mortgage loan. The bankruptcy of a borrower, or the general partner or the
managing member of a borrower, may impair the ability of the lender to enforce
its rights and remedies under the related mortgage.
With respect to 7 mortgage loans, representing 5.96% of the outstanding
pool balance, 3.73% of the Group 1 Loan Balance and 13.68% of the Group 2 Loan
Balance, two or more borrowers own the related mortgaged property as
tenants-in-common. The mortgage loans are:
o Communities at Southwood
o Glendale Shopping Center - Glendale, CA
o Mission Sandy Springs Apartments
o Marshall & Isley Bldg
o County of Los Angeles Building
o Trussville Office Park
o Wildwood Apartments
Under certain circumstances, a tenant-in-common can be forced to sell its
property, including by a bankruptcy trustee, one or more other tenants-in-common
seeking to partition the property and/or by a governmental lienholder in the
event of unpaid taxes. Such forced sale or action for partition of a mortgaged
property may occur during a market downturn and could result in an early
repayment of the related mortgage loan, a significant delay in recovery against
the tenant-in-common borrowers and/or a substantial decrease in the amount
recoverable. These factors could cause losses to certificateholders. In most
cases, the related tenant-in-common borrower waived its right to partition,
reducing the risk of partition. However, there can be no assurance that, if
challenged, this waiver would be enforceable. In addition, because the
tenant-in-common structure may cause delays in the enforcement of remedies
(because each time a tenant-in-common borrower files for bankruptcy, the
bankruptcy court stay will be reinstated), in most cases, the related
tenant-in-common borrower is a special purpose entity (in some cases
bankruptcy-remote), reducing the risk of bankruptcy. In addition, in some cases,
the related mortgage loan documents provide for full recourse to the related
tenant-in-common borrower and the related guarantor if a tenant-in-common
borrower files for bankruptcy. However, there can be no assurance that a
bankruptcy proceeding by a single tenant-in-common borrower will not delay
enforcement of this mortgage loan. Additionally, in some cases, subject to the
terms of the related mortgage loan documents, the tenant-in-common borrowers may
assign their interests to one or more tenant-in-common borrowers. Such increase
in the number of tenant-in-common borrowers increases the risks related to this
ownership structure. For information related to the sponsor or advisor to the
sponsor of the Mortgage Loan known as "MARSHALL & ISLEY BLDG," SEE "--RISKS
RELATED TO LITIGATION" below.
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RISKS RELATED TO ADDITIONAL DEBT
The mortgage loans generally prohibit the borrower from incurring any
additional debt secured by the mortgaged property without the consent of the
lender. Generally, none of the Depositor, the mortgage loan sellers, the
underwriters, the servicers, the special servicer or the trustee have made any
investigations, searches or inquiries to determine the existence or status of
any subordinate secured financing with respect to any of the mortgaged
properties at any time following origination of the related mortgage loan.
However, the mortgage loan sellers have informed us that they are aware of the
actual or potential additional debt secured by a mortgaged property with respect
to the mortgage loans described under "DESCRIPTION OF THE MORTGAGE POOL--CERTAIN
TERMS AND CONDITIONS OF THE MORTGAGE LOANS--OTHER FINANCING."
Except to the extent set forth in the last sentence of this paragraph, all
of the mortgage loans either prohibit future unsecured subordinated debt that is
not incurred in the ordinary course of business, or require lender's consent to
incur such debt. Moreover, in general, any borrower that does not meet the
single-purpose entity criteria may not be prohibited from incurring additional
debt. This additional debt may be secured by other property owned by such
borrower. Certain of these borrowers may have already incurred additional debt.
The mortgage loan sellers have informed us that they are aware of actual or
potential unsecured debt with respect to the mortgage loans described under
"DESCRIPTION OF THE MORTGAGE POOL--CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE
LOANS--OTHER FINANCING."
Although the mortgage loans generally restrict the transfer or pledging of
general partnership and managing member equity interests in a borrower subject
to certain exceptions, the terms of the mortgage loans generally permit, subject
to certain limitations, the transfer or pledge of less than a certain specified
portion of the general partnership, managing membership, limited partnership or
non-managing membership equity interests in a borrower. In addition, in general,
the parent entity of any borrower that does not meet single purpose entity
criteria may not be restricted in any way from incurring mezzanine debt secured
by pledges of their equity interests in such borrower. With respect to mezzanine
financing, while a mezzanine lender has no security interest in or rights to the
related mortgaged properties, a default under a mezzanine loan could cause a
change in control of the related borrower. With respect to these mortgage loans,
the relative rights of the mortgagee and the related mezzanine lender are
generally set forth in an intercreditor agreement, which agreements typically
provide that the rights of the mezzanine lender (including the right to payment)
are subordinate to the rights of the mortgage loan lender against the mortgage
loan borrower and mortgaged property. The mortgage loan sellers have informed us
that they are aware of existing or potential mezzanine debt with respect to the
mortgage loans described under "DESCRIPTION OF THE MORTGAGE POOL--CERTAIN TERMS
AND CONDITIONS OF THE MORTGAGE LOANS--OTHER FINANCING."
Although the terms of the mortgage loans generally prohibit additional debt
of the borrowers and debt secured by ownership interests in the borrowers,
except as provided above, it has not been confirmed whether or not any of the
borrowers have incurred additional secured or unsecured debt, or have permitted
encumbrances on the ownership interests in such borrowers. There can be no
assurance that the borrowers have complied with the restrictions on indebtedness
contained in the related mortgage loan documents.
When a borrower (or its constituent members) also has one or more other
outstanding loans (even if subordinated or mezzanine loans), the trust is
subjected to additional risk. The borrower may have difficulty servicing and
repaying multiple loans. The existence of another loan generally makes it more
difficult for the borrower to obtain refinancing of the mortgage loan and may
thereby jeopardize repayment of the mortgage loan. Moreover, the need to service
additional debt may reduce the cash flow available to the borrower to operate
and maintain the mortgaged property. In addition, with respect to the mezzanine
financing, in most of these cases a mezzanine lender will have a right to
purchase a mortgage loan in certain default situations. This may cause an early
prepayment of the related mortgage loan.
Additionally, if the borrower (or its constituent members) defaults on the
mortgage loan and/or any other loan, actions taken by other lenders could impair
the security available to the trust. If a
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junior lender files an involuntary petition for bankruptcy against the borrower
(or the borrower files a voluntary petition to stay enforcement by a junior
lender), the trust's ability to foreclose on the property would be automatically
stayed, and principal and interest payments might not be made during the course
of the bankruptcy case. The bankruptcy of another lender also may operate to
stay foreclosure by the trust.
Further, if another loan secured by the mortgaged property is in default,
the other lender may foreclose on the mortgaged property or, in the case of a
mezzanine loan, the related mezzanine lender may exercise its purchase rights,
in each case, absent an agreement to the contrary, thereby causing a delay in
payments and/or an involuntary repayment of the mortgage loan prior to its
maturity date. The trust may also be subject to the costs and administrative
burdens of involvement in foreclosure proceedings or related litigation.
BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS
Under the federal bankruptcy code, the filing of a petition in bankruptcy
by or against a borrower will stay the sale of the real property owned by that
borrower, as well as the commencement or continuation of a foreclosure action.
In addition, even if a court determines that the value of the mortgaged property
is less than the principal balance of the mortgage loan it secures, the court
may prevent a lender from foreclosing on the mortgaged property (subject to
certain protections available to the lender). As part of a restructuring plan, a
court also may reduce the amount of secured indebtedness to the then-current
value of the mortgaged property. This action would make the lender a general
unsecured creditor for the difference between the then-current value and the
amount of its outstanding mortgage indebtedness. A bankruptcy court also may:
o grant a debtor a reasonable time to cure a payment default on a
mortgage loan;
o reduce monthly payments due under a mortgage loan;
o change the rate of interest due on a mortgage loan; or
o otherwise alter the mortgage loan's repayment schedule.
Moreover, the filing of a petition in bankruptcy by, or on behalf of, a
junior lienholder may stay the senior lienholder from taking action to foreclose
on the junior lien. Additionally, the borrower's trustee or the borrower, as
debtor-in-possession, has certain special powers to avoid, subordinate or
disallow debts. In certain circumstances, the claims of the trustee may be
subordinated to financing obtained by a debtor-in-possession subsequent to its
bankruptcy.
Under the federal bankruptcy code, the lender will be stayed from enforcing
a borrower's assignment of rents and leases. The federal bankruptcy code also
may interfere with the trustee's ability to enforce any lockbox requirements.
The legal proceedings necessary to resolve these issues can be time consuming
and may significantly delay the lender's receipt of rents. Rents also may escape
an assignment to the extent they are used by the borrower to maintain the
mortgaged property or for other court authorized expenses.
As a result of the foregoing, the trustee's recovery with respect to
borrowers in bankruptcy proceedings may be significantly delayed, and the
aggregate amount ultimately collected may be substantially less than the amount
owed.
Certain of the mortgage loans may have had a sponsor that has filed for
bankruptcy protection more than ten years ago. An indirect equity owner of the
mortgage loan known as "Private Mini Storage Porfolio" filed for bankruptcy
protection in 2003. In all cases, the related entity or person has emerged from
bankruptcy. However, we cannot assure you that these sponsors will not be more
likely than other sponsors to utilize their rights in bankruptcy in the event of
any threatened action by the lender to enforce its rights under the related loan
documents.
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LACK OF SKILLFUL PROPERTY MANAGEMENT ENTAIL RISKS
The successful operation of a real estate project depends upon the property
manager's performance and viability. The property manager is generally
responsible for:
o responding to changes in the local market;
o planning and implementing the rental structure;
o operating the property and providing building services;
o managing operating expenses; and
o assuring that maintenance and capital improvements are carried out in a
timely fashion.
Properties deriving revenues primarily from short-term sources, such as
hotels and self storage facilities, are generally more management intensive than
properties leased to creditworthy tenants under long-term leases.
A good property manager, by controlling costs, providing appropriate
service to tenants and seeing to the maintenance of improvements, can improve
cash flow, reduce vacancy, leasing and repair costs and preserve the building's
value. On the other hand, management errors can, in some cases, impair
short-term cash flow and the long-term viability of an income-producing
property.
No representation or warranty can be made as to the skills or experience of
any present or future managers. Many of the property managers are affiliated
with the borrower and, in some cases, such property managers may not manage any
other properties. Additionally, there can be no assurance that the related
property manager will be in a financial condition to fulfill its management
responsibilities throughout the terms of its respective management agreement.
With respect to 1 mortgage loan, representing 0.42% of the outstanding pool
balance and 0.54% of the outstanding loan group 1 balance as of the cut-off
date, Triple Net Properties Realty, Inc. is the property manager. See "--RISKS
RELATED TO LITIGATION" below.
RISKS OF INSPECTIONS RELATING TO PROPERTY
Licensed engineers or consultants inspected the mortgaged properties in
connection with the origination of the mortgage loans to assess items such as
structure, exterior walls, roofing, interior construction, mechanical and
electrical systems and general condition of the site, buildings and other
improvements. However, there is no assurance that all conditions requiring
repair or replacement were identified, or that any required repairs or
replacements were effected.
RISKS TO THE MORTGAGED PROPERTIES RELATING TO TERRORIST ATTACKS
On September 11, 2001, the United States was subjected to multiple
terrorist attacks, resulting in the loss of many lives and massive property
damage and destruction in New York City, the Washington, D.C. area and
Pennsylvania. Terrorist attacks may adversely affect the revenues or costs of
operation of the mortgaged properties. It is possible that any further terrorist
attacks could (i) lead to damage to one or more of the mortgaged properties,
(ii) result in higher costs for insurance premiums or diminished availability of
insurance coverage for losses related to terrorist attacks, particularly for a
large mortgaged property, which could adversely affect the cash flow at such
mortgaged property, or (iii) impact leasing patterns or shopping patterns which
could adversely impact leasing revenue, retail traffic and percentage rent. In
particular, the decrease in air travel may have a negative effect on certain of
the mortgaged properties, including hotel properties and those mortgaged
properties in tourist areas, which could reduce the ability of those mortgaged
properties to generate cash flow. These disruptions and uncertainties could
materially and adversely affect the value of, and an investor's ability to
resell, the certificates. See "--PROPERTY INSURANCE" below.
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RECENT DEVELOPMENTS MAY INCREASE THE RISK OF LOSS ON THE MORTGAGE LOANS
The government of the United States has implemented full scale military
operations against Iraq and continues to maintain a military presence in
Afghanistan. In addition, the government of the United States has stated that it
is likely that future acts of terrorism may take place. It is impossible to
predict the extent to which any such military operations or any future terrorist
activities, either domestically or internationally, may affect the domestic and
world economy, financial markets, real estate markets, insurance costs and
investment trends within the United States and abroad. These disruptions and
uncertainties could materially and adversely affect the borrowers' abilities to
make payments under the mortgage loans, the ability of each transaction party to
perform their respective obligations under the transaction documents to which
they are a party, the value of the certificates and the ability of an investor
to resell the certificates.
PROPERTY INSURANCE
Subject to certain exceptions including where the mortgage loan documents
permit the borrower to rely on self-insurance provided by a tenant, the related
mortgage loan documents require the related borrower to maintain, or cause to be
maintained, property and casualty insurance. However, the mortgaged properties
may suffer losses due to risks that were not covered by insurance or for which
the insurance coverage is inadequate. Specifically, certain of the insurance
policies may expressly exclude coverage for losses due to mold, environmental
hazards, certain acts of nature, terrorist activities or other insurable
conditions or events.
In addition certain of the mortgaged properties are located in California,
Washington, Texas, Oregon, Nevada and along the Southeastern coastal areas of
the United States. These areas have historically been at greater risk regarding
acts of nature (such as earthquakes, floods, landslides and hurricanes) than
other states. The loans do not generally require the borrowers to maintain
earthquake or windstorm insurance and the related borrowers may not have
adequate coverage should such an act of nature occur.
There is no assurance that borrowers will maintain the insurance required
under the mortgage loan documents or that such insurance will be adequate.
Moreover, if reconstruction or any major repairs are required, changes in laws
may materially affect the borrower's ability to effect any reconstruction or
major repairs or may materially increase the costs of the reconstruction or
repairs.
Following the September 11, 2001 terrorist attacks, many reinsurance
companies (which assume some of the risk of policies sold by primary insurers)
indicated an intention to eliminate acts of terrorism from their reinsurance
coverage. Absent such coverage, primary insurers would have had to assume this
risk themselves causing insurers to either eliminate such coverage, increase the
amount of deductible for acts of terrorism or charge higher premiums. In order
to redress the potential lack of terrorism insurance coverage, Congress passed
the Terrorism Risk Insurance Act of 2002, thereby establishing the Terrorism
Insurance Program.
The Terrorism Insurance Program is administered by the Secretary of the
Treasury and provides insurers with financial assistance from the United States
government in the event a qualifying terrorist attack results in insurance
claims. Pursuant to the provisions of the Terrorism Risk Insurance Act of 2002,
the federal share of compensation equals 90% of the portion of insured loss that
exceeds an applicable deductible paid by the insurer during each program year.
The federal share in the aggregate in any program year may not exceed $100
billion. An insurer that has paid its deductible will not be liable for the
payment of any aggregate losses that exceed $100 billion, regardless of the
terms of the individual insurance contracts.
Through December 2005, insurance carriers are required under the program to
provide terrorism coverage in their standard extended coverage policies. The
Terrorism Insurance Program provides that 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. It also provides that any state approval of terrorism
insurance exclusions that were in force on
S-55
November 26, 2002 is also voided. The statute does not require policy holders to
purchase terrorism coverage nor does it stipulate the pricing of such coverage.
Moreover, most of the insurance policies written in 2005 contain sunset clauses
that void the terrorism coverage in December 2005 unless Congress extends the
coverage. There can be no assurance that each borrower under the mortgage loans
has purchased terrorism coverage.
The Terrorism Risk Insurance Act of 2002 only applies to acts that are
committed by an individual or individuals acting on behalf of a foreign person
or foreign interest in an effort to influence or coerce United States civilians
or the United States government, and does not cover acts of purely domestic
terrorism. Further, any such act must be certified as an "act of terrorism" by
the federal government, which decision is not subject to judicial review.
Under its own terms, the Terrorism Insurance Program will terminate on
December 31, 2005. There can be no assurance that this temporary program will
create any long-term changes in the availability and cost of terrorism
insurance. Moreover, there can be no assurance that such program will be renewed
or subsequent terrorism insurance legislation will be passed upon its
expiration. In this regard, the United States Department of Treasury issued a
report on June 30, 2005 to Congress discussing whether the Terrorism Insurance
Program should be extended beyond December 31, 2005. The report noted the
Administration's opposition to extending TRIA but noted that an extension may be
acceptable only if certain significant changes were made to the current version.
One such change includes increasing the deductible under TRIA from the current
$5 million to $500 million, which would mean that each borrower would now be
responsible for the first $500 million of the loss.
Further, new legislation was introduced in June 2004 and reintroduced in
February 2005 to extend the Terrorism Insurance Program for an additional 2
years beyond December 31, 2005 and to establish a partnership or commission to
recommend a long-term solution to the terrorism risk problem. However, there can
be no assurance that such proposal will be enacted into law. If the Terrorism
Risk Insurance Act of 2002 is not extended or renewed, premiums for terrorism
insurance coverage may increase and equivalent terrorism insurance may not be
available at commercially reasonable rates and/or the terms of such insurance
may be materially changed such that exclusions are significantly increased or
the scope of coverage available is significantly decreased.
The various forms of insurance maintained with respect to any of the
mortgaged properties, including property and casualty insurance, environmental
insurance and earthquake insurance, may be provided under a blanket insurance
policy, covering other real properties, some of which may not secure mortgage
loans in the trust. As a result of total limits under blanket policies, losses
at other properties covered by the blanket insurance policy may reduce the
amount of insurance coverage available with respect to a mortgaged property
securing one of the mortgage loans in the trust and the amounts available could
be insufficient to cover insured risks at such mortgaged property.
With respect to certain of the mortgage loans that we intend to include in
the trust, the related mortgage loan documents generally provide that the
borrowers are required to maintain comprehensive standard extended coverage
casualty insurance but may not specify the nature of the specific risks required
to be covered by these insurance policies.
With respect to certain of the mortgage loans, the standard extended
coverage policy specifically excludes terrorism insurance from its coverage. In
those cases, some borrowers obtained supplemental terrorism insurance. In other
cases, the lender waived the requirement that such insurance be maintained or
the mortgage loan documents do not contain such a requirement.
Some of the mortgage loans specifically require terrorism insurance, but in
many cases, this insurance may be required only to the extent it can be obtained
for premiums less than or equal to the "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.
Even if the mortgage loan documents specify that the related borrower must
maintain standard extended coverage casualty insurance or other insurance that
covers acts of terrorism, the borrower may fail to maintain such insurance and
the applicable servicer or special servicer may not enforce
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such default or cause the borrower to obtain such insurance if the special
servicer has determined, in accordance with the servicing standards, that either
(a) such insurance is not available at any rate or (b) such insurance is not
available at commercially reasonable rates (which determination, with respect to
terrorism insurance, will be subject to consent of the directing
certificateholder (which is generally (except with respect to the mortgage loans
that are part of a split loan structure) the holder of the majority interest of
the most subordinate class then outstanding and with respect to the mortgage
loans that are part of a split loan structure, as described under "THE POOLING
AND SERVICING AGREEMENT--SPECIAL SERVICING--THE DIRECTING CERTIFICATEHOLDER" in
this prospectus supplement)) 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 geographic region in which such mortgaged property is located.
Additionally, if the related borrower fails to maintain such insurance, neither
the applicable servicer nor the special servicer will be required to maintain
such terrorism insurance coverage if the special servicer determines, in
accordance with the servicing standards, that such insurance is not available
for the reasons set forth in (a) or (b) of the preceding sentence. Furthermore,
at the time existing insurance policies are subject to renewal, there is no
assurance that terrorism insurance coverage will be available and covered under
the new policies or, if covered, whether such coverage will be adequate. Most
insurance policies covering commercial real properties such as the mortgaged
properties are subject to renewal on an annual basis. If this coverage is not
currently in effect, is not adequate or is ultimately not continued with respect
to some of the mortgaged properties and one of those properties suffers a
casualty loss as a result of a terrorist act, then the resulting casualty loss
could reduce the amount available to make distributions on your certificates.
As a result of any of the foregoing, the amount available to make
distributions on your certificates could be reduced.
APPRAISALS AND MARKET STUDIES HAVE CERTAIN LIMITATIONS
An appraisal or other market analysis was conducted with respect to the
mortgaged properties in connection with the origination or acquisition of the
related mortgage loans. The resulting estimates of value are the bases of the
cut-off date loan-to-value ratios referred to in this prospectus supplement.
Those estimates represent the analysis and opinion of the person performing the
appraisal or market analysis and are not guarantees of present or future values.
There can be no assurance that another appraiser would not have arrived at a
different evaluation, even if such appraiser used the same general approach to,
and the same method of, appraising the mortgaged property. Moreover, the values
of the mortgaged properties may have fluctuated significantly since the
appraisal or market study was performed. In addition, appraisals seek to
establish the amount a typically motivated buyer would pay a typically motivated
seller. Such amount could be significantly higher than the amount obtained from
the sale of a mortgaged property under a distress or liquidation sale.
Information regarding the appraised values of mortgaged properties available to
the Depositor as of the cut-off date is presented in Appendix A to this
prospectus supplement for illustrative purposes only. See "DESCRIPTION OF THE
MORTGAGE POOL--ADDITIONAL LOAN INFORMATION" in this prospectus supplement.
TAX CONSIDERATIONS RELATED TO FORECLOSURE
If the trust acquires a mortgaged property pursuant to a foreclosure or
deed in lieu of foreclosure, the special servicer will generally retain an
independent contractor to operate the mortgaged property.
Among other things, the independent contractor generally will not be able
to perform construction work, other than repair, maintenance or certain types of
tenant build-outs, unless the construction was at least 10% completed when
default on the mortgage loan becomes imminent. Furthermore, any net income from
such operation (other than qualifying "rents from real property"), or any rental
income based on the net profits or loan REMIC in connection with the Yorktowne
Plaza loan, as applicable, of a tenant or sub-tenant or allocable to a
non-customary service, will subject the Lower-Tier REMIC to federal tax on such
income at the highest marginal corporate tax rate (currently 35%) and possibly
state or local tax. "Rents from real property" does not include any rental
income based on the net profits of a tenant or sub-tenant or allocable to a
service that is non-customary in the area and for the type of
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building involved. In such event, the net proceeds available for distribution to
certificateholders will be reduced. The special servicer may permit the
Lower-Tier REMIC to earn "net income from foreclosure property" that is subject
to tax if it determines that the net after-tax benefit to certificateholders is
greater than under another method of operating or leasing the mortgaged
property. See "THE POOLING AND SERVICING AGREEMENT--REALIZATION UPON DEFAULTED
MORTGAGE LOANS" in this prospectus supplement.
In addition, if the trust were to acquire one or more mortgaged properties
pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of
those mortgaged properties, the trust may in certain jurisdictions, particularly
in New York, be required to pay state or local transfer or excise taxes upon
liquidation of the properties. These state or local taxes may reduce net
proceeds available for distribution with respect to the certificates.
INCREASES IN REAL ESTATE TAXES DUE TO TERMINATION OF A PILOT PROGRAM OR OTHER
TAX ABATEMENT ARRANGEMENTS MAY REDUCE PAYMENTS TO CERTIFICATEHOLDERS
Certain of the mortgaged properties securing the mortgage loans have or may
in the future have the benefit of reduced real estate taxes under a local
government program of payment in lieu of taxes (often known as a PILOT program)
or other tax abatement arrangements. Some of these programs or arrangements are
scheduled to terminate or have significant tax increases prior to the maturity
of the related mortgage loan, resulting in higher, and in some cases
substantially higher, real estate tax obligations for the related borrower. An
increase in real estate taxes may impact the ability of the borrower to pay debt
service on the mortgage loans. There are no assurances that any such program
will continue for the duration of the related mortgage loan.
RISKS RELATED TO ENFORCEABILITY
All of the mortgages permit the lender to accelerate the debt upon default
by the borrower. The courts of all states will enforce acceleration clauses in
the event of a material payment default. Courts, however, may refuse to permit
foreclosure or acceleration if a default is deemed immaterial or the exercise of
those remedies would be unjust or unconscionable.
If a mortgaged property has tenants, the borrower typically assigns its
income as landlord to the lender as further security, while retaining a license
to collect rents as long as there is no default. If the borrower defaults, the
license terminates and the lender is entitled to collect rents. In certain
jurisdictions, such assignments may not be perfected as security interests until
the lender takes actual possession of the property's cash flow. In some
jurisdictions, the lender may not be entitled to collect rents until the lender
takes possession of the property and secures the appointment of a receiver. In
addition, as discussed above, if bankruptcy or similar proceedings are commenced
by or for the borrower, the lender's ability to collect the rents may be
adversely affected.
STATE LAW LIMITATIONS ENTAIL CERTAIN RISKS
5 mortgage loans, representing 14.37% of the outstanding pool balance,
16.03% of the Loan Group 1 balance as of the cut-off date, are secured by more
than one mortgaged property. In addition, there are 4 groups of
crossed-collateralized and crossed-defaulted mortgage loans representing 3.93%
of the outstanding pool balance, 5.06% of the Loan Group 1 balance.
Some states (including California) have laws prohibiting more than one
"judicial action" to enforce a mortgage obligation. Some courts have construed
the term "judicial action" broadly. In the case of a mortgage loan secured by
mortgaged properties located in multiple states, the special servicer may be
required to foreclose first on mortgaged properties located in states where such
"one action" rules apply (and where non-judicial foreclosure is permitted)
before foreclosing on properties located in states where judicial foreclosure is
the only permitted method of foreclosure. As a result, the ability to realize
upon the mortgage loans may be limited by the application of state laws.
Foreclosure actions may also, in certain circumstances, subject the trust to
liability as a "lender-in-possession" or result in the equitable subordination
of the claims of the trustee to the claims of other creditors of the borrower.
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The special servicer may take these state laws into consideration in deciding
which remedy to choose following a default by a borrower.
LEASEHOLD INTERESTS ENTAIL CERTAIN RISKS
16 mortgaged properties, which represent security for 7.26% of the
outstanding pool balance, or 9.37% of the Loan Group 1 balance as of the cut-off
date, are secured by a mortgage on (i) the borrower's leasehold (subleasehold)
interest in the related mortgaged property and not the related fee simple
interest or (ii) the borrower's leasehold interest in portion of the related
mortgaged property and the borrower's fee simple interest in the remainder of
the related mortgaged property.
Leasehold mortgage loans are subject to certain risks not associated with
mortgage loans secured by a lien on the fee estate of the borrower. The most
significant of these risks is that if the borrower's leasehold interest were to
be terminated upon a lease default, the leasehold mortgagee would lose its
security in such leasehold interest. Generally, the related ground lease
requires the lessor to give the leasehold mortgagee notice of lessee defaults
and an opportunity to cure them, permits the leasehold estate to be assigned to
the leasehold mortgagee or the purchaser at a foreclosure sale, and may contain
certain other provisions beneficial to a mortgagee. Upon the bankruptcy of a
lessor or a lessee under a ground lease, the debtor entity has the right to
assume or reject the lease. If a debtor lessor rejects the lease, the lessee has
the right to remain in possession of its leased premises paying the rent
required under the lease for the term of the lease (including renewals). If a
debtor lessee/borrower rejects any or all of its leases, the leasehold lender
could succeed to the lessee/borrower's position under the lease only if the
lessor specifically grants the lender such right. If both the lessor and the
lessee/borrowers are involved in bankruptcy proceedings, the trustee may be
unable to enforce the bankrupt lessee/borrower's obligation to refuse to treat a
ground lease rejected by a bankrupt lessor as terminated. In such circumstances,
a lease could be terminated notwithstanding lender protection provisions
contained therein or in the mortgage.
The ground leases securing the mortgaged properties may provide that the
ground rent payable thereunder increases during the term of the lease. These
increases may adversely affect the cash flow and net income of the borrower from
the mortgaged property.
POTENTIAL ABSENCE OF ATTORNMENT PROVISIONS ENTAILS RISKS
In some jurisdictions, if tenant leases are subordinate to the liens
created by the mortgage and do not contain attornment provisions (I.E.,
provisions requiring the tenant to recognize a successor owner following
foreclosure as landlord under the lease), the leases may terminate upon the
transfer of the property to a foreclosing lender or purchaser at foreclosure.
Not all leases were reviewed to ascertain the existence of attornment or
subordination provisions. Accordingly, if a mortgaged property is located in
such a jurisdiction and is leased to one or more desirable tenants under leases
that are subordinate to the mortgage and do not contain attornment provisions,
such mortgaged property could experience a further decline in value if such
tenants' leases were terminated. This is particularly likely if such tenants
were paying above-market rents or could not be replaced.
If a lease is not subordinate to a mortgage, the trust will not have the
right to dispossess the tenant upon foreclosure of the mortgaged property
(unless it has otherwise agreed with the tenant). If the lease contains
provisions inconsistent with the mortgage (E.G., provisions relating to
application of insurance proceeds or condemnation awards) or which could affect
the enforcement of the lender's rights (e.g., a right of first refusal to
purchase the property), the provisions of the lease will take precedence over
the provisions of the mortgage.
RISKS RELATED TO ZONING LAWS
Due to changes in applicable building and zoning ordinances and codes that
have come into effect after the construction of improvements on certain of the
mortgaged properties, some improvements may not comply fully with current zoning
laws (including density, use, parking and set-back requirements) but qualify as
permitted non-conforming uses. These changes may limit the ability of
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the related borrower to rebuild the premises "as is" in the event of a
substantial casualty loss and may adversely affect the ability of a borrower to
meet its mortgage loan obligations from cash flow. Insurance proceeds may not be
sufficient to pay off such mortgage loan in full. In addition, if the mortgaged
property was to be repaired or restored in conformity with then-current law, its
value could be less than the remaining principal balance on the mortgage loan
and it may produce less revenue than before the repair or restoration.
In addition, certain of the mortgaged properties that do not conform to
current zoning laws may not be "legal non-conforming uses" or "legal
non-conforming structures." The failure of a mortgaged property to comply with
zoning laws or to be a "legal non-conforming use" or "legal non-conforming
structure" 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 may necessitate material additional expenditures to remedy
non-conformities. Certain mortgaged properties may currently have a temporary
certificate of occupancy related to renovations at the mortgaged property.
Violations may be known to exist at a particular mortgaged property, but, except
as disclosed below, the related mortgage loan sellers have informed us that, to
their knowledge, there are no violations that they consider material.
RISKS RELATED TO LITIGATION
There may be pending or threatened legal proceedings against the borrowers
and managers of the mortgaged properties and their respective affiliates arising
out of the ordinary business of the borrowers, managers and affiliates, which
litigation could have a material adverse effect on your investment.
With respect to the 2131 K Street loan, representing 0.58% of the
outstanding pool balance and 0.74% of the Loan Group 1 balance as of the cut-off
date, the property manager is Douglas Development Corporation and its principal
is Douglas Jemal. Mr. Jemal is the sponsor of the mortgage loan. It has been
reported that, in connection with the prosecution and subsequent guilty plea of
the former director of the office of property management for the District of
Columbia on bribery conspiracy charges involving leasing contracts, the federal
authorities are now investigating Douglas Development Corporation and Douglas
Jemal. To date, no charges have been filed against Douglas Development or
Douglas Jemal and the federal authorities may never file any charges. However,
there can be no assurance that the current investigation, or any actions taken
by the federal authorities in connection with this investigation, will not have
a negative effect on the related mortgaged property or otherwise negatively
affect the related mortgaged property or the mortgage loan.
With respect to the mortgage loan known as "Marshall & Isley Bldg" Triple
Net Properties, LLC ("TRIPLE NET") is the sponsor of this mortgage loan and an
affiliate of G REIT, Inc. Triple Net Properties Realty, Inc., an affiliate of
Triple Net, is the property manager at the mortgaged properties securing the
Marshall & Isley Bldg mortgage loan. This loan represents approximately 0.42% of
the aggregate principal balance of the pool of mortgage loans as of the cut-off
date (or approximately 0.54% of the aggregate principal balance of Loan Group 1
as of the cut-off date). Triple Net has advised the related mortgage loan seller
that the SEC has opened an investigation regarding certain of its activities. In
its filings with the SEC, G REIT, Inc. indicated that the SEC has requested
information relating to disclosure in securities offerings (including offerings
by G REIT, Inc., T REIT, Inc. and A REIT, Inc.) and exemptions from the
registration requirement of the Securities Act of 1933, as amended, for the
private offerings in which Triple Net and its affiliated entities were involved.
In addition, the SEC has requested financial information regarding these REITs
as well as other companies advised by Triple Net.
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 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, where Triple Net invested either
alongside or in other
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programs sponsored by Triple Net, the nature and results of these investments
were not fully and accurately disclosed in the tables resulting in an
overstatement of Triple Net's program and aggregate portfolio operating results.
We cannot assure you that G REIT, Inc. or Triple Net will be able to adequately
address these disclosure issues or that these investigations will not have an
adverse effect on the performance of G REIT, Inc. or Triple Net. Neither the
depositor nor the mortgage loan sellers are aware of any litigation currently
pending. We cannot assure you that if litigation were to commence, it would not
have a material adverse effect on your certificates.
RISKS RELATED TO COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT
Under the Americans with Disabilities Act of 1990, all public
accommodations are required to meet certain federal requirements related to
access and use by disabled persons. Borrowers may incur costs complying with the
Americans with Disabilities Act of 1990. In addition, noncompliance could result
in the imposition of fines by the federal government or an award of damages to
private litigants. The expenditure of these 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.
CONFLICTS OF INTEREST
DIRECTING CERTIFICATEHOLDER MAY DIRECT SPECIAL SERVICER ACTIONS
The special servicer is generally given considerable latitude in
determining whether and in what manner to liquidate or modify defaulted mortgage
loans. The directing certificateholder has certain rights to advise and direct
the special servicer to take or refrain from taking certain actions with respect
to the mortgage loans. The directing certificateholder, with respect to the
mortgage loans that are not part of a split loan structure is generally the
holder of the majority in interest of the controlling class. The directing
certificateholder, with respect to the mortgage loans that are part of a split
loan structure and are serviced by the servicer, is as described in "THE POOLING
AND SERVICING AGREEMENT--SPECIAL SERVICING--THE DIRECTING CERTIFICATEHOLDER" in
this prospectus supplement. The directing certificateholder is also generally
entitled to remove (at its own expense if such removal is not for cause) the
special servicer with or without cause. See "THE POOLING AND SERVICING
AGREEMENT--SPECIAL SERVICING--THE DIRECTING CERTIFICATEHOLDER" in this
prospectus supplement. The controlling class is the most subordinated (or, under
certain circumstances, the next most subordinated) class of certificates
outstanding from time to time, and such holders may have interests in conflict
with those of the holders of the other certificates. For instance, the holders
of certificates of the controlling class might desire to mitigate the potential
for loss to that class from a troubled mortgage loan by deferring enforcement in
the hope of maximizing future proceeds. However, the interests of the trust may
be better served by prompt action, since delay followed by a market downturn
could result in fewer proceeds to the trust than would have been realized if
earlier action had been taken. The controlling class representative has no duty
to act in the interests of any class other than the controlling class. See also
"--Conflicts Between Certificateholders and Holders of Companion Loans" in this
prospectus supplement.
RELATED PARTIES MAY ACQUIRE CERTIFICATES
Affiliates of the Depositor, the mortgage loan sellers, the servicers or
the special servicer may purchase a portion of the certificates. The purchase of
certificates could cause a conflict between the servicers' or the special
servicer's duties to the trust under the pooling and servicing agreement and its
interests as a holder of a certificate. In addition, the directing
certificateholder generally has the right to remove the special servicer (but
see the discussion with respect to the removal of the special servicer with
respect to certain mortgage loans that are part of a split loan structure under
"DESCRIPTION OF THE MORTGAGE POOL--SPLIT LOAN STRUCTURES" in this prospectus
supplement) and appoint a successor, which may be an affiliate of such holder.
However, the pooling and servicing agreement provides that the mortgage loans
are required to be administered in accordance with the servicing standard
without regard to ownership of any certificate by the servicers, the special
servicer or any of their affiliates. See "THE POOLING AND SERVICING
AGREEMENT--SERVICING OF THE MORTGAGE LOANS; COLLECTION OF PAYMENTS" in this
prospectus supplement.
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Additionally, any of those parties may, especially if it or an affiliate
holds a subordinate certificate, or has financial interests in or other
financial dealings with a borrower or sponsor under any of the mortgage loans,
have interests when dealing with the mortgage loans that are in conflict with
those of holders of the certificates offered in this prospectus supplement. For
instance, if the special servicer or an affiliate holds a subordinate
certificate, the special servicer could seek to reduce the potential for losses
allocable to those certificates from a troubled mortgage loan by deferring
acceleration in hope of maximizing future proceeds. The special servicer might
also seek to reduce the potential for such losses by accelerating a mortgage
loan earlier than necessary in order to avoid advance interest or additional
trust fund expenses. Either action could result in fewer proceeds to the trust
than would be realized if alternate action had been taken. In general, the
servicers are not required to act in a manner more favorable to the certificates
offered in this prospectus supplement or any particular class of certificates
that are subordinate to the certificates offered in this prospectus supplement.
Additionally, the servicers and special servicer service and will, in the
future, service, in the ordinary course of their respective businesses, existing
and new loans for third parties, including portfolios of loans similar to the
mortgage loans that will be included in the trust. The real properties securing
these other loans may be in the same markets as, and compete with, certain of
the real properties securing the mortgage loans that will be included in the
trust. Consequently, personnel of the servicers and the special servicer may
perform services, on behalf of the trust, with respect to the mortgage loans at
the same time as they are performing services, on behalf of other persons, with
respect to other mortgage loans secured by properties that compete with the
mortgaged properties securing the mortgage loans. This may pose inherent
conflicts for the servicers or the special servicer.
The activities of the mortgage loan sellers or their affiliates may involve
properties that are in the same markets as the mortgaged properties underlying
the certificates. In such cases, the interests of such mortgage loan sellers or
such affiliates may differ from, and compete with, the interests of the trust,
and decisions made with respect to those assets may adversely affect the amount
and timing of distributions with respect to the certificates. Conflicts of
interest may arise between the trust and a particular mortgage loan seller or
its affiliates that engage in the acquisition, development, operation, financing
and disposition of real estate if such mortgage loan seller acquires any
certificates. In particular, if certificates held by a mortgage loan seller or
an affiliate are part of a class that is or becomes the controlling class, the
mortgage loan seller or its affiliate as a controlling class certificateholder
would have the ability to influence certain actions of the special servicer
under circumstances where the interests of the trust conflict with the interests
of the mortgage loan seller or its affiliates as acquirors, developers,
operators, financers or sellers of real estate related assets.
CONFLICTS BETWEEN MANAGERS AND THE MORTGAGE LOAN BORROWERS
A substantial number of the mortgaged properties are managed by property
managers affiliated with the respective borrowers. In addition, substantially
all of the property managers for the mortgaged properties (or their affiliates)
manage additional properties, including properties that may compete with the
mortgaged properties. Affiliates of the managers, and certain of the managers
themselves, also may own other properties, including competing properties. The
managers of the mortgaged properties may accordingly experience conflicts of
interest in the management of such mortgaged properties.
CONFLICTS BETWEEN CERTIFICATEHOLDERS AND HOLDERS OF COMPANION LOANS
THE LAKEWOOD CENTER LOAN
With respect to the Lakewood Center loan, representing 9.54% of the
outstanding pool balance and 12.30% of the Loan Group 1 balance as of the
cut-off date, the related mortgaged property also secures the Lakewood Center
subordinate companion loan. The Lakewood Center whole loan (which includes the
Lakewood Center loan and the Lakewood Center subordinate companion loan) will be
serviced under the pooling and servicing agreement.
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Prior to the occurrence of a control appraisal event described under
"DESCRIPTION OF THE MORTGAGE POOL--SPLIT LOAN STRUCTURES--RIGHTS OF THE HOLDER
OF THE LAKEWOOD CENTER B LOAN" in this prospectus supplement, the holder of the
Lakewood Center subordinate companion loan will have the right under certain
circumstances to advise and direct the applicable servicer or special servicer,
as applicable, with respect to various servicing matters affecting the Lakewood
Center whole loan and to approve various decisions affecting the Lakewood Center
whole loan. Such holder also generally has the right to terminate the special
servicer and to appoint a successor special servicer but only with respect to
the Lakewood Center whole loan. This holder may have interests in conflict with
those of the holders of the certificates offered in this prospectus supplement.
Following the occurrence of such control appraisal event, any decision with
respect to the Lakewood Center whole loan that requires the approval of the
directing certificateholder or otherwise requires approval under the related
intercreditor agreement (including terminating the special servicer and
appointing a successor special servicer) will require the approval of the
controlling class representative. As a result, any determinations made by the
controlling class representative will not necessarily be implemented and
approvals to proposed actions of the applicable servicer or the special
servicer, as applicable, under the pooling and servicing agreement may not be
granted in all instances, thereby potentially adversely affecting some or all of
the classes of certificates offered in this prospectus supplement.
No certificateholder may take any action against any holder of a companion
loan (or its designee) for having acted solely in its respective interest. The
holder of the Lakewood Center subordinate companion loan may have interests in
conflict with, and its decisions may adversely affect, holders of the classes of
certificates offered in this prospectus supplement.
THE GENERAL MOTORS BUILDING LOAN
With respect to the General Motors Building loan, representing 4.77% of the
outstanding pool balance and 6.15% of the Loan Group 1 balance as of the cut-off
date, the related mortgaged property also secures five pari passu companion
loans and one subordinate companion loan. The General Motors Building whole loan
(which includes the General Motors Building loan and the General Motors Building
pari passu and subordinate companion loans) will be serviced under the pooling
and servicing agreement related to the COMM 2005-LP5 Commercial Mortgage
Pass-Through Certificates.
Prior to the occurrence of a control appraisal event described under
"DESCRIPTION OF THE MORTGAGE POOL--SPLIT LOAN STRUCTURES--RIGHTS OF THE CLASS
GMB DIRECTING CERTIFICATEHOLDER AND THE HOLDERS OF THE GENERAL MOTORS BUILDING
SENIOR LOANS" in this prospectus supplement, the holder of more than 50%, by
certificate balance, of the most subordinate class of Class GMB Certificates (as
determined pursuant to the related pooling and servicing agreement) will have
the right under certain circumstances to advise and direct the servicer or
special servicer, as applicable, appointed under the pooling and servicing
agreement related to the COMM 2005-LP5 Commercial Mortgage Pass-Through
Certificates with respect to various servicing matters affecting the General
Motors Building whole loan and to approve various decisions affecting the
General Motors Building whole loan. Such holder also generally has the right to
terminate the special servicer appointed under the pooling and servicing
agreement related to the COMM 2005-LP5 Commercial Mortgage Pass-Through
Certificates and to appoint a successor special servicer but only with respect
to the General Motors Building whole loan. This holder may have interests in
conflict with those of the holders of the certificates offered in this
prospectus supplement.
Following the occurrence of such control appraisal event, any decision with
respect to the General Motors Building whole loan which requires the approval of
the majority certificateholder of the controlling class appointed under the
pooling and servicing agreement related to COMM 2005-LP5 Commercial Mortgage
Pass-Through Certificates or otherwise requires approval under the related
intercreditor agreement (including terminating the special servicer and
appointing a successor special servicer) will require the approval of (i) the
holders of a majority by principal balance of the General Motors Building loan
and the General Motors Building pari passu companion loans, or (ii) if such
holders (or their designees) cannot agree on a course of action within 45 days,
the majority
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certificateholder of the controlling class appointed under the pooling and
servicing agreement related to COMM 2005-LP5 Commercial Mortgage Pass-Through
Certificates.
No certificateholder may take any action against any holder of a companion
loan (or its designee) for having acted solely in its respective interest. The
holders of the companion loans (or their respective designees) may have
interests in conflict with, and their decisions may adversely affect, holders of
the classes of certificates offered in this prospectus supplement. In addition,
as of the cut-off date, the General Motors Building loan represents
approximately 15.27% of the aggregate principal balance of the General Motors
Building senior loans (which includes the General Motors Building loan and the
General Motors Building pari passu companion loans) secured by the related
mortgaged property. As a result, any determinations made by the controlling
class representative will not necessarily be implemented and approvals to
proposed actions of the servicer or the special servicer, as applicable,
appointed under the pooling and servicing agreement related to COMM 2005-LP5
Commercial Mortgage Pass-Through Certificates may not be granted in all
instances, thereby potentially adversely affecting some or all of the classes of
certificates offered in this prospectus supplement.
THE LOEWS UNIVERSAL HOTEL PORTFOLIO LOAN
With respect to the Loews Universal Hotel Portfolio loan, representing
2.84% of the outstanding pool balance and 3.67% of the Loan Group 1 balance as
of the cut-off date, the related mortgaged properties also secures four pari
passu companion loans and two subordinate companion loans. The Loews Universal
Hotel Portfolio whole loan (which includes the Loews Universal Hotel Portfolio
loan and the Loews Universal Hotel Portfolio pari passu and subordinate
companion loans) will be serviced under the pooling and servicing agreement
related to the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series
2005-CIBC12 Commercial Mortgage Pass-Through Certificates.
Prior to the occurrence of a control appraisal event described under
"DESCRIPTION OF THE MORTGAGE POOL--SPLIT LOAN STRUCTURES--RIGHTS OF THE CLASS
UHP DIRECTING CERTIFICATEHOLDER AND THE HOLDERS OF THE LOEWS UNIVERSAL HOTEL
PORTFOLIO SENIOR LOANS" in this prospectus supplement, the holder of more than
50%, by certificate balance, of the most subordinate class of Class UHP
Certificates (as determined pursuant to the related pooling and servicing
agreement) will have the right under certain circumstances to advise and direct
the servicer or special servicer, as applicable, appointed under the pooling and
servicing agreement related to the J.P. Morgan Chase Commercial Mortgage
Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass-Through
Certificates with respect to various servicing matters affecting the Loews
Universal Hotel Portfolio whole loan and to approve various decisions affecting
the Loews Universal Hotel Portfolio whole loan. Such holder also generally has
the right to terminate the special servicer and to appoint a successor special
servicer but only with respect to the Loews Universal Hotel Portfolio whole
loan. This holder may have interests in conflict with those of the holders of
the certificates offered in this prospectus supplement.
Following the occurrence of such control appraisal event, any decision with
respect to the Loews Universal Hotel Portfolio whole loan which requires the
approval of the majority certificateholder of the controlling class under the
pooling and servicing agreement related to the J.P. Morgan Chase Commercial
Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass-Through
Certificates or otherwise requires approval under the related intercreditor
agreement (including terminating the related special servicer and appointing a
successor special servicer) will require the approval of (i) the holders of a
majority by principal balance of the Loews Universal Hotel Portfolio loan and
the Loews Universal Hotel Portfolio pari passu companion loans, or (ii) if such
holders (or their designees) cannot agree on a course of action within 45 days,
the majority certificateholder of the controlling class appointed under the
pooling and servicing agreement related to the J.P. Morgan Chase Commercial
Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass-Through
Certificates.
No certificateholder may take any action against any holder of a companion
loan (or its designee) for having acted solely in its respective interest. The
holders of the companion loans (or their respective designees) may have
interests in conflict with, and their decisions may adversely affect, holders of
the classes of certificates offered in this prospectus supplement. In addition,
as of the cut-off date, the Loews Universal Hotel Portfolio loan represents
approximately 16.25% of the aggregate principal
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balance of the Loews Universal Hotel Portfolio senior loans (which includes the
Loews Universal Hotel Portfolio loan and the Loews Universal Hotel Portfolio
pari passu companion loans) secured by the related mortgaged properties. As a
result, any determinations made by the controlling class representative will not
necessarily be implemented and approvals to proposed actions of the servicer or
the special servicer, as applicable, appointed under the pooling and servicing
agreement related to the J.P. Morgan Chase Commercial Mortgage Securities Corp.
Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates may not be
granted in all instances, thereby potentially adversely affecting some or all of
the classes of certificates offered in this prospectus supplement.
PNC/Mezz Cap Loans
With respect to each of the mortgage loans known as the "Indian Trail
Shopping Center" loan, the "Walker Springs Community Shopping Center" loan, the
"High Point Center" loan and the "CVS-Eckerds-Kansas City" loan, representing in
the aggregate approximately 1.57% of the outstanding pool balance and 2.03% of
the Loan Group 1 balance as of the cut-off date, the related mortgaged property
also secures a subordinate companion loan. Each of the PNC/Mezz Cap whole loans
(which includes the related PNC/Mezz Cap loan and its related subordinate
companion loan) will be serviced under the pooling and servicing agreement
except that prior to or after the curing of a material default, payments with
respect to the related subordinate companion loan may be collected by a separate
servicer for such loan.
The holder of any such subordinate companion loan will have the right under
certain circumstances to approve various modifications or waivers affecting the
related whole loan. This holder may have interests in conflict with those of the
holders of the certificates offered in this prospectus supplement.
No certificateholder may take any action against any holder of any such
subordinate companion loan (or its designee) for having acted solely in its
respective interests. The holder of each such subordinate companion loan may
have interests in conflict with, and its decisions may adversely affect, the
holders of the classes of certificates offered in this prospectus supplement.
YOU WILL HAVE LESS CONTROL OVER THE SERVICING OF THE GENERAL MOTORS BUILDING
LOAN AND THE LOEWS UNIVERSAL HOTEL PORTFOLIO LOAN
The General Motors Building loan and the Loews Universal Hotel Portfolio
loan are secured by mortgaged properties that also secure mortgage loans that
are not assets of the trust. The General Motors Building loan is serviced and
administered by Midland Loan Services, Inc., the master servicer under a
separate pooling and servicing agreement entered into in connection with the
issuance of the COMM 2005-LP5 Commercial Mortgage Pass-Through Certificates,
and, if applicable, will be specially serviced by LNR Partners, Inc., the
special servicer under such pooling and servicing agreement. The Loews Universal
Hotel Portfolio loan is serviced and administered by GMAC Commercial Mortgage
Corporation, the master servicer under a separate pooling and servicing
agreement entered into in connection with the issuance of the J.P. Morgan Chase
Commercial Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage
Pass-Through Certificates, and, if applicable, will be specially serviced by
J.E. Robert Company, Inc., as special servicer, pursuant this separate pooling
and servicing agreement. These other pooling and servicing agreements provide
for a servicing arrangements that are similar but not identical to that under
the pooling and servicing agreement. As a result, you will have less control
over the servicing of the General Motors Building loan and the Loews Universal
Hotel Portfolio loan than you would have if such mortgage loans were being
serviced by the servicer and the special servicer pursuant to the terms of the
pooling and servicing agreement. See "THE POOLING AND SERVICING
AGREEMENT--SERVICING OF THE NON--SERVICED MORTGAGE LOANS" in this prospectus
supplement.
RISKS RELATED TO THE OFFERED CERTIFICATES
RISKS RELATED TO PREPAYMENTS AND REPURCHASES
The yield to maturity on your certificates will depend, in significant
part, upon the rate and timing of principal payments on the mortgage loans. For
this purpose, principal payments include both
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voluntary prepayments, if permitted, and involuntary prepayments, such as
prepayments resulting from casualty or condemnation of mortgaged properties,
defaults and liquidations by borrowers, or repurchases upon a mortgage loan
seller's breach of representations or warranties, the exercise of a purchase
option by a mezzanine lender, a subordinate companion loan noteholder or other
party with such option or the related mortgage loan seller's repurchase of the
Yorktowne Plaza loan immediately prior to the related borrower defeasing the
Yorktowne Plaza loan prior to July 27, 2007, which is the date that is two years
beyond the loan REMIC start-up date.
In addition, because the amount of principal that will be distributed to
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5A, Class
A-5B and Class A-1A Certificates will generally be based upon the particular
Loan Group in which the related mortgage loan is deemed to be a part, the yield
on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5A and
Class A-5B 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.
The investment performance of your certificates may vary materially and
adversely from your expectations if the actual rate of prepayment is higher or
lower than you anticipate.
Voluntary prepayments under certain mortgage loans may require payment of a
yield maintenance charge unless the prepayment is made within a specified number
of days of the stated maturity date. See "DESCRIPTION OF THE MORTGAGE
POOL--CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS--PREPAYMENT PROVISIONS"
and "--PROPERTY RELEASES" in thIS prospectus supplement. Nevertheless, there is
no assurance that the related borrowers will refrain from prepaying their
mortgage loans due to the existence of a yield maintenance charge or a
prepayment premium. There is no assurance that involuntary prepayments will not
occur. The rate at which voluntary prepayments occur on the mortgage loans will
be affected by a variety of factors, including:
o the terms of the mortgage loans;
o the length of any prepayment lock-out period;
o the level of prevailing interest rates;
o the availability of mortgage credit;
o the applicable yield maintenance charges or prepayment premiums;
o the servicer's or special servicer's ability to enforce those charges
or premiums;
o the occurrence of casualties or natural disasters; and
o economic, demographic, tax, legal or other factors.
Generally, no yield maintenance charge or prepayment premium 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. In addition, if a mortgage loan seller repurchases any
mortgage loan from the trust due to a breach of a representation or warranty or
as a result of a document defect in the related mortgage file or a mezzanine
lender exercises an option to purchase a mortgage loan under the circumstances
set forth in the related mezzanine loan documents, the repurchase price paid
will be passed through to the holders of the certificates with the same effect
as if the mortgage loan had been prepaid in part or in full, except that no
prepayment premium or yield maintenance charge would be payable. Such a
repurchase may therefore adversely affect the yield to maturity on your
certificates. Furthermore, with regard to the Lakewood Center loan, the General
Motors Building loan, the Loews Universal Hotel Portfolio loan, the Indian Trail
Shopping Center loan, the Walker Springs Community Shopping Center loan, the
High Point Center loan and the CVS-Eckerds-Kansas City loan, each of which is
secured by a mortgaged property that also secures a subordinate companion loan,
yield maintenance charges may not be payable if the holder of the related
subordinate companion loan purchases the related mortgage loan upon the
occurrence of certain default circumstances under such mortgage loan. This
circumstance generally would have the same
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effect on the certificates offered in this prospectus supplement as a
prepayment in full of such mortgage loan.
With respect to the Yorktowne Plaza loan, representing 0.95% of the
outstanding pool balance and 1.23% of the Loan Group 1 balance as of the cut-off
date, the related mortgage loan documents permit the borrower to defease the
mortgage loan on or after June 29, 2007. GMACCM will be required to purchase the
mortgage loan from the trust immediately prior to the borrower defeasing such
mortgage loan if the defeasance would occur prior to July 27, 2007, which is two
years following the loan REMIC start-up date (the "Yorktowne Plaza Defeasance
Date"), at a price equal to the outstanding principal balance of the Mortgage
Loan and accrued interest thereon, plus certain expenses, together with a yield
maintenance charge. However, there can be no assurance that GMACCM will be in a
financial position to effect such repurchase. In the event that GMACCM fails to
purchase or is unable to purchase such Mortgage Loan prior to the Yorktowne
Plaza Defeasance Date, the special servicer will be required to sell the
mortgage loan on behalf of the Trust. In this case, the sale price will
determine the amount of proceeds available for distribution to the
Certificateholders and it is likely that a loss will result.
RISKS RELATED TO ENFORCEABILITY OF PREPAYMENT PREMIUMS, YIELD MAINTENANCE
CHARGES AND DEFEASANCE PROVISIONS
Provisions requiring yield maintenance charges, prepayment premiums and
lock-out periods may not be enforceable in some states and under federal
bankruptcy law. Those provisions for charges and premiums also may constitute
interest for usury purposes. Accordingly, we cannot assure you that the
obligation to pay a yield maintenance charge or prepayment premium or to
prohibit prepayments will be enforceable. There is no assurance that the
foreclosure proceeds will be sufficient to pay an enforceable yield maintenance
charge or prepayment premium. Additionally, although the collateral substitution
provisions related to defeasance do not have the same effect on the
certificateholders as prepayment, there is no assurance that a court would not
interpret those provisions as requiring a yield maintenance charge or prepayment
premium. In certain jurisdictions those collateral substitution provisions might
therefore be deemed unenforceable under applicable law, or usurious.
YIELD CONSIDERATIONS
The yield on any certificate offered in this prospectus supplement will
depend on (i) the price at which such certificate is purchased by an investor
and (ii) the rate, timing and amount of distributions on such certificate. The
rate, timing and amount of distributions on any certificate will, in turn,
depend on, among other things:
o the interest rate for such certificate;
o the rate and timing of principal payments (including principal
prepayments) and other principal collections on or in respect of the
mortgage loans and the extent to which such amounts are to be applied
or otherwise result in a reduction of the certificate balance of such
certificate;
o the rate, timing and severity of losses on or in respect of the
mortgage loans or unanticipated expenses of the trust;
o the timing and severity of any interest shortfalls resulting from
prepayments;
o the timing and severity of any appraisal reductions; and
o the extent to which prepayment premiums are collected and, in turn,
distributed on such certificate.
The investment performance of the certificates offered in this prospectus
supplement may be materially different from what you expected if the assumptions
you made with respect to the factors listed above are incorrect.
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RISKS RELATED TO BORROWER DEFAULT
The rate and timing of delinquencies or defaults on the mortgage loans will
affect:
o the aggregate amount of distributions on the certificates offered in
this prospectus supplement;
o their yield to maturity;
o the rate of principal payments; and
o their weighted average life.
Unless your certificates are Class A-1, Class A-2, Class A-3, Class A-4,
Class A-AB, Class A-5A, Class A-5B or Class A-1A Certificates, and with respect
to interest-only Class X-P Certificates, your right to receive certain payments
of principal and interest otherwise payable on your certificates will be
subordinated to such rights of the holders of the more senior certificates and
to such rights of the holders of the Class X-C and Class X-P Certificates. See
"Description of the Offered Certificates-Distributions" in this prospectus
supplement. Losses on the mortgage loans will be allocated to the Class P, Class
O, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class
E, Class D, Class C, Class B and Class A-J Certificates, in that order, reducing
amounts otherwise payable to each class. Any remaining losses will then be
allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class
A-5 and Class A-1A Certificates, pro rata, and with respect to interest losses
only, the Class X-C and Class X-P Certificates based on their respective
entitlements, provided that losses allocated to the Class A-5 Certificates will
be applied first to the Class A-5B Certificates until they are reduced to zero
and then to the Class A-5A Certificates until they are reduced to zero.
Each class of certificates (other than the Class P, Class R and Class LR
Certificates) is senior to certain other classes of certificates in respect of
the right to receive distributions and the allocation of losses. If losses on
the mortgage loans exceed the aggregate principal amount of the classes of
certificates subordinated to such class, that class will suffer a loss equal to
the full amount of such excess (up to the outstanding certificate balance of
such class).
If you calculate your anticipated yield based on assumed rates of default
and losses that are lower than the default rate and losses actually experienced
and such losses are allocable to your certificates, your actual yield to
maturity will be lower than the assumed yield. Under certain extreme scenarios,
such yield could be negative. In general, the earlier a loss borne by your
certificates occurs, the greater the effect on your yield to maturity.
Even if losses on the mortgage loans are not borne by your certificates,
those losses may affect the weighted average life and yield to maturity of your
certificates. This may be so because those losses cause your certificates to
have a higher percentage ownership interest in the trust (and therefore related
distributions of principal payments on the mortgage loans) than would otherwise
have been the case. The effect on the weighted average life and yield to
maturity of your certificates will depend upon the characteristics of the
remaining mortgage loans.
Additionally, delinquencies and defaults on the mortgage loans may
significantly delay the receipt of distributions by you on your certificates,
unless principal and interest advances are made to cover delinquent payments or
the subordination of another class of certificates fully offsets the effects of
any such delinquency or default.
RISKS RELATED TO CERTAIN PAYMENTS
To the extent described in this prospectus supplement, the servicers, the
special servicer or the trustee, as applicable, will be entitled to receive
interest on unreimbursed advances. This interest will generally accrue from the
date on which the related advance is made or the related expense is incurred to
the date of reimbursement. In addition, under certain circumstances, including
delinquencies in the payment of principal and interest, a mortgage loan will be
specially serviced, and the special servicer will be entitled to compensation
for special servicing activities. The right to receive interest on advances or
special servicing compensation is senior to the rights of certificateholders to
receive distributions and may lead to shortfalls in amounts otherwise
distributable on your certificates.
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RISKS OF LIMITED LIQUIDITY AND MARKET VALUE
There is currently no secondary market for the certificates offered in this
prospectus supplement. While the underwriters have advised that they currently
intend to make a secondary market in the certificates offered in this prospectus
supplement, they are under no obligation to do so. There is no assurance that a
secondary market for the certificates offered in this prospectus supplement will
develop. Moreover, if a secondary market does develop, we cannot assure you that
it will provide you with liquidity of investment or that it will continue for
the life of the certificates offered in this prospectus supplement. The
certificates offered in this prospectus supplement will not be listed on any
securities exchange. Lack of liquidity could result in a precipitous drop in the
market value of the certificates offered in this prospectus supplement. In
addition, the market value of the certificates offered in this prospectus
supplement at any time may be affected by many factors, including then
prevailing interest rates, and no representation is made by any person or entity
as to the market value of any certificates offered in this prospectus supplement
at any time.
SUBORDINATION OF SUBORDINATE OFFERED CERTIFICATES
As described in this prospectus supplement, unless your certificates are
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5, Class
A-1A or, with respect to interest-only, Class X-P Certificates, your rights to
receive distributions of amounts collected or advanced on or in respect of the
mortgage loans will be subordinated to those of the holders of the certificates
with an earlier alphabetical designation (or in the case of the Class A-J
Certificates, to the rights of the holders of the foregoing specified classes)
and the Class X-C and Class X-P Certificates, provided that interest and
principal, if applicable, distributed to the Class A-5 Certificates will be
applied first to the Class A-5A Certificates up to their entitlement and then to
the Class A-5B Certificates up to their entitlement. See "DESCRIPTION OF THE
OFFERED CERTIFICATES--DISTRIBUTIONS" and "--SUBORDINATION" in this prospectus
supplement.
RISK OF LIMITED ASSETS
The certificates will represent interests solely in the assets of the trust
and will not represent an interest in or an obligation of any other entity or
person. Distributions on any of the certificates will depend solely on the
amount and timing of payments on the mortgage loans.
RISKS RELATING TO LACK OF CERTIFICATEHOLDER CONTROL OVER TRUST
You generally do not have a right to vote, except with respect to certain
amendments to the pooling and servicing agreement. Furthermore, you will
generally not have the right to make decisions concerning trust administration.
The pooling and servicing agreement gives the servicers, the special servicer,
the trustee or the REMIC administrator, as applicable, certain decision-making
authority concerning trust administration. These parties may make decisions
different from those that holders of any particular class of the certificates
offered in this prospectus supplement would have made, and these decisions may
negatively affect those holders' interests.
DIFFERENT TIMING OF MORTGAGE LOAN AMORTIZATION POSES CERTAIN RISKS
As principal payments or prepayments are made on a mortgage loan that is
part of a pool of loans, the pool may be subject to more risk with respect to
the decreased diversity of mortgaged properties, types of mortgaged properties,
geographic location and number of borrowers and affiliated borrowers, as
described above under the heading "--RISKS RELATED TO THE MORTGAGE LOANS."
Classes that have a later sequential designation or a lower payment priority are
more likely to be exposed to this concentration risk than are classes with an
earlier sequential designation or higher priority. This is so because principal
on the certificates is generally payable in sequential order, and no class
entitled to distribution of principal generally receives principal until the
principal amount of the preceding class or classes entitled to receive principal
have been reduced to zero.
OTHER RISKS
The "Risk Factors" section in the prospectus describes other risks and
special considerations that may apply to your investment in the certificates.
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DESCRIPTION OF THE MORTGAGE POOL
GENERAL
A trust (the "TRUST" or "TRUST FUND") to be created by Deutsche Mortgage &
Asset Receiving Corporation (the "DEPOSITOR") will consist of a pool (the
"MORTGAGE POOL") of 138 fixed-rate mortgage loans (each, a "Mortgage Loan," and
collectively, the "MORTGAGE LOANS") secured by first liens on 190 commercial,
multifamily and manufactured housing community properties (each a "MORTGAGED
PROPERTY," and collectively, the "MORTGAGED PROPERTIES"). The Mortgage Pool has
an aggregate principal balance as of the Cut-off Date of approximately
$2,285,634,268 (the "INITIAL OUTSTANDING POOL BALANCE"). The principal balances
of the Mortgage Loans as of the Cut-off Date (each, a "CUT-OFF DATE BALANCE")
will range from $1,297,373 to $218,000,000 and the average Cut-off Date Balance
will be $16,562,567 subject to a variance of plus or minus 5%. The pool of
Mortgage Loans will be deemed to consist of two Loan Groups ("LOAN GROUP 1" and
"LOAN GROUP 2" and, collectively, the "LOAN GROUPS"). Loan Group 1 will consist
of 103 Mortgage Loans, representing 77.55% of the Initial Outstanding Pool
Balance (the "INITIAL LOAN GROUP 1 BALANCE"). Loan Group 2 will consist of 35
Mortgage Loans (or 88.04% of the aggregate principal balance of the mortgage
loans secured by multifamily properties and 39.81% of the aggregate principal
balance of the Mortgage Loans secured by manufactured housing community
properties), representing 22.45% of the Initial Pool Balance (the "INITIAL LOAN
GROUP 2 BALANCE"). Annex A-1 to this prospectus supplement sets forth the Loan
Group designation with respect to each Mortgage Loan. All numerical information
provided herein with respect to the Mortgage Loans is provided on an approximate
basis. All percentages of the Mortgage Pool, or of any specified sub-group
thereof, referred to herein without further description are approximate
percentages of the Initial Outstanding Pool Balance. Descriptions of the terms
and provisions of the Mortgage Loans are generalized descriptions of the terms
and provisions of the Mortgage Loans in the aggregate. Many of the individual
Mortgage Loans have specific terms and provisions that deviate from the general
description.
Each of the Lakewood Center loan, the General Motors Building loan, Loews
Universal Hotel Portfolio loan, the Indian Trail Shopping Center loan, the
Walker Springs Community Shopping Center loan, the High Point Center loan and
the CVS-Eckerds-Kansas City loan has one or more companion loans. Each companion
loan is referred to in this prospectus supplement as a "COMPANION LOAN." Each
Mortgage Loan together with its related Companion Loans is referred to in this
prospectus supplement as a "WHOLE LOAN." None of the Companion Loans are
included in the Mortgage Pool. Certain of the Companion Loans are PARI PASSU in
right of payment with the related Mortgage Loan. Each PARI PASSU Companion Loan
is referred to in this prospectus supplement as a "PARI PASSU COMPANION LOAN."
Certain of the Companion Loans are subordinate in right of payment to the
related Mortgage Loan and the related Pari Passu Companion Loan, if any. Each
subordinate Companion Loan is referred to in this prospectus supplement as a "B
LOAN." The Companion Loans related to the Lakewood Center loan, the Indian Trail
Shopping Center loan, the Walker Springs Community Shopping Center loan, the
High Point Center loan and the CVS-Eckerds-Kansas City loan are being serviced
under the Pooling and Servicing Agreement, except that with respect to each
PNC/Mezz Cap Loan (defined below), prior to or after the curing of a Material
Default (defined below), payments with respect to the related Companion Loan may
be collected by a separate servicer for such Companion Loan, and each such
Companion Loan is sometimes referred to in this prospectus supplement as a
"SERVICED COMPANION LOAN" and together with the related Mortgage Loan, as a,
"SERVICED WHOLE LOAN"). Each of the General Motors Building loan and the Loews
Universal Hotel Portfolio loan is not being serviced under the Pooling and
Servicing Agreement and is sometimes referred to in this prospectus supplement
as a "NON-SERVICED MORTGAGE LOAN" and collectively as the "NON-SERVICED MORTGAGE
LOANS."
Each Mortgage Loan is evidenced by one or more promissory notes (each, a
"NOTE") and secured by one or more mortgages, deeds of trust or other similar
security instruments (each, a "MORTGAGE"). Each of the Mortgages creates a first
lien on the interests of the related borrower in the related Mortgaged Property,
as set forth on the following table:
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% OF % OF % OF
INTEREST OF INITIAL OUTSTANDING INITIAL LOAN GROUP 1 INITIAL LOAN GROUP 2
BORROWER ENCUMBERED POOL BALANCE(1) BALANCE(1) BALANCE(1)
- --------------------------------------- ------------------- ------------------- --------------------
Fee Simple Estate(2) .................. 92.74% 90.63% 100.00%
Partial Fee/Partial Leasehold Estate .. 1.87% 2.42% 0.00%
Leasehold Estate ...................... 5.39% 6.95% 0.00%
------ ------ ------
Total ................................. 100.00% 100.00% 100.00%
====== ====== ======
(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 (which amounts, if not specified in the related Mortgage Loan
Documents, are based on the appraised values or square footage of each
Mortgaged Property and/or each Mortgaged Property's underwritten net cash
flow).
(2) Includes Mortgage Loans secured by the borrower's leasehold interest in the
Mortgaged Property along with the corresponding fee interest of the ground
lessor in such Mortgaged Property.
SECURITY FOR THE MORTGAGE LOANS
None of the Mortgage Loans is insured or guaranteed by the United States,
any governmental agency or instrumentality, any private mortgage insurer or by
the Depositor, any of German American Capital Corporation ("GACC"), GMAC
Commercial Mortgage Corporation ("GMACCM") or PNC Bank, National Association
("PNC BANK" and together with GMACCM and GACC, the "MORTGAGE LOAN SELLERS"),
Midland Loan Services, Inc. (as servicer with respect to mortgage loans sold by
GACC and PNC Bank excluding the Loews Universal Hotel Portfolio Loan, in such
capacity, the "MIDLAND SERVICER"), GMAC Commercial Mortgage Corporation (as
servicer with respect to mortgage loans sold by it, as well as the Loews
Universal Hotel Portfolio Loan in such capacity, the "GMACCM SERVICER" and
collectively with the Midland Servicer, the "Servicers"), GMAC Commercial
Mortgage Corporation (the "SPECIAL SERVICER"), Wells Fargo Bank, N.A. (the
"TRUSTEE") or any of their respective affiliates. Each Mortgage Loan is or
should be considered to be nonrecourse. In the event of a default under any
Mortgage Loan, the lender's remedies generally are limited to foreclosing
against the specific Mortgaged Property or Mortgaged Properties securing such
Mortgage Loan and such limited other assets as may have been pledged to secure
such Mortgage Loan subject to customary nonrecourse carveouts either to the
borrower or its sponsor. Even if a Mortgage Loan is recourse to the borrower (or
if a nonrecourse carveout to the borrower applies), in most cases, the
borrower's assets are limited primarily to its interest in the related Mortgaged
Property. Each Mortgage Loan is secured by one or more Mortgages and an
assignment of the related borrower's interest in the leases, rents, issues and
profits of the related Mortgaged Properties. In certain instances, additional
collateral exists in the nature of partial indemnities or guaranties, or in the
establishment and pledge of one or more reserve or escrow accounts (such
accounts, "RESERVE ACCOUNTS"). Each Mortgage constitutes a first lien on a fee
or leasehold interest in a Mortgaged Property, subject generally only to (i)
liens for real estate and other taxes and special assessments not yet delinquent
or accruing interest or penalties, (ii) covenants, conditions, restrictions,
rights of way, easements and other encumbrances whether or not of public record
as of the date of recording of the related Mortgage, such exceptions having been
acceptable to the related Mortgage Loan Seller in connection with the purchase
or origination of the related Mortgage Loan, and (iii) such other exceptions and
encumbrances on Mortgaged Properties as are reflected in the related title
insurance policies.
THE MORTGAGE LOAN SELLERS
The Depositor will purchase the Mortgage Loans to be included in the
Mortgage Pool on or before the Closing Date from GACC, GMACCM and PNC Bank
pursuant to three separate mortgage loan purchase agreements (each, a "MORTGAGE
LOAN PURCHASE AGREEMENT"), to be dated the Closing Date between the related
Mortgage Loan Seller and the Depositor.
GACC. 31 Mortgage Loans, which represent security for 42.11% of the Initial
Outstanding Pool Balance, 38.91% of the Initial Loan Group 1 Balance and 53.17%
of the Initial Loan Group 2 Balance, will be sold to the Depositor by GACC. All
such Mortgage Loans were originated by GACC or an affiliate of
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GACC. GACC is a wholly-owned subsidiary of Deutsche Bank Americas Holding Corp.,
which in turn is a wholly-owned subsidiary of Deutsche Bank AG, a German
corporation. GACC is an affiliate of Deutsche Bank Securities Inc., one of the
Underwriters and an affiliate of the Depositor. GACC engages primarily in the
business of purchasing and holding mortgage loans pending securitization,
repackaging or other disposition. GACC also acts from time to time as the
originator of mortgage loans. Although GACC purchases and sells mortgage loans
for its own account, it does not act as a broker or dealer in connection with
any such loans. The principal offices of GACC are located at 60 Wall Street, New
York, New York 10005.
GMACCM. 62 Mortgage Loans, which represent security for 41.71% of the
Initial Outstanding Pool Balance, 43.48% of the Initial Loan Group 1 Balance and
35.57% of the Initial Loan Group 2 Balance, will be sold to the Depositor by
GMACCM. GMACCM, a California Corporation, is an indirect wholly-owned subsidiary
of GMAC Mortgage Group, Inc., which is a wholly-owned direct subsidiary of
General Motors Acceptance Corporation. GMACCM is an affiliate of GMAC Commercial
Holding Capital Markets Corp., one of the Underwriters. GMACCM is the servicer
of all of the loans sold by GMACCM and is the Special Servicer to all of the
Mortgage Loans (other than the Non-Serviced Mortgage Loans). The principal
offices of GMACCM are located at 200 Witmer Road, Horsham, Pennsylvania
19044-8015.
PNC BANK. 45 Mortgage Loans, which represent security for 16.18% of the
Initial Outstanding Pool Balance, 17.60% of the Initial Loan Group 1 Balance and
11.25% of the Initial Loan Group 2 Balance, will be sold to the Depositor by PNC
Bank. PNC Bank is a national banking association with its principal office in
Pittsburgh, Pennsylvania. PNC Bank's business is subject to examination and
regulation by United States federal banking authorities. Its primary federal
bank regulatory authority is the Office of the Comptroller of the Currency. PNC
Bank is a wholly-owned indirect subsidiary of The PNC Financial Services Group,
Inc. ("PNC FINANCIAL"), a Pennsylvania corporation, and is PNC Financial's
principal bank subsidiary. PNC Financial and its subsidiaries offer a wide range
of commercial banking, retail banking and trust and asset management services to
its customers. As of December 31, 2004, PNC Bank had total consolidated assets
representing approximately 92.58% of PNC Financial's consolidated assets. PNC
Bank is an affiliate of PNC Capital Markets, Inc., one of the underwriters. The
Midland Servicer is a wholly-owned subsidiary of PNC Bank. The principal offices
of PNC Bank are located at One PNC Plaza, 249 Fifth Avenue, Pittsburgh,
Pennsylvania 15222.
Each of the Mortgage Loan Sellers, subject to the exception below, will
make certain representations and warranties with respect to the Mortgage Loans
sold by it and, with respect to any breach of any representation or warranty
that materially and adversely (i) affects the value of a Mortgage Loan sold by
it, (ii) affects the value of the related Mortgaged Property or (iii) affects
the interests of the Trustee or any holders of the Certificates therein, the
related Mortgage Loan Seller will be required to cure the breach or repurchase
or substitute for that Mortgage Loan. See "THE POOLING AND SERVICING
AGREEMENT--REPRESENTATIONS AND WARRANTIES; REPURCHASE; SUBSTITUTION" in this
prospectus supplement.
The information set forth herein concerning the Mortgage Loan Sellers and
the underwriting conducted by each of the Mortgage Loan Sellers with respect to
the related Mortgage Loans has been provided by the respective Mortgage Loan
Sellers, and none of the Depositor, the Underwriters or the other Mortgage Loan
Sellers make any representation or warranty as to the accuracy or completeness
of such information.
CERTAIN UNDERWRITING MATTERS
ENVIRONMENTAL SITE ASSESSMENTS. Except as described below, environmental
site assessments or updates of a previously conducted assessment based on
information in an established database or study were conducted on all of the
Mortgaged Properties within the 16-month period prior to the Cut-off Date. In
some cases these assessments or updates revealed the existence of material
environmental conditions. The Mortgage Loan Sellers have informed the Depositor
that where such conditions were identified:
o the circumstance or condition has been remediated in all material
respects,
o the borrower has escrowed funds to effect the remediation,
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o a responsible party (not related to the borrower or, if the cost of
remediation is less than the lesser of 2% of the original principal
balance of the related mortgage loan or $50,000, the borrower or its
sponsor) is currently taking or required to take actions as have been
recommended by the environmental assessment or by the applicable
governmental authority,
o an operations and maintenance plan has been or will be implemented,
o environmental insurance with respect to such condition has been
obtained,
o an indemnity or guaranty with respect to such condition was obtained
from a responsible third party or the sponsor,
o a "no further action" letter or other evidence has been obtained
stating that the applicable governmental authority has no current
intention of requiring any action be taken by the borrower or any other
person with respect to such condition, or
o upon further investigation, an environmental consultant recommended no
further investigation or remediation.
For more information regarding environmental conditions, see "RISK
FACTORS--RISKS RELATED TO THE MORTGAGE LOANS--POTENTIAL TRUST LIABILITY RELATED
TO A MATERIALLY ADVERSE ENVIRONMENTAL CONDITION" in this prospectus supplement.
In the case of 1 Mortgaged Property, securing 0.09% of the Initial
Outstanding Pool Balance, and 0.12% of the Initial Loan Group 1 Balance, an
environmental insurance policy was obtained with respect to the related
Mortgaged Property in lieu of obtaining an environmental site assessment or
update. Subject to certain conditions and exclusions, each environmental
insurance policy generally insures the Trust against losses resulting from
certain known and/or unknown environmental conditions at the related Mortgaged
Property during the applicable policy period. Subject to certain conditions and
exclusions, the environmental insurance policies generally provide coverage
against (i) losses resulting from default under the applicable Mortgage Loan, up
to the then outstanding principal balance and certain unpaid interest of the
Mortgage Loan, if on-site environmental conditions in violation of applicable
environmental standards are discovered at the Mortgaged Property during the
policy period and no foreclosure of the Mortgaged Property has taken place,
PROVIDED, HOWEVER, that with respect to certain Mortgage Loans for which an
environmental insurance policy was obtained, the coverage may be limited to the
lesser of the outstanding loan balance and the costs of clean up of
environmental conditions, up to the applicable aggregate policy limit; (ii)
losses from third-party claims against the lender during the policy period for
bodily injury, property damage or clean-up costs resulting from environmental
conditions at or emanating from the Mortgaged Property; and (iii) after
foreclosure, costs of clean-up of environmental conditions discovered during the
policy period to the extent required by applicable law, including any court
order or other governmental directive.
The information contained herein regarding environmental conditions at the
Mortgaged Properties is based on the environmental site assessments or the
updates described in the first paragraph under this heading and has not been
independently verified by the Depositor, the Mortgage Loan Sellers, the
Underwriters, the Servicers, the Special Servicer, the Trustee or any of their
respective affiliates. There can be no assurance that the environmental site
assessments or such updates, as applicable, identified all environmental
conditions and risks, or that any such environmental conditions will not have a
material adverse effect on the value or cash flow of the related Mortgaged
Property.
PROPERTY CONDITION ASSESSMENTS. The Mortgage Loan Sellers have informed the
Depositor that inspections of substantially all of the Mortgaged Properties (or
updates of previously conducted inspections) were conducted by independent
licensed engineers or other representatives or designees of the related Mortgage
Loan Seller within the 15-month period prior to the Cut-off Date. Such
inspections were commissioned to inspect the exterior walls, roofing, interior
construction, mechanical and electrical systems (in most cases) and the general
condition of the site, buildings and other improvements located at a Mortgaged
Property. With respect to certain of the Mortgage Loans, the resulting reports
indicated a variety of deferred maintenance items and recommended capital
expenditures. The estimated cost of the necessary repairs or replacements at a
Mortgaged Property was included in the related property
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condition assessment. In some (but not all) instances, cash reserves were
established with the lender to fund such deferred maintenance and/or replacement
items.
APPRAISALS AND MARKET ANALYSIS. The Mortgage Loan Sellers have informed the
Depositor that an appraisal or market analysis for all of the Mortgaged
Properties was performed (or an existing appraisal was updated) on behalf of the
related Mortgage Loan Seller within the 14-month period prior to the Cut-off
Date. Each such appraisal was conducted by an independent appraiser that is
state certified and/or designated as a Member of the Appraisal Institute
("MAI"), in order to provide an opinion as to the market value of the related
Mortgaged Property. In general, such appraisals represent the analysis and
opinion of the respective appraisers at or before the time made, and are not
guarantees of, and may not be indicative of, present or future value. There can
be no assurance that another appraiser would not have arrived at a different
valuation, even if such appraiser used the same general approach to and the same
method of appraising the Mortgaged Property. In addition, appraisals seek to
establish the amount a typically motivated buyer would pay a typically motivated
seller. Such amount could be significantly higher than the amount obtained from
the sale of a Mortgaged Property under a distress or liquidation sale. See "RISK
FACTORS--RISKS RELATED TO THE MORTGAGE LOANS--APPRAISALS AND MARKET STUDIES HAVE
CERTAIN LIMITATIONS" in this prospectus supplement.
PROPERTY, LIABILITY AND OTHER INSURANCE. The Mortgage Loan Documents
generally require that: (i) the Mortgaged Property be insured by a property and
casualty insurance policy in an amount (subject to a customary deductible) at
least equal to the lesser of the outstanding principal balance of the related
Mortgage Loan (or Whole Loan), 100% of the full insurable replacement cost of
the improvements located on the related Mortgaged Property or, with respect to
certain Mortgage Loans, the full insurable actual cash value of the Mortgaged
Property; or (ii) the Mortgaged Property be insured by property insurance in
such other amounts as was required by the related originators with, if
applicable, appropriate endorsements to avoid the application of a co-insurance
clause and without reduction in insurance proceeds for depreciation. In
addition, if any portion of the improvements to a Mortgaged Property securing
any Mortgage Loan was, at the time of the origination of such Mortgage Loan, in
an area identified in the "Federal Register" by the Federal Emergency Management
Agency as having special flood hazards, and flood insurance was available, a
flood insurance policy meeting the requirements of the then-current guidelines
of the Federal Insurance Administration is in effect (except where
self-insurance is permitted) with a generally acceptable insurance carrier, in
an amount representing coverage not less than the least of (1) the outstanding
principal balance of such Mortgage Loan and with respect to any Mortgage Loan
related to a Serviced Companion Loan, the outstanding principal balance of the
Whole Loan, (2) the maximum amount of insurance required by the terms of the
related Mortgage and available for the related Mortgaged Property under the
National Flood Insurance Act of 1968, as amended and (3) 100% of the replacement
cost of the improvements located in the special flood hazard area on the related
Mortgaged Property. In general, the standard form of property and casualty
insurance policy covers physical damage to, or destruction of, the improvements
on the Mortgaged Property by fire, lightning, explosion, smoke, windstorm and
hail, riot or strike and civil commotion, subject to the conditions and
exclusions set forth in each policy.
Each Mortgage generally also requires the related borrower to maintain
comprehensive general liability insurance against claims for personal and bodily
injury, death or property damage occurring on, in or about the related Mortgaged
Property. Each Mortgage generally further requires the related borrower to
maintain business interruption or rent loss insurance in an amount not less than
100% of the projected rental income from the related Mortgaged Property for not
less than six months. In general, the Mortgaged Properties are not insured for
earthquake risk, floods and other water-related causes, landslides and mudflow,
vermin, nuclear reaction or war. In addition, certain of the insurance policies
may specifically exclude coverage for losses due to mold, certain acts of
nature, terrorist activities or other insurable conditions or events. In some
cases, the Mortgage Loan Documents permit the related borrower to rely on
self-insurance provided by a tenant in lieu of an insurance policy. See "RISK
FACTORS--RISKS RELATED TO THE MORTGAGE LOANS--PROPERTY INSURANCE" in this
prospectus supplement.
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UNDERWRITING STANDARDS
GACC'S UNDERWRITING STANDARDS
GENERAL. All of the Mortgage Loans sold to the Depositor by GACC were
originated or purchased by GACC, or an affiliate of GACC, in each case,
generally in accordance with the underwriting criteria described herein. GACC
originates loans secured by retail, multifamily, office, hotel, self storage and
industrial properties as well as manufactured housing community properties
located in the United States.
LOAN ANALYSIS. In connection with the origination of mortgage loans, GACC
conducts an extensive review of the related mortgaged property, including an
analysis of the appraisal, environmental report, property operating statements,
financial data, rent rolls and related information or statements of occupancy
rates provided by the borrower and, with respect to the mortgage loans secured
by retail and office properties, certain major tenant leases and the tenant's
credit. The credit of the borrower and certain of its key principals is examined
for financial strength and character prior to approval of the mortgage loan
through a review of historical tax returns, third party credit reports,
judgment, lien, bankruptcy and pending litigation searches and, if applicable,
the loan payment history of the borrower and its principals. Generally,
borrowers are required to be single-purpose entities. A member of the GACC
underwriting or due diligence team visits the mortgaged property for a site
inspection to confirm the occupancy rates of the mortgaged property, and
analyzes the mortgaged property's market and the utility of the mortgaged
property within the market. Unless otherwise specified herein, all financial
occupancy and other information contained herein is based on such information
and there can be no assurance that such financial, occupancy and other
information remains accurate.
LOAN APPROVAL. Prior to commitment, all mortgage loans must be approved by
GACC's credit committee (the make-up of which varies by loan size) in accordance
with its credit policies. The credit committee may approve a mortgage loan as
recommended, request additional due diligence, modify the loan terms or decline
a loan transaction.
DEBT SERVICE COVERAGE RATIO AND LTV RATIO. GACC's underwriting standards
generally require the following minimum debt service coverage ratios and maximum
LTV Ratios for each of the indicated property types:
LTVRATIO
PROPERTY TYPE DSCR GUIDELINE GUIDELINES
--------------------------- ---------------- ---------------
Office .................... 1.25x 75%
Anchored Retail ........... 1.25x 75%
Unanchored Retail ......... 1.30x 70%
Multifamily ............... 1.20x 80%
Manufactured housing ...... 1.20x 80%
Industrial/Warehouse ...... 1.25x 75%
Self Storage .............. 1.30x 70%
Hotel ..................... 1.60x 70%
The debt service coverage ratio guidelines listed above are calculated
based on Underwritten Net Cash Flow at origination and, with respect to the
Whole Loans, are calculated (unless otherwise specified) without regard to any B
Loan, if any, but including each Mortgage Loan and any related Pari Passu
Companion Loan. Therefore, the debt service coverage ratio for each Mortgage
Loan as reported elsewhere in this prospectus supplement and Annex A-1 may
differ from the amount calculated at the time of origination. In addition,
GACC's underwriting guidelines generally permit a maximum amortization period of
30 years. However, notwithstanding the foregoing, in certain circumstances the
actual debt service coverage ratios and loan-to-value ratios for the Mortgage
Loans originated or purchased by GACC may vary from these guidelines. See
"DESCRIPTION OF THE MORTGAGE POOL" in this prospectus supplement and Annex A-1
to this prospectus supplement.
ESCROW REQUIREMENTS. GACC generally requires a borrower to fund various
escrows for taxes and insurance, replacement reserves, re-tenanting expenses and
capital expenses, and in some cases only during periods when certain debt
service coverage ratio tests are not satisfied. In some cases, the
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borrower is permitted to post a letter of credit or guaranty in lieu of funding
a given reserve or escrow. Generally, the required escrows for mortgage loans
originated by GACC are as follows:
TAXES AND INSURANCE--Typically, an initial deposit and monthly escrow
deposits equal to 1/12 of the annual property taxes (based on the most
recent property assessment and the current millage rate) and annual
insurance premiums are required in order to provide GACC with sufficient
funds to satisfy all taxes and insurance bills prior to their respective
due dates.
REPLACEMENT RESERVES--Monthly deposits generally based on the greater of
the amount recommended pursuant to a building condition report prepared for
GACC or the following minimum amounts:
Office .................... $0.20 per square foot
Retail .................... $0.20 per square foot of in-line space
Multifamily ............... $2.50 per unit
Manufactured housing ...... $50 per pad
Industrial/Warehouse ...... $0.20 per square foot
Self storage .............. $0.15 per square foot
Hotel ..................... 5% of gross revenue
RE-TENANTING--Certain major tenants and a significant number of smaller
tenants may have lease expirations within the loan term. To mitigate this
risk, reserves may be established to be funded either at closing and/or
during the loan term to cover certain anticipated leasing commissions
and/or tenant improvement costs which may be associated with re-leasing the
space occupied by these tenants.
DEFERRED MAINTENANCE/ENVIRONMENTAL REMEDIATION--Generally, an initial
deposit is required upon funding of the mortgage loan, in an amount equal
to at least 125% of the estimated costs of the recommended substantial
repairs or replacements pursuant to the building condition report completed
by a licensed third-party engineer and the estimated costs of environmental
remediation expenses as recommended by an independent environmental
assessment. In some cases, borrowers are permitted to substitute
environmental insurance policies in lieu of reserves for environmental
remediation.
Mortgage Loans originated by GACC generally conform to the above described
underwriting guidelines. However, there can be no assurance that each Mortgage
Loan originated or purchased by GACC conforms in its entirety to the guidelines
described above.
GMACCM'S UNDERWRITING STANDARDS
GENERAL. GMACCM has developed guidelines establishing certain procedures
with respect to underwriting the Mortgage Loans originated or purchased by it
that are generally consistent with those described below. All of the Mortgage
Loans were generally originated in accordance with these guidelines.
PROPERTY ANALYSIS. GMACCM generally performs or causes to be performed a
site inspection to evaluate the location and quality of the related Mortgaged
Properties. The inspection generally includes an evaluation of some combination
of functionality, design, attractiveness, visibility and accessibility, as well
as convenience to major thoroughfares, transportation centers, employment
sources, retail areas and educational or recreational facilities. GMACCM
assesses the submarket in which the Mortgaged Property is located to evaluate
competitive or comparable properties as well as market trends. In addition,
GMACCM evaluates the property's age, physical condition, operating history,
lease and tenant mix, and management.
CASH FLOW ANALYSIS. GMACCM reviews, among other things, historical
operating statements, rent rolls, tenant leases and/or budgeted income and
expense statements provided by the borrower and makes adjustments in order to
determine a DSCR. See "DESCRIPTION OF THE MORTGAGE POOL--ADDITIONAL LOAN
INFORMATION" in this prospectus supplement.
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APPRAISAL AND LOAN-TO-VALUE RATIO. For each Mortgaged Property, GMACCM
obtains a current full narrative appraisal conforming at least to the
requirements of the Financial Institutions Reform, Recovery, and Enforcement Act
of 1989 ("FIRREA"). The appraisal must include an estimate of the current market
value of the Mortgaged Property in its current condition. GMACCM then determines
the Loan-to-Value Ratio of the Mortgage Loan at the date of origination based on
the value set forth in the appraisal.
EVALUATION OF BORROWER. GMACCM evaluates the borrower and its principals
with respect to credit history and prior experience as an owner and operator of
commercial real estate properties. The evaluation will generally include
obtaining and reviewing a credit report or other reliable indication of the
borrower's financial capacity; obtaining and verifying credit references and/or
business and trade references; and obtaining and reviewing certifications
provided by the borrower as to prior real estate experience and current
contingent liabilities. Finally, although the Mortgage Loans are nonrecourse in
nature, in the case of certain Mortgage Loans, the borrower and/or certain
principals, which may be entities thereof, may be required to assume legal
responsibility for liabilities relating to fraud, misrepresentation,
misappropriation of funds and breach of environmental or hazardous waste
requirements.
GMACCM evaluates the financial capacity of the borrower and the related
principals to meet any obligations that may arise with respect to such
liabilities.
ENVIRONMENTAL SITE ASSESSMENT. Prior to origination, GMACCM either (i)
obtains or updates an environmental site assessment ("ESA") for a Mortgaged
Property prepared by a qualified environmental firm or (ii) obtains an
environmental insurance policy for a Mortgaged Property. If an ESA is obtained
or updated, GMACCM reviews the ESA to verify the absence of reported violations
of applicable laws and regulations relating to environmental protection and
hazardous waste. In cases in which the ESA identifies such violations, GMACCM
requires the borrower to carry out satisfactory remediation activities prior to
the origination of the Mortgage Loan, to establish an operations and maintenance
plan or to place sufficient funds in escrow at the time of origination of the
Mortgage Loan to complete such remediation within a specified period of time, to
obtain an environmental insurance policy for the Mortgaged Property or to
execute an indemnity agreement with respect to such condition or is otherwise
satisfied that no further action is necessary.
PHYSICAL ASSESSMENT REPORT. Prior to origination (or in certain limited
cases, after origination), GMACCM obtains a physical assessment report ("PAR")
for each Mortgaged Property prepared by a qualified structural engineering firm.
However, in certain cases a PAR is not obtained if the Mortgaged Property is
determined to be a new construction. GMACCM reviews the PAR to verify that the
property is reported to be in satisfactory physical condition, and to determine
the anticipated costs of necessary repair, replacement and major maintenance or
capital expenditure needs over the term of the Mortgage Loan. In cases in which
the PAR identifies material repairs or replacements needed immediately, GMACCM
generally requires the borrower to carry out such repairs or replacements prior
to the origination of the Mortgage Loan, or to place sufficient funds in escrow
at the time of origination of the Mortgage Loan to complete such repairs or
replacements within not more than 12 months, to execute an indemnity agreement
with respect to the condition or is otherwise satisfied that no further action
is necessary.
TITLE INSURANCE POLICY. The borrower is required to provide, and GMACCM
reviews, a title insurance policy for each Mortgaged Property that must be
acceptable to GMACCM.
PROPERTY INSURANCE. The borrower is required to provide, and GMACCM
reviews, certificates of required insurance with respect to the Mortgaged
Properties where self-insurance is not permitted.
PNC BANK'S UNDERWRITING STANDARDS
GENERAL. PNC Bank has developed guidelines establishing certain procedures
with respect to underwriting the Mortgage Loans originated or purchased by it
that are generally consistent with those described below. All of the Mortgage
Loans sold to the Depositor by PNC Bank were generally originated
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in accordance with such guidelines. In some instances, certain of such
guidelines were waived or modified by PNC Bank where it was determined not to
adversely affect the Mortgage Loans originated by it in any material respect.
PROPERTY ANALYSIS. PNC Bank generally performs or causes to be performed a
site inspection to evaluate the location and quality of the related Mortgaged
Properties. Such inspection generally includes an evaluation of functionality,
design, attractiveness, visibility and accessibility, as well as convenience to
major thoroughfares, transportation centers, employment sources, retail areas
and educational or recreational facilities. PNC Bank assesses the submarket in
which the Mortgaged Property is located to evaluate competitive or comparable
properties as well as market trends. In addition, PNC Bank evaluates the
property's age, physical condition, operating history, lease and tenant mix, and
management.
CASH FLOW ANALYSIS. PNC Bank reviews, among other things, historical
operating statements, rent rolls, tenant leases and/or budgeted income and
expense statements provided by the borrower and makes adjustments in order to
determine a DSCR. See "DESCRIPTION OF THE MORTGAGE POOL--ADDITIONAL LOAN
INFORMATION" in this prospectus supplement.
APPRAISAL AND LOAN-TO-VALUE RATIO. For each Mortgaged Property, PNC Bank
obtains a current full narrative appraisal conforming at least to the
requirements of the Financial Institutions Reform, Recovery, and Enforcement Act
of 1989 ("FIRREA"). The appraisal is generally based on the then current use of
the Mortgaged Property and must include an estimate of the then current market
value of the Mortgaged Property in its then current condition although in
certain cases, PNC Bank may also obtain a value on a stabilized basis. PNC Bank
then determines the Loan-to-Value Ratio of the Mortgage Loan at the date of
origination or, if applicable, in connection with its acquisition, in each case
based on the value set forth in the appraisal.
EVALUATION OF BORROWER. PNC Bank evaluates the borrower and its principals
with respect to credit history and prior experience as an owner and operator of
commercial real estate properties. The evaluation will generally include
obtaining and reviewing a credit report or other reliable indication of the
borrower's financial capacity, obtaining and verifying credit references and/or
business and trade references, and obtaining and reviewing certifications
provided by the borrower as to prior real estate experience and current
contingent liabilities. Finally, although the Mortgage Loans generally are
non-recourse in nature, in the case of certain Mortgage Loans, the borrower
and/or certain principals or affiliated entities, may be required to assume
legal responsibility for liabilities relating to fraud, intentional
misrepresentation, misappropriation of funds and breach of environmental or
hazardous waste requirements. PNC Bank evaluates the financial capacity of the
borrower and such principals to meet any obligations that may arise with respect
to such liabilities.
ENVIRONMENTAL SITE ASSESSMENT. Prior to origination, PNC Bank either (i)
obtains or updates an ESA for a Mortgaged Property prepared by a qualified
environmental firm or (ii) obtains an environmental insurance policy for a
Mortgaged Property. If an ESA is obtained or updated, PNC Bank reviews the ESA
to verify the absence of reported violations of applicable laws and regulations
relating to environmental protection and hazardous waste. Where the ESA
identifies such violations, PNC Bank generally (a) determines that another party
with adequate financial resources is responsible for taking remedial actions,
(b) determines that no further investigation or remediation, other than an
operations and maintenance program, is warranted based upon the further
investigation and recommendation of an environmental consultant and, if
applicable, requires the borrower to implement an operations and maintenance
program or (c) requires the borrower to carry out satisfactory remediation
activities prior to the origination of the Mortgage Loan, to establish an
operations and maintenance plan, to place sufficient funds in escrow or provide
other sufficient security at the time of origination of the Mortgage Loan to
complete such remediation within a specified period of time, to obtain an
environmental insurance policy for the Mortgaged Property, to provide a guaranty
or indemnity agreement with respect to such condition or to receive adequate
evidence that applicable governmental authorities have no current intention of
taking any action or requiring any action with respect to such condition.
PHYSICAL ASSESSMENT REPORT. Prior to origination or, if applicable, in
connection with the acquisition of a mortgage loan, PNC Bank obtains a PAR for
each Mortgaged Property prepared by a qualified
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structural engineering firm. PNC Bank reviews the PAR to verify that the
Mortgaged Property is reported to be in satisfactory physical condition, and to
determine the anticipated costs of necessary repair, replacement and major
maintenance or capital expenditure needs over the term of the Mortgage Loan.
Where the PAR identifies material repairs or replacements needed immediately,
PNC Bank generally requires the borrower to carry out such repairs or
replacements prior to the origination of the Mortgage Loan, or to place
sufficient funds in escrow at the time of origination of the Mortgage Loan to
complete such repairs or replacements within a specified time period, generally
not more than 12 months.
TITLE INSURANCE POLICY. The borrower is required to provide, and PNC Bank
reviews, a title insurance policy for each Mortgaged Property. The title
insurance policy must meet the following requirements: (a) the policy must be
written by a title insurer licensed to do business in the jurisdiction where the
Mortgaged Property is located; (b) the policy must be in an amount equal to the
original principal balance of the Mortgage Loan; (c) the protection and benefits
must run to the lender and its successors and assigns; (d) the policy should be
written on a standard policy form of the American Land Title Association or
equivalent policy promulgated in the jurisdiction where the Mortgaged Property
is located; and (e) the legal description of the Mortgaged Property in the title
policy must conform to that shown on the survey of the Mortgaged Property, where
a survey has been required.
PROPERTY INSURANCE. The borrower is required to provide, and PNC Bank
reviews, certificates of required insurance with respect to the Mortgaged
Properties where self-insurance is not permitted. Such insurance generally may
include: (a) commercial general liability insurance for bodily injury or death
and property damage; (b) a standard "extended coverage insurance policy"
providing "special" form coverage; (c) if applicable, boiler and machinery
coverage; (d) if any improvements on the Mortgaged Property are located in a
flood hazard area, flood insurance; and (e) such other coverage as PNC Bank may
require based on the specific characteristics of the Mortgaged Property.
SPLIT LOAN STRUCTURES
THE LAKEWOOD CENTER LOAN
With respect to the Mortgage Loan known as the "Lakewood Center" loan (the
"LAKEWOOD CENTER LOAN"), representing approximately 9.54% of the Initial
Outstanding Pool Balance, 12.30% of the Initial Loan Group 1 Balance, and with a
Cut-off Date Balance of $218,000,000 the related Mortgaged Property also secures
one other loan (the "LAKEWOOD CENTER B LOAN" and, together with the Lakewood
Center Loan, the "LAKEWOOD CENTER WHOLE LOAN") that is subordinate to the
Lakewood Center Loan and has a Cut-off Date Balance of $32,000,000. The Lakewood
Center B Loan has the same maturity date as the Lakewood Center Loan, but an
interest rate of 5.305% per annum. The Lakewood Center Whole Loan is an
interest-only loan. Only the Lakewood Center Loan, evidenced by two PARI PASSU
notes, is included in the trust. The Lakewood Center B Loan is not an asset of
the trust.
The Lakewood Center B Loan is owned by Teachers Insurance and Annuity
Association of America.
For the purpose of the information presented in this prospectus supplement
with respect to the Lakewood Center Loan, unless otherwise indicated, the debt
service coverage ratio and loan-to-value ratio reflect the indebtedness
evidenced by the Lakewood Center Loan, but excludes the Lakewood Center B Loan.
GENERAL. The Lakewood Center Whole Loan will be serviced pursuant to the
terms of the Pooling and Servicing Agreement (and all decisions, consents,
waivers, approvals and other actions on the part of any holder of the Lakewood
Center Whole Loan will be effected in accordance with the Pooling and Servicing
Agreement). The Midland Servicer or the Trustee, as applicable, will be
obligated to make (i) any required P&I Advances on the Lakewood Center Loan
unless the Midland Servicer, the Special Servicer or the Trustee, as applicable,
determines that such an advance would not be recoverable from collections on the
Lakewood Center Whole Loan, and (ii) Property Advances with respect to the
Lakewood Center Whole Loan unless the Midland Servicer, the Special Servicer or
the Trustee, as applicable, determines that such an advance would not be
recoverable from collections on the Lakewood Center Whole Loan.
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DISTRIBUTIONS. The holders of the Lakewood Center Loan and the Lakewood
Center B Loan have entered into an intercreditor agreement that sets forth the
respective rights of each of the holders of the Lakewood Center Whole Loan and
provides, in general, that:
o if no monetary event of default or other material non-monetary event of
default that results in a transfer of the Lakewood Center Whole Loan to
special servicing has occurred and is continuing (or if a monetary
event of default or other material non-monetary event of default has
occurred and is continuing, the holder of the Lakewood Center B Loan
has cured such monetary event of default or, in the case of a material
non-monetary event of default has either cured such event of default or
is diligently pursuing the cure thereof, in accordance with the terms
of the related intercreditor agreement and the Pooling and Servicing
Agreement), the holder of the Lakewood Center B Loan will generally be
entitled to receive its scheduled principal and interest payments after
(i) the Midland Servicer and/or the Special Servicer, as applicable,
receive their servicing fee, advance and interest thereon, workout fee
and liquidation fee, (ii) the Midland Servicer and the Special
Servicer, receive their PRO RATA share of indemnity payments related to
the Lakewood Center Whole Loan that may be required, if any, (iii) the
holder of the Lakewood Center Loan receives its advance interest and
scheduled interest payments (including default interest) and (iv) the
holder of the Lakewood Center Loan receives any scheduled payments of
principal and its percentage interest of any unscheduled payments of
principal. Once both the Lakewood Center Loan and the Lakewood Center B
Loan receive their respective interest and principal payments, then any
distribution of yield maintenance premium, collected from the borrower
during such distribution period, will be allocated first to the holder
of the Lakewood Center Loan (up to the amounts allocated to such loan)
and then to the holder of the Lakewood Center B Loan (up to the amounts
allocated to such loan); and
o if a monetary event of default or other material non-monetary event of
default has occurred and is continuing (and has not been cured by the
holder of the Lakewood Center B Loan exercising its cure rights in
accordance with the terms of the related intercreditor agreement and
the Pooling and Servicing Agreement), the holder of the Lakewood Center
B Loan will not be entitled to receive payments of principal or
interest until the holder of the Lakewood Center Loan receives all
accrued interest (including default interest and advance interest) and
outstanding principal in full.
RIGHTS OF THE HOLDER OF THE LAKEWOOD CENTER B LOAN
CONSULTATION AND CONSENT. Unless a Lakewood Center Control Appraisal Event
has occurred and is continuing: (i) the Midland Servicer or the Special
Servicer, as the case may be, will be required to consult with the holder of the
Lakewood Center B Loan upon the occurrence of any event of default for the
Lakewood Center Whole Loan under the related Mortgage Loan Documents, to
consider alternative actions recommended by the holder of the Lakewood Center B
Loan and to consult with the holder of the Lakewood Center B Loan with respect
to certain determinations made by the Special Servicer pursuant to the Pooling
and Servicing Agreement, (ii) at any time (whether or not an event of default
for such Whole Loan under the related Mortgage Loan Documents has occurred) the
Midland Servicer and the Special Servicer will be required to consult with the
holder of the Lakewood Center B Loan (1) with respect to proposals to take any
significant action with respect to the Lakewood Center Whole Loan and the
related Mortgaged Property and to consider alternative actions recommended by
the holder of the Lakewood Center B Loan and (2) to the extent that the related
Mortgage Loan Documents grant the lender the right to approve budgets for the
related Mortgaged Property, prior to approving any such budget and (iii) prior
to taking any of the following actions with respect to the Lakewood Center Whole
Loan, the Midland Servicer and the Special Servicer will be required to notify
in writing the holder of the Lakewood Center B Loan of any proposal to take any
of such actions (and to provide the holder of the Lakewood Center B Loan with
such information reasonably requested as may be necessary in the reasonable
judgment of the holder of the Lakewood Center B Loan in order to make a
judgment, the expense of providing such information to be an expense of the
requesting party) and to receive the
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written approval of the holder of the Lakewood Center B Loan (which approval may
be withheld in its sole discretion and will be deemed given if notice of
approval or disapproval is not delivered within ten business days of delivery to
the holder of the Lakewood Center B Loan of written notice of the applicable
action, together with information reasonably requested by the holder of the
Lakewood Center B Loan) with respect to:
o any modification or amendment of, or waiver with respect to, the
Lakewood Center Whole Loan or the Mortgage Loan Documents that would
result in the extension of the applicable maturity date, a reduction in
the applicable mortgage rate borne thereby or the monthly payment, or
any prepayment premium, exit fee or yield maintenance charge payable
thereon or a deferral or forgiveness of interest on or principal of the
Lakewood Center Whole Loan, modification or waiver of any other
monetary term of the Lakewood Center Whole Loan relating to the timing
or amount of any payment of principal and interest (other than default
interest) or a modification or waiver of any provision of the Lakewood
Center Whole Loan which restricts the borrower from incurring
additional indebtedness or from transferring the related Mortgaged
Property or any transfer of direct or indirect equity interests in the
borrower;
o any modification or amendment of, or waiver with respect to the related
Mortgage Loan Documents that would result in a discounted pay-off;
o any foreclosure upon or comparable conversion (which may include
acquisitions of an REO property) of the ownership of the related
Mortgaged Property securing such specially serviced mortgage loan or
any acquisition of the related Mortgaged Property by deed in lieu of
foreclosure;
o any proposed or actual sale of the related Mortgaged Property, the
related REO property or mortgage loan (other than in connection with
the exercise of the fair value purchase option or the purchase option
described below under "--Purchase Option" the termination of the Trust
or the purchase by a Mortgage Loan Seller of a Mortgage Loan in
connection with a breach of a representation or a warranty or a
document defect);
o any release of the related borrower, any guarantor or other obligor
from liability;
o any determination not to enforce a "due-on-sale" or
"due-on-encumbrance" clause (unless such clause is not exercisable
under applicable law or such exercise is reasonably likely to result in
successful legal action by the related borrower);
o any action to bring the related Mortgaged Property or related REO
property into compliance with applicable environmental laws or to
otherwise address hazardous materials located at the Mortgaged Property
or REO property;
o any substitution or release of collateral or acceptance of additional
collateral for such Whole Loan including the release of additional
collateral for such Whole Loan unless required by the underlying
Mortgage Loan Documents (other than any release made in connection with
the grant of a non-material easement or right-of-way or other
non-material release such as a "curb-cut");
o any adoption or approval of a plan in a bankruptcy of the related
borrower;
o consenting to the modification, execution, termination or renewal of
any lease, or entering into a new lease, in each case, to the extent
the lender's approval is required under the related Mortgage Loan
Documents;
o any renewal or replacement of the then-existing insurance policies (to
the extent the lender's approval is required under the related Mortgage
Loan Documents) or any waiver, modification or amendment of any
insurance requirements under the related Mortgage Loan Documents; and
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o any consent, waiver or approval with respect to any change in the
property manager at the related Mortgaged Property.
Such rights will terminate and will be exercised by the Controlling Class
Representative at any time that a Lakewood Center Control Appraisal Event has
occurred and is continuing.
Notwithstanding any direction to, or approval or disapproval of, or right
to give direction to or to approve or disapprove an action of, the Special
Servicer or the Midland Servicer by the holder of the Lakewood Center B Loan or
the Controlling Class Representative, as applicable, in no event will the
Special Servicer or the Midland Servicer be required to take any action or
refrain from taking any action that would violate any law of any applicable
jurisdiction, be inconsistent with the Servicing Standard, violate any REMIC
provisions of the Code or violate any other provisions of the Pooling and
Servicing Agreement or the related Mortgage Loan Documents.
Notwithstanding anything herein to the contrary, the Controlling Class
Representative will have the right to consult with the Midland Servicer and the
Special Servicer, at any time, regarding the Lakewood Center Whole Loan.
In the event that the Midland Servicer or Special Servicer determines that
immediate action is necessary to protect the interests of the holders of the
Lakewood Center Whole Loan (as a collective whole), the Midland Servicer or the
Special Servicer may take any such action without waiting for the instruction of
the holders of Lakewood Center Whole Loan.
A "LAKEWOOD CENTER CONTROL APPRAISAL EVENT" will be deemed to have occurred
and be continuing if (i) the initial principal balance of the Lakewood Center B
Loan, as reduced by any payments of principal (whether as scheduled
amortization, principal prepayments or otherwise) allocated to the Lakewood
Center B Loan and any appraisal reduction amounts and realized losses allocated
to the Lakewood Center B Loan, is less than 25% of the initial principal balance
of the Lakewood Center B Loan, as reduced by any payments of principal (whether
as scheduled amortization, principal prepayments or otherwise allocated to the
Lakewood Center B Loan) or (ii) if the holder of the Lakewood Center B Loan is
an affiliate of the related borrower.
CURE RIGHTS. In the event that the borrower fails to make any payment of
principal or interest on the Lakewood Center Loan, resulting in a monetary event
of default, or a material non-monetary event of default exists that is capable
of being cured within thirty days, the holder of the Lakewood Center B Loan (in
accordance with the related intercreditor agreement) will have the right to cure
such event of default (each such cure, a "LAKEWOOD CENTER CURE EVENT") subject
to certain limitations set forth in the related intercreditor agreement;
provided that the right of the holder of the Lakewood Center B Loan to effect a
Lakewood Center Cure Event is subject to the limitation that there be no more
than three consecutive Lakewood Center Cure Events and, no more than an
aggregate of three Lakewood Center Cure Events in any twelve calendar month
period and no more than nine Lakewood Center Cure Events during the term of the
Lakewood Center Whole Loan. So long as the holder of the Lakewood Center B Loan
is exercising its cure right, neither the Midland Servicer nor the Special
Servicer will be permitted to:
o accelerate the Lakewood Center Whole Loan,
o treat such event of default as such for purposes of transferring the
Lakewood Center Whole Loan to special servicing, or
o commence foreclosure proceedings.
The holder of the Lakewood Center B Loan will not be permitted to exercise
any cure rights if it is an affiliate of the related borrower.
PURCHASE OPTION. So long as no Lakewood Center Control Appraisal Event
exists, the holder of the Lakewood Center B Loan has the option of purchasing
the Lakewood Center Mortgage Loan from the trust at any time after the Lakewood
Center Whole Loan becomes a Specially Serviced Loan under the Pooling and
Servicing Agreement as a result of an event that constitutes an event of default
under the Lakewood Center Whole Loan, provided that no foreclosure sale, sale by
power of sale or delivery of a
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deed in lieu of foreclosure with respect to any related Mortgaged Property has
occurred and that the Lakewood Center Whole Loan has not become a Corrected
Mortgage Loan.
The purchase price required to be paid by the holder of the Lakewood Center
B Loan will generally equal the outstanding principal balance of the Lakewood
Center Loan, together with accrued and unpaid interest thereon (excluding
default interest), any unreimbursed advances, together with unreimbursed
interest thereon, relating to the Lakewood Center Whole Loan, and, if such
purchase price is being paid more than 90 days after the event giving rise to
the holder of the Lakewood Center B Loan's purchase, a 1% liquidation fee (which
will be paid to the Special Servicer).
TERMINATION OF SPECIAL SERVICER. So long as no Lakewood Center Control
Appraisal Event exists, the holder of the Lakewood Center B Loan is permitted to
terminate, at its expense, the Special Servicer for the Lakewood Center Whole
Loan at any time with or without cause, and to appoint a replacement special
servicer for the Lakewood Center Whole Loan, subject to satisfaction of the
conditions contained in the Pooling and Servicing Agreement. If a Lakewood
Center Control Appraisal Event exists, or if the holder of the Lakewood Center B
Loan is an affiliate of the related borrower, the Controlling Class
Representative will be entitled to appoint a replacement special servicer. Any
successor special servicer will be required to have the rating specified in the
related intercreditor agreement and such appointment will be subject to receipt
of a "no downgrade" letter from the Rating Agencies.
THE GENERAL MOTORS BUILDING LOAN
With respect to the Mortgage Loan known as the "General Motors Building"
loan (the "GENERAL MOTORS BUILDING Loan"), representing approximately 4.77% of
the Initial Outstanding Pool Balance, 6.15% of the Initial Loan Group 1 Balance,
and with a Cut-off Date Balance of $109,000,000, the related Mortgaged Property
also secures five other mortgage loans (the "GENERAL MOTORS BUILDING COMPANION
LOANS"). Four of the General Motors Building Companion Loans (the "GENERAL
MOTORS BUILDING PARI PASSU LOANS" and, together with the General Motors Building
Loan, the "GENERAL MOTORS BUILDING SENIOR LOANS") are PARI PASSU in right of
payment with the General Motors Building Loan and have Cut-off Date Balances of
$260,000,000, $82,500,000, $82,500,000 and $180,000,000. The other General
Motors Building Companion Loan is subordinate in right of payment to the General
Motors Building Senior Loans (the "GENERAL MOTORS BUILDING B LOAN" and together
with the General Motors Building Senior Loans, the "GENERAL MOTORS BUILDING
WHOLE LOAN") and has a Cut-off Date Balance of $86,000,000. The General Motors
Building Senior Loans have the same interest rate and maturity date. The General
Motors Building B Loan has the same maturity date as the General Motors Building
Senior Loans, but an interest rate of 5.375690697674420% per annum. Only the
General Motors Building Loan, which is evidenced by two PARI PASSU notes, is
included in the trust. The General Motors Building Companion Loans are not
assets of the trust.
The General Motors Building Companion Loans were deposited into the
commercial securitizations indicated in the table below.
OUTSTANDING PRINCIPAL
BALANCE AS OF THE CUT-OFF DATE SECURITIZATION SUBORDINATE/PARI PASSU
- ------------------------------ ----------------------------------------------------- ----------------------
$260,000,000 COMM 2005-LP5 Commercial Mortgage Pass-Through
Certificates Pari Passu
$165,000,000 GE Commercial Mortgage Corporation Commercial
Mortgage Pass-Through Certificates, Series 2005-C2(1) Pari Passu
$180,000,000 GMAC Commercial Mortgage Securities, Inc., Series
2005-C1 Mortgage Pass-Through Certificates Pari Passu
$86,000,000 COMM 2005-LP5 Commercial Mortgage Pass-Through
Certificates Subordinate
- -------------
(1) Represents two PARI PASSU notes.
For the purpose of the information presented in this prospectus supplement
with respect to the General Motors Building Loan, unless otherwise indicated,
the debt service coverage ratio and loan-to-value ratio reflect the aggregate
indebtedness evidenced by the General Motors Building Senior Loans, but excludes
the General Motors Building B Loan.
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GENERAL. The General Motors Building Whole Loan will be serviced pursuant
to the terms of the pooling and servicing agreement governing the COMM 2005-LP5
Commercial Mortgage Pass-Through Certificates (the "COMM 2005-LP5 POOLING AND
SERVICING AGREEMENT") for which Midland Loan Services, Inc. is the initial
master servicer (in such capacity and any successor thereto, the "COMM 2005-LP5
SERVICER"), and LNR Partners, Inc. is the initial special servicer (in such
capacity and any successor thereto, the "COMM 2005-LP5 SPECIAL SERVICER") (and
all decisions, consents, waivers, approvals and other actions on the part of any
holder of the General Motors Building Whole Loan will be effected in accordance
with the COMM 2005-LP5 Pooling and Servicing Agreement). However, the applicable
Servicer or the Trustee, as applicable, will be obligated to make (i) any
required P&I Advances on the General Motors Building Loan unless such Servicer,
the Special Servicer or the Trustee, as applicable, determines that such an
advance would not be recoverable from collections on the General Motors Building
Loan.
DISTRIBUTIONS. The holders of the General Motors Building Senior Loans and
the General Motors Building B Loan have entered into an intercreditor agreement
that sets forth the respective rights of each of the holders of the General
Motors Building Whole Loan and provides, in general, that:
o if no monetary event of default or other material non-monetary event of
default that results in a transfer of the General Motors Building Whole
Loan to special servicing has occurred and is continuing (or if a
monetary event of default or other material non-monetary event of
default has occurred and is continuing, the holder of the General
Motors Building B Loan has cured such monetary event of default or, in
the case of a material non-monetary event of default has either cured
such event of default or is diligently pursuing the cure thereof, in
accordance with the terms of the related intercreditor agreement and
the COMM 2005-LP5 Pooling and Servicing Agreement), the holder of the
General Motors Building B Loan will generally be entitled to receive
its scheduled interest payments after the holders of the General Motors
Building Senior Loans receive their scheduled interest payments (other
than default interest) and after any advances in respect of the General
Motors Building Senior Loans and the General Motors Building B Loan are
repaid as and when required under the COMM 2005-LP5 Pooling and
Servicing Agreement (PROVIDED, that P&I Advances generally may only be
paid from funds allocable to the related loan, or to the extent of any
Nonrecoverable Advances, from general collections of the Mortgage
Pool), and the holders of the General Motors Building Senior Loans and
the General Motors Building B Loan will be entitled to receive their
respective scheduled, involuntary and voluntary payments of principal
on a PRO RATA basis; and
o if a monetary event of default or other material non-monetary event of
default has occurred and is continuing (and has not been cured by the
holder of the General Motors Building B Loan exercising its cure rights
in accordance with the terms of the related intercreditor agreement and
the COMM 2005-LP5 Pooling and Servicing Agreement), the holder of the
General Motors Building B Loan will not be entitled to receive payments
of interest until the holders of the General Motors Building Senior
Loans receive all accrued interest and (to the extent actually
collected, after allocating payments to interest on the General Motors
Building Whole Loan) scheduled principal payments due and owing on the
General Motors Building Senior Loans, and the holder of the General
Motors Building B Loan will not be entitled to receive payments of
principal until the holders of the General Motors Building Senior Loans
receive all of their respective outstanding principal in full.
In addition, the holders of the General Motors Building Senior Loans
entered into a separate intercreditor agreement. Pursuant to the terms of that
separate intercreditor agreement,
o the General Motors Building Senior Loans are of equal priority with
each other and no portion of any of them will have priority or
preference over the other; and
o all payments, proceeds and other recoveries on or in respect of the
General Motors Building Senior Loans will be applied to the General
Motors Building Senior Loans on a pari passu basis according to their
respective outstanding principal balances (subject, in each case, to
the payment and reimbursement rights of the COMM 2005-LP5 Servicer, the
COMM 2005-LP5
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Special Servicer and the related trustee, and any other service
providers with respect to the General Motors Building Senior Loans, in
accordance with the terms of the COMM 2005-LP5 Pooling and Servicing
Agreement).
RIGHTS OF THE CLASS GMB DIRECTING CERTIFICATEHOLDER AND THE HOLDERS OF THE
GENERAL MOTORS BUILDING SENIOR LOANS
CLASS GMB CERTIFICATES. The Class GMB Directing Certificateholder will be
entitled to exercise the rights and powers granted to the holder of the General
Motors Building B Loan under the COMM 2005-LP5 Pooling and Servicing Agreement
and the related intercreditor agreement, as described below under
"--Consultation and Consent"; PROVIDED, that in no event will such rights and
powers be exercised by the Class GMB Directing Certificateholder at any time it
is an affiliate of the related borrower.
The "CLASS GMB DIRECTING CERTIFICATEHOLDER" is generally the majority
certificateholder of the Class GMB Controlling Class.
The "CLASS GMB CONTROLLING CLASS" means, as of any time of determination,
the most subordinate class of Class GMB Certificates then outstanding that has a
certificate balance at least equal to 25% of the initial certificate balance of
that Class. For purposes of determining the identity of the Class GMB
Controlling Class, the certificate balance of each Class of Class GMB
Certificates will be reduced by the amount of any appraisal reductions allocated
to that class in accordance with the terms of the COMM 2005-LP5 Pooling and
Servicing Agreement.
The "CLASS GMB CERTIFICATES" means the designated classes of certificates
issued under the COMM 2005-LP5 Pooling and Servicing Agreement backed by the
General Motors Building B Loan.
Following the occurrence and during the continuance of a General Motors
Building Control Appraisal Event, the Class GMB Directing Certificateholder will
not be entitled to exercise any of these rights, and any decision to be made
with respect to the General Motors Building Whole Loan that requires the
approval of the majority certificateholder of the controlling class under the
COMM 2005-LP5 Pooling and Servicing Agreement or otherwise requires approval
under the related intercreditor agreement will require the approval of the
holders of the General Motors Building Senior Loans (or their designees) then
holding a majority of the outstanding principal balance of the General Motors
Building Senior Loans. If the holders of the General Motors Building Senior
Loans (or their designees) then holding a majority of the outstanding principal
balance of the General Motors Building Senior Loans are not able to agree on a
course of action that satisfies the servicing standard set forth in the COMM
2005-LP5 Pooling and Servicing Agreement within 45 days after receipt of a
request for consent to any action by the COMM 2005-LP5 Servicer or the COMM
2005-LP5 Special Servicer, as applicable, the majority certificateholder of the
controlling class under the COMM 2005-LP5 Pooling and Servicing Agreement will
be entitled to direct the COMM 2005-LP5 Servicer or the COMM 2005-LP5 Special
Servicer, as applicable, on a course of action to follow that satisfies the
requirements set forth in the COMM 2005-LP5 Pooling and Servicing Agreement
(including that such action does not violate the related servicing standard, any
applicable REMIC provisions or another provision of the COMM 2005-LP5 Pooling
and Servicing Agreement or the General Motors Building Whole Loan), and the COMM
2005-LP5 Servicer or the COMM 2005-LP5 Special Servicer, as applicable, will be
required to implement the course of action in accordance with the related
servicing standard and the REMIC provisions.
In the event that the COMM 2005-LP5 Special Servicer determines that
immediate action is necessary to protect the interests of the holders of the
General Motors Building Whole Loan (as a collective whole), the COMM 2005-LP5
Special Servicer may take any such action without waiting for the instruction of
the holders of General Motors Building Senior Loans.
A "GENERAL MOTORS BUILDING CONTROL APPRAISAL EVENT" will be deemed to have
occurred and be continuing if (i) the initial principal balance of the General
Motors Building B Loan, as reduced by any payments of principal (whether as
scheduled amortization, principal prepayments or otherwise) allocated to the
General Motors Building B Loan and any appraisal reduction amounts and realized
losses allocated to the General Motors Building B Loan, is less than 25% of the
initial principal balance of
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the General Motors Building B Loan, as reduced by any payments of principal
(whether as scheduled amortization, principal prepayments or otherwise allocated
to the General Motors Building B Loan) or (ii) if the Class GMB Directing
Certificateholder is an affiliate of the related borrower.
CONSULTATION AND CONSENT. Unless a General Motors Building Control
Appraisal Event has occurred and is continuing: (i) the COMM 2005-LP5 Servicer
or the COMM 2005-LP5 Special Servicer, as the case may be, will be required to
consult with the Class GMB Directing Certificateholder upon the occurrence of
any event of default for the General Motors Building Whole Loan under the
related Mortgage Loan Documents, to consider alternative actions recommended by
the Class GMB Directing Certificateholder and to consult with the Class GMB
Directing Certificateholder with respect to certain determinations made by the
COMM 2005-LP5 Special Servicer pursuant to the COMM 2005-LP5 Pooling and
Servicing Agreement, (ii) at any time (whether or not an event of default for
such Whole Loan under the related Mortgage Loan Documents has occurred) the COMM
2005-LP5 Servicer and the COMM 2005-LP5 Special Servicer will be required to
consult with the Class GMB Directing Certificateholder (1) with respect to
proposals to take any significant action with respect to the General Motors
Building Whole Loan and the related Mortgaged Property and to consider
alternative actions recommended by the Class GMB Directing Certificateholder and
(2) to the extent that the related Mortgage Loan Documents grant the lender the
right to approve budgets for the related Mortgaged Property, prior to approving
any such budget and (iii) prior to taking any of the following actions with
respect to the General Motors Building Whole Loan, the COMM 2005-LP5 Servicer
and the COMM 2005-LP5 Special Servicer will be required to notify in writing the
Class GMB Directing Certificateholder of any proposal to take any of such
actions (and to provide the Class GMB Directing Certificateholder with such
information reasonably requested as may be necessary in the reasonable judgment
of the Class GMB Directing Certificateholder in order to make a judgment, the
expense of providing such information to be an expense of the requesting party)
and to receive the written approval of the Class GMB Directing Certificateholder
(which approval may be withheld in its sole discretion and will be deemed given
if notice of approval or disapproval is not delivered within ten business days
of delivery to the Class GMB Directing Certificateholder of written notice of
the applicable action, together with information reasonably requested by the
Class GMB Directing Certificateholder) with respect to:
o any modification or amendment of, or waiver with respect to, the
General Motors Building Whole Loan or the Mortgage Loan Documents that
would result in the extension of the applicable maturity date, a
reduction in the applicable mortgage rate borne thereby or the monthly
payment, or any prepayment premium, exit fee or yield maintenance
charge payable thereon or a deferral or forgiveness of interest on or
principal of the General Motors Building Whole Loan, modification or
waiver of any other monetary term of the General Motors Building Whole
Loan relating to the timing or amount of any payment of principal and
interest (other than default interest) or a modification or waiver of
any provision of the General Motors Building Whole Loan that restricts
the borrower from incurring additional indebtedness or from
transferring the related Mortgaged Property or any transfer of direct
or indirect equity interests in the borrower;
o any modification or amendment of, or waiver with respect to the related
Mortgage Loan Documents that would result in a discounted pay-off;
o any foreclosure upon or comparable conversion (which may include
acquisitions of an REO property) of the ownership of the related
Mortgaged Property securing such specially serviced mortgage loan or
any acquisition of the related Mortgaged Property by deed in lieu of
foreclosure;
o any proposed or actual sale of the related Mortgaged Property, the
related REO property or mortgage loan (other than in connection with
the exercise of the fair value purchase option or the purchase option
described below under "--Purchase Option," the termination of the Trust
or the purchase by a Mortgage Loan Seller of a Mortgage Loan in
connection with a breach of a representation or a warranty or a
document defect);
o any release of the related borrower, any guarantor or other obligor
from liability;
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o any determination not to enforce a "due-on-sale" or
"due-on-encumbrance" clause (unless such clause is not exercisable
under applicable law or such exercise is reasonably likely to result in
successful legal action by the related borrower);
o any action to bring the related Mortgaged Property or related REO
property into compliance with applicable environmental laws or to
otherwise address hazardous materials located at the Mortgaged Property
or REO property;
o any substitution or release of collateral or acceptance of additional
collateral for such Whole Loan including the release of additional
collateral for such Whole Loan unless required by the underlying
Mortgage Loan Documents (other than any release made in connection with
the grant of a non-material easement or right-of-way or other
non-material release such as a "curb-cut");
o any adoption or approval of a plan in a bankruptcy of the related
borrower;
o consenting to the modification, execution, termination or renewal of
any lease, or entering into a new lease, in each case, to the extent
the lender's approval is required under the related Mortgage Loan
Documents;
o any renewal or replacement of the then-existing insurance policies (to
the extent the lender's approval is required under the related Mortgage
Loan Documents) or any waiver, modification or amendment of any
insurance requirements under the related Mortgage Loan Documents; and
o any consent, waiver or approval with respect to any change in the
property manager at the related Mortgaged Property.
Such rights will terminate and will be exercised by the holders of the
General Motors Building Senior Loans (as described above) at any time that a
General Motors Building Control Appraisal Event has occurred and is continuing.
Notwithstanding any direction to, or approval or disapproval of, or right
to give direction to or to approve or disapprove an action of, the COMM 2005-LP5
Special Servicer or the COMM 2005-LP5 Servicer by the Class GMB Directing
Certificateholder or noteholders then holding a majority of the outstanding
principal balance of the General Motors Building Senior Loans, as applicable, in
no event will the COMM 2005-LP5 Special Servicer or the COMM 2005-LP5 Servicer
be required to take any action or refrain from taking any action that would
violate any law of any applicable jurisdiction, be inconsistent with the related
servicing standard, violate any REMIC provisions of the Code or violate any
other provisions of the COMM 2005-LP5 Pooling and Servicing Agreement or the
related Mortgage Loan Documents.
Notwithstanding anything herein to the contrary, the Controlling Class
Representative and the holders of the General Motors Building Pari Passu Loans
(or their designees) will have the right to consult with the COMM 2005-LP5
Servicer and the COMM 2005-LP5 Special Servicer, at any time, regarding the
General Motors Building Whole Loan.
CURE RIGHTS. In the event that the borrower fails to make any payment of
principal or interest on the General Motors Building Loan, resulting in a
monetary event of default, or a material non-monetary event of default exists
that is capable of being cured within thirty days, the holder of the General
Motors Building B Loan (in accordance with the related intercreditor agreement)
will have the right to cure such event of default (each such cure, a "GENERAL
MOTORS BUILDING CURE EVENT") subject to certain limitations set forth in the
related intercreditor agreement; PROVIDED that the right of the holder of the
General Motors Building B Loan to effect a General Motors Building Cure Event is
subject to the limitation that there be no more than three consecutive General
Motors Building Cure Events and, no more than an aggregate of three General
Motors Building Cure Events in any twelve calendar month period and no more than
nine General Motors Building Cure Events during the term of the General Motors
Building Whole Loan. So long as the holder of the General Motors Building B Loan
is exercising its cure right, neither the COMM 2005-LP5 Servicer nor the COMM
2005-LP5 Special Servicer will be permitted to:
o accelerate the General Motors Building Whole Loan,
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o reat such event of default as such for purposes of transferring the
General Motors Building Whole Loan to special servicing, or
o commence foreclosure proceedings.
Pursuant to the COMM 2005-LP5 Pooling and Servicing Agreement, such rights
may be exercised on behalf of the holder of the General Motors Building B Loan
by any one or more holders of Class GMB Certificates. If holders from more than
one Class of Class GMB Certificates exercise cure rights, the COMM 2005-LP5
Servicer or COMM 2005-LP5 Special Servicer, as applicable, is required to accept
cure payments from the most subordinate class of Class GMB Certificates
exercising cure rights, and return any cure payments made by a more senior class
of Class GMB Certificates.
No Class GMB Certificateholder will be permitted to exercise any cure
rights if it is an affiliate of the related borrower.
PURCHASE OPTION. So long as no General Motors Building Control Appraisal
Event exists, the Class GMB Directing Certificateholder has the option of
purchasing the General Motors Building Loan from the trust, together with the
General Motors Building Pari Passu Loans, at any time after the General Motors
Building Whole Loan becomes a specially serviced loan under the terms of the
COMM 2005-LP5 Pooling and Servicing Agreement as a result of an event that
constitutes an event of default under the General Motors Building Whole Loan,
PROVIDED that no foreclosure sale, sale by power of sale or delivery of a deed
in lieu of foreclosure with respect to any related Mortgaged Property has
occurred and that the General Motors Building Whole Loan has not become a
corrected mortgage loan under the terms of the COMM 2005-LP5 Pooling and
Servicing Agreement.
The purchase price required to be paid by the Class GMB Directing
Certificateholder will generally equal the aggregate outstanding principal
balance of the General Motors Building Senior Loans, together with accrued and
unpaid interest thereon (excluding default interest), any unreimbursed advances,
together with unreimbursed interest thereon, relating to the General Motors
Building Whole Loan, and, if such purchase price is being paid more than 90 days
after the event giving rise to the Class GMB Directing Certificateholder's
purchase, a 1% liquidation fee (which will be paid to the COMM 2005-LP5 Special
Servicer).
SALE OF DEFAULTED MORTGAGE LOAN. Under the COMM 2005-LP5 Pooling and
Servicing Agreement, if the General Motors Building Loan that was deposited into
the related securitization is subject to a fair value purchase option, the COMM
2005-LP5 Special Servicer will be required to determine the purchase price for
the other General Motors Building Senior Loans. The Controlling Class
Representative will have an option to purchase the General Motors Building Loan
and each holder of a General Motors Building Pari Passu Loan (or its designees)
will have an option to purchase its respective General Motors Building Pari
Passu Loan, at the purchase price determined by the COMM 2005-LP5 Special
Servicer under the COMM 2005-LP5 Pooling and Servicing Agreement. In addition,
the Class GMB Directing Certificateholder will have the option to purchase the
General Motors Building B Loan at the purchase price determined by the COMM
2005-LP5 Special Servicer under the COMM 2005-LP5 Pooling and Servicing
Agreement.
TERMINATION OF THE COMM 2005-LP5 SERVICER. Prior to the occurrence of a
General Motors Building Control Appraisal Event, if an event of default under
the COMM 2005-LP5 Pooling and Servicing Agreement occurs with respect to the
COMM 2005-LP5 Servicer that affects any holder of a certificate represented by a
General Motors Building B Loan or a holder of the General Motors Building Pari
Passu Loan that is not held by the trust related to the COMM 2005-LP5 Pooling
and Servicing Agreement or any class of securities backed thereby or the
Certificateholders, and the COMM 2005-LP5 Servicer is not otherwise terminated,
then, the Class GMB Directing Certificateholder or any holder of a General
Motors Building Pari Passu Loan or the Controlling Class Representative shall be
entitled to direct the COMM 2005-LP5 Trustee to appoint a sub-servicer solely
with respect to the Whole Loan or, if such Whole Loan is currently being
sub-serviced, to replace, the then-current sub-servicer with a new sub-servicer,
but only if the then-current sub-servicer is in default under the related
sub-servicing agreement) with respect to such Whole Loan. The sub-servicer shall
be selected by the holders of a majority of the outstanding principal balance of
the General Motors Building Whole Loan; PROVIDED, that, if a majority of such
holders (or their respective designees) fail to agree on such sub-servicer
within 45 days, such appointment (or
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replacement) will be at the direction of the majority certificateholder of the
controlling class under the COMM 2005-LP5 Pooling and Servicing Agreement,
PROVIDED, FURTHER, that if a General Motors Building Control Appraisal Event
exists, then the Class GMB Directing Certificateholder will not have the right
to terminate the COMM 2005-LP5 Servicer as specified above.
TERMINATION OF COMM 2005-LP5 SPECIAL SERVICER. So long as no General Motors
Building Control Appraisal Event exists, the Class GMB Directing
Certificateholder is permitted to terminate, at its expense, the COMM 2005-LP5
Special Servicer for the General Motors Building Whole Loan at any time with or
without cause, and to appoint a replacement special servicer for the General
Motors Building Whole Loan, subject to satisfaction of the conditions contained
in the COMM 2005-LP5 Pooling and Servicing Agreement. If a General Motors
Building Control Appraisal Event exists, or if the Class GMB Directing
Certificateholder is an affiliate of the related borrower, the holders of the
General Motors Building Senior Loans (or their designees) then holding a
majority of the outstanding principal balance of the General Motors Building
Senior Loans will be entitled to exercise this right and if such holders are not
able to agree on such appointment and removal within 45 days after receipt of
notice, then the majority certificateholder of the controlling class under the
COMM 2005-LP5 Pooling and Servicing Agreement will be entitled to appoint a
replacement special servicer. Any successor special servicer will be required to
have the rating specified in the related intercreditor agreement and such
appointment will be subject to receipt of a "no downgrade" letter from the
rating agencies.
THE LOEWS UNIVERSAL HOTEL PORTFOLIO LOAN
With respect to the Mortgage Loan known as the "Loews Universal Hotel
Portfolio" loan (the "LOEWS UNIVERSAL HOTEL PORTFOLIO LOAN"), representing
approximately 2.84% of the Initial Outstanding Pool Balance, 3.67% of the
Initial Loan Group 1 Balance, and with a Cut-off Date Balance of $65,000,000,
the related Mortgaged Property also secures six other mortgage loans (the "LOEWS
UNIVERSAL HOTEL PORTFOLIO COMPANION LOANS"). Four of the Loews Universal Hotel
Portfolio Companion Loans (the "LOEWS UNIVERSAL HOTEL PORTFOLIO PARI PASSU
LOANS" and, together with the Loews Universal Hotel Portfolio Loan, the "LOEWS
UNIVERSAL HOTEL PORTFOLIO SENIOR LOANS") are pari passu in right of payment with
the Loews Universal Hotel Portfolio Loan and have Cut-off Date Balances of
$100,000,000, $100,000,000, $80,000,000 and $55,000,000, respectively. The other
Loews Universal Hotel Portfolio Companion Loans are subordinate in right of
payment to the Loews Universal Hotel Portfolio Senior Loans (collective, the
"LOEWS UNIVERSAL HOTEL PORTFOLIO B LOANS" and together with the Loews Universal
Hotel Portfolio Senior Loans, the "LOEWS UNIVERSAL HOTEL PORTFOLIO WHOLE LOAN")
and have an aggregate Cut-off Date Balance of $50,000,000. The Loews Universal
Hotel Portfolio Senior Loans have the same interest rate and maturity date. The
Loews Universal Hotel Portfolio B Loans have the same maturity date as the Loews
Universal Hotel Portfolio Senior Loans, but an interest rate of 5.580% per
annum. The Loews Universal Hotel Portfolio Whole Loan is an interest-only loan.
Only the Loews Universal Hotel Portfolio Loan is included in the trust. The
Loews Universal Hotel Portfolio Companion Loans are not assets of the trust.
It is anticipated that the Loews Universal Hotel Portfolio Pari Passu Loan
with an outstanding principal balance as of the cut off date of $100,000,000 and
the Loews Universal Hotel Portfolio B Loans will be deposited into the trust
that issued the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series
2005-CIBC12 Commercial Mortgage Pass Through Certificates. The Loews Universal
Hotel Portfolio Pari Passu Loan with an outstanding principal balance as of the
cut off date of $100,000,000 is owned by JPMorgan Chase Bank, N.A.
The Loews Universal Hotel Portfolio Pari Passu Loans with an outstanding
principal balance as of the cut off date of $80,000,000 and $55,000,000 are
owned by GACC, one of the Mortgage Loan Sellers.
The related intercreditor agreement also permits GACC and JPMorgan Chase
Bank, N.A. or an affiliate thereof, so long as it is the holder of a Loews
Universal Hotel Portfolio Pari Passu Loan, to sell such loan at any time or to
divide such retained mortgage loan into one or more "component" PARI PASSU notes
in the aggregate principal amount equal to the then outstanding mortgage loan
being allocated,
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provided, that the aggregate principal balance of the new pari passu mortgage
loans following such amendments is no greater than the aggregate principal
balance of the applicable Loews Universal Hotel Portfolio Pari Passu Loan prior
to such amendments.
For the purpose of the information presented in this prospectus supplement
with respect to the Loews Universal Hotel Portfolio Loan, unless otherwise
indicated, the debt service coverage ratio and loan-to-value ratio reflect the
aggregate indebtedness evidenced by the Loews Universal Hotel Portfolio Senior
Loans, but excludes the Loews Universal Hotel Portfolio B Loans.
GENERAL. The Loews Universal Hotel Portfolio Whole Loan will be serviced
pursuant to the terms of the pooling and servicing agreement governing the J.P.
Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 Commercial
Mortgage Pass Through Certificates (the "SERIES 2005-CIBC12 POOLING AND
SERVICING AGREEMENT") for which GMAC Commercial Mortgage Corporation is the
initial master servicer (in such capacity and any successor thereto, the "SERIES
2005-CIBC12 SERVICER"), and J.E. Robert Company, Inc. is the initial special
servicer (in such capacity and any successor thereto, the "SERIES 2005-CIBC12
SPECIAL SERVICER") (and all decisions, consents, waivers, approvals and other
actions on the part of any holder of the Loews Universal Hotel Portfolio Whole
Loan will be effected in accordance with the Series 2005-CIBC12 Pooling and
Servicing Agreement). However, the GMACCM Servicer or the Trustee, as
applicable, will be obligated to make any required P&I Advances on the Loews
Universal Hotel Portfolio Loan unless the GMACCM Servicer, the Special Servicer
or the Trustee, as applicable, determines that such an advance would not be
recoverable from collections on the Loews Universal Hotel Portfolio Loan.
DISTRIBUTIONS. The holders of the Loews Universal Hotel Portfolio Senior
Loans and the Loews Universal Hotel Portfolio B Loans have entered into an
intercreditor agreement that sets forth the respective rights of each of the
holders of the Loews Universal Hotel Portfolio Whole Loan and provides, in
general, that:
o if no monetary event of default or other material non-monetary event of
default that results in a transfer of the Loews Universal Hotel
Portfolio Whole Loan to special servicing has occurred and is
continuing (or if a monetary event of default or other material
non-monetary event of default has occurred and is continuing, the
holder of the Loews Universal Hotel Portfolio B Loans has cured such
monetary event of default or, in the case of a material non-monetary
event of default has either cured such event of default or is
diligently pursuing the cure thereof, in accordance with the terms of
the related intercreditor agreement and the Series 2005-CIBC12 Pooling
and Servicing Agreement), the payments and proceeds received with
respect to the Loews Universal Hotel Portfolio Whole Loan will
generally be applied in the following manner, in each case to the
extent of available funds: (i) each holder of the Loews Universal Hotel
Portfolio Senior Loans will receive accrued and unpaid interest on its
outstanding principal at its interest rate, PRO RATA; (ii) each holder
of the Loews Universal Hotel Portfolio B Loans will receive accrued and
unpaid interest on its outstanding principal at its interest rate, PRO
RATA; (iii) each holder of the Loews Universal Hotel Portfolio Senior
Loans will receive scheduled or unscheduled principal payments in
respect of the Loews Universal Hotel Portfolio Whole Loan, PRO RATA, up
to its allocable share (based on the aggregate unpaid principal
balances of the Loews Universal Hotel Portfolio Senior Loans and the
Loews Universal Hotel Portfolio B Loans); (iv) each holder of the Loews
Universal Hotel Portfolio B Loans will receive scheduled or unscheduled
principal payments in respect of the Loews Universal Hotel Portfolio
Whole Loan, PRO RATA, up to its allocable share (based on the aggregate
unpaid principal balances of the Loews Universal Hotel Portfolio Senior
Loans and the Loews Universal Hotel Portfolio B Loans); (v) to repay
the Class UHP Directing Certificateholder (prior to the occurrence of
any Loews Universal Hotel Portfolio Control Appraisal Event) any cure
payments made by it pursuant to the Loews Universal Hotel Portfolio
Intercreditor Agreement; (vi) any prepayment premium allocable to the
Loews Universal Hotel Portfolio Senior Loans to each holder of the
Loews Universal Hotel Portfolio Senior Loans, PRO RATA, up to its
allocable share (based on the aggregate unpaid principal balances of
the Loews Universal Hotel Portfolio Senior Loans and the Loews
Universal Hotel Portfolio B Loans) and any prepayment premium allocable
to the Loews Universal Hotel Portfolio B Loans
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to each holder of the Loews Universal Hotel Portfolio B Loans, PRO
RATA, up to its allocable share (based on the aggregate unpaid
principal balances of the Loews Universal Hotel Portfolio Senior Loans
and the Loews Universal Hotel Portfolio B Loans); and (vii) any
remaining amount to be allocated among the Loews Universal Hotel
Portfolio Senior Loans and the Loews Universal Hotel Portfolio B Loans,
PRO RATA.
o if a monetary event of default or other material non-monetary event of
default has occurred and is continuing (and has not been cured by the
holder of the Loews Universal Hotel Portfolio B Loans exercising its
cure rights in accordance with the terms of the related intercreditor
agreement and the Series 2005-CIBC12 Pooling and Servicing Agreement)
after payment of all amounts then payable or reimbursable under the
Series 2005-CIBC12 Pooling and Servicing Agreement (including
reimbursements of advances on the Loews Universal Hotel Portfolio Whole
Loan), payments and proceeds received with respect to the Loews
Universal Hotel Portfolio Whole Loan will generally be applied in the
following manner, in each case to the extent of available funds: (i)
each holder of the Loews Universal Hotel Portfolio Senior Loans will
receive accrued and unpaid interest on its outstanding principal at its
interest rate, PRO RATA; (ii) each holder of the Loews Universal Hotel
Portfolio Senior Loans will receive principal collected in respect of
the related note, PRO RATA (to the extent actually collected, after
allocating collections on the Loews Universal Hotel Portfolio Whole
Loan to interest on such Whole Loan in accordance with the terms of the
Mortgage Loan Documents and the Series 2005-CIBC12 Pooling and
Servicing Agreement), until the principal balance of each such loan has
been paid in full; (iii) each holder of the Loews Universal Hotel
Portfolio B Loans will receive accrued and unpaid interest on its
outstanding principal at its interest rate, PRO RATA; (iv) each holder
of the Loews Universal Hotel Portfolio Senior Loans will receive, PRO
RATA, based on the principal balance of each such note an amount up to
its principal balance, until the principal balance has been paid in
full; (v) each holder of the Loews Universal Hotel Portfolio B Loans
will receive, PRO RATA, based on the principal balance of each such
note an amount up to its principal balance, until the principal balance
has been paid in full; (vi) to repay the Class UHP Directing
Certificateholder (prior to the occurrence of any Loews Universal Hotel
Portfolio Control Appraisal Event) any cure payments made by it
pursuant to the Loews Universal Hotel Portfolio Intercreditor
Agreement; (vii) any prepayment premium allocable to the Loews
Universal Hotel Portfolio Senior Loans to each holder of the Loews
Universal Hotel Portfolio Senior Loans, PRO RATA, and any prepayment
premium allocable to the Loews Universal Hotel Portfolio B Loan to each
holder of the Loews Universal Hotel Portfolio B Loans, PRO RATA; (viii)
any default interest in excess of the interest paid in accordance with
clause (i) and clause (iii) above will be paid first to each holder of
the Loews Universal Hotel Portfolio Senior Loans, PRO RATA, and then to
each holder of the Loews Universal Hotel Portfolio B Loans, PRO RATA;
(ix) any late payment charges will be paid first to each holder of the
Loews Universal Hotel Portfolio Senior Loans, PRO rata, and then to
each holder of the Loews Universal Hotel Portfolio B Loans, PRO RATA;
and (x) if any excess amount is paid by the borrower that is not
otherwise applied in accordance with clauses (i) through (ix) above,
such amount will be paid to each holder of the Loews Universal Hotel
Portfolio Senior Loans and Loews Universal Hotel Portfolio B Loan, PRO
RATA.
o the Loews Universal Hotel Portfolio Senior Loans are of equal
priority with each other and no portion of any of them will have
priority or preference over the other; and
o all payments, proceeds and other recoveries on or in respect of the
Loews Universal Hotel Portfolio Senior Loans will be applied to the
Loews Universal Hotel Portfolio Senior Loans on a pari passu basis
according to their respective outstanding principal balances
(subject, in each case, to the payment and reimbursement rights of
the Series 2005-CIBC12 Servicer, the Series 2005-CIBC12 Special
Servicer and the related trustee, and any other service providers
with respect to the Loews Universal Hotel Portfolio Senior Loans, in
accordance with the terms of the Series 2005-CIBC12 Pooling and
Servicing Agreement).
RIGHTS OF THE CLASS UHP DIRECTING CERTIFICATEHOLDER AND THE HOLDERS OF THE LOEWS
UNIVERSAL HOTEL PORTFOLIO SENIOR LOANS.
CLASS UHP CERTIFICATES. The "Class UHP Certificates" is comprised of the
Class of Certificates issued under Series 2005-CIBC12 Pooling and Servicing
Agreement. This Class is backed by the Loews
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Universal B Loans. The Class UHP Directing Certificateholder will be entitled to
exercise the rights and powers granted to the holder of the Loews Universal
Hotel Portfolio B Loans under the Series 2005-CIBC12 Pooling and Servicing
Agreement and the related intercreditor agreement, as described below under
"--Consultation and Consent"; provided, that in no event will such rights and
powers be exercised by the Class UHP Directing Certificateholder at any time it
is an affiliate of the related borrower.
The "CLASS UHP DIRECTING CERTIFICATEHOLDER" means the Majority Note B
Holder Designee, as designated by the Majority Note B Holders.
The "CLASS UHP CERTIFICATES" means the designated classes of certificates
issued under the Series 2005-CIBC12 Pooling and Servicing Agreement backed by
the Loews Universal Hotel Portfolio B Loans.
Following the occurrence and during the continuance of a Loews Universal
Hotel Portfolio Control Appraisal Event, the Class UHP Directing
Certificateholder will not be entitled to exercise any of these rights, and any
decision to be made with respect to the Loews Universal Hotel Portfolio Whole
Loan that requires the approval of the majority certificateholder of the
controlling class under the Series 2005-CIBC12 Pooling and Servicing Agreement
or otherwise requires approval under the related intercreditor agreement will
require the approval of the holders of the Loews Universal Hotel Portfolio
Senior Loans (or their designees) then holding a majority of the outstanding
principal balance of the Loews Universal Hotel Portfolio Senior Loans. If the
holders of the Loews Universal Hotel Portfolio Senior Loans (or their designees)
then holding a majority of the outstanding principal balance of the Loews
Universal Hotel Portfolio Senior Loans are not able to agree on a course of
action that satisfies the servicing standard set forth in the Series 2005-CIBC12
Pooling and Servicing Agreement within 45 days after receipt of a request for
consent to any action by the Series 2005-CIBC12 Servicer or the Series
2005-CIBC12 Special Servicer, as applicable, the majority certificateholder of
the controlling class under the Series 2005-CIBC12 Pooling and Servicing
Agreement will be entitled to direct the Series 2005-CIBC12 Servicer or the
Series 2005-CIBC12 Special Servicer, as applicable, on a course of action to
follow that satisfies the requirements set forth in the Series 2005-CIBC12
Pooling and Servicing Agreement (including that such action does not violate the
related servicing standard, any applicable REMIC provisions or another provision
of the Series 2005-CIBC12 Pooling and Servicing Agreement or the Loews Universal
Hotel Portfolio Whole Loan), and the Series 2005-CIBC12 Servicer or the Series
2005-CIBC12 Special Servicer, as applicable, will be required to implement the
course of action in accordance with the related servicing standard and the REMIC
provisions.
In the event that the Series 2005-CIBC12 Special Servicer determines that
immediate action is necessary to protect the interests of the holders of the
Loews Universal Hotel Portfolio Whole Loan (as a collective whole), the Series
2005-CIBC12 Special Servicer may take any such action without waiting for the
instruction of the holders of Loews Universal Hotel Portfolio Senior Loans.
A "LOEWS UNIVERSAL HOTEL PORTFOLIO CONTROL APPRAISAL EVENT" will be deemed
to have occurred and be continuing if (i) the initial principal balance of the
Loews Universal Hotel Portfolio B Loans, as reduced by any payments of principal
(whether as scheduled amortization, principal prepayments or otherwise)
allocated to the Loews Universal Hotel Portfolio B Loans and any appraisal
reduction amounts and realized losses allocated to the Loews Universal Hotel
Portfolio B Loans, is less than 25% of the initial principal balance of the
Loews Universal Hotel Portfolio B Loans, as reduced by any payments of principal
(whether as scheduled amortization, principal prepayments or otherwise allocated
to the Loews Universal Hotel Portfolio B Loans) or (ii) if the Class UHP
Directing Certificateholder is an affiliate of the related borrower.
CONSULTATION AND CONSENT. Unless a Loews Universal Hotel Portfolio Control
Appraisal Event has occurred and is continuing: (i) the Series 2005-CIBC12
Servicer or the Series 2005-CIBC12 Special Servicer, as the case may be, will be
required to consult with the Class UHP Directing Certificateholder upon the
occurrence of any event of default for the Loews Universal Hotel Portfolio Whole
Loan under the related Mortgage Loan Documents, to consider alternative actions
recommended by the Class UHP Directing Certificateholder and to consult with the
Class UHP Directing Certificateholder with respect to certain determinations
made by the Series 2005-CIBC12 Special Servicer pursuant to the Series
2005-CIBC12
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Pooling and Servicing Agreement, (ii) at any time (whether or not an event of
default for such Whole Loan under the related Mortgage Loan Documents has
occurred) the Series 2005-CIBC12 Servicer and the Series 2005-CIBC12 Special
Servicer will be required to consult with the Class UHP Directing
Certificateholder (1) with respect to proposals to take any significant action
with respect to the Loews Universal Hotel Portfolio Whole Loan and the related
Mortgaged Property and to consider alternative actions recommended by the Class
UHP Directing Certificateholder and (2) to the extent that the related Mortgage
Loan Documents grant the lender the right to approve budgets for the related
Mortgaged Property, prior to approving any such budget and (iii) prior to taking
any of the following actions with respect to the Loews Universal Hotel Portfolio
Whole Loan, the Series 2005-CIBC12 Servicer and the Series 2005-CIBC12 Special
Servicer will be required to notify in writing the Class UHP Directing
Certificateholder of any proposal to take any of such actions (and to provide
the Class UHP Directing Certificateholder with such information reasonably
requested as may be necessary in the reasonable judgment of the Class UHP
Directing Certificateholder in order to make a judgment, the expense of
providing such information to be an expense of the requesting party) and to
receive the written approval of the Class UHP Directing Certificateholder (which
approval may be withheld in its sole discretion and will be deemed given if
notice of approval or disapproval is not delivered within ten business days of
delivery to the Class UHP Directing Certificateholder of written notice of the
applicable action, together with information reasonably requested by the Class
UHP Directing Certificateholder) with respect to:
o any modification or amendment of, or waiver with respect to, the Loews
Universal Hotel Portfolio Whole Loan or the Mortgage Loan Documents
that would result in the extension of the applicable maturity date, a
reduction in the applicable mortgage rate borne thereby or the monthly
payment, or any prepayment premium, exit fee or yield maintenance
charge payable thereon or a deferral or forgiveness of interest on or
principal of the Loews Universal Hotel Portfolio Whole Loan,
modification or waiver of any other monetary term of the Loews
Universal Hotel Portfolio Whole Loan relating to the timing or amount
of any payment of principal and interest (other than default interest)
or a modification or waiver of any provisions of the Loews Universal
Hotel Portfolio Whole Loan that restricts the borrower from incurring
additional indebtedness or from transferring the related Mortgaged
Property or any transfer of direct or indirect equity interests in the
borrower;
o any modification or amendment of, or waiver with respect to the related
Mortgage Loan Documents that would result in a discounted pay-off;
o any foreclosure upon or comparable conversion (which may include
acquisitions of an REO property) of the ownership of the related
Mortgaged Property securing such specially serviced mortgage loan or
any acquisition of the related Mortgaged Property by deed in lieu of
foreclosure;
o any proposed or actual sale of the related Mortgaged Property, the
related REO property or mortgage loan (other than in connection with
the exercise of the fair value purchase option or the purchase option
described below under "--Purchase Option," the termination of the Trust
or the purchase by a Mortgage Loan Seller of a Mortgage Loan in
connection with a breach of a representation or a warranty or a
document defect);
o any release of the related borrower, any guarantor or other obligor
from liability;
o any determination not to enforce a "due-on-sale" or
"due-on-encumbrance" clause (unless such clause is not exercisable
under applicable law or such exercise is reasonably likely to result in
successful legal action by the related borrower);
o any action to bring the related Mortgaged Property or related REO
property into compliance with applicable environmental laws or to
otherwise address hazardous materials located at the Mortgaged Property
or REO property;
o any substitution or release of collateral or acceptance of additional
collateral for such Whole Loan including the release of additional
collateral for such Whole Loan unless required by the underlying
Mortgage Loan Documents (other than any release made in connection with
the
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grant of a non-material easement or right-of-way or other non-material
release such as a "curb-cut");
o any adoption or approval of a plan in a bankruptcy of the related
borrower;
o consenting to the modification, execution, termination or renewal of
any lease, or entering into a new lease, in each case, to the extent
the lender's approval is required under the related Mortgage Loan
Documents;
o any renewal or replacement of the then-existing insurance policies (to
the extent the lender's approval is required under the related Mortgage
Loan Documents) or any waiver, modification or amendment of any
insurance requirements under the related Mortgage Loan Documents; and
o any consent, waiver or approval with respect to any change in the
property manager at the related Mortgaged Property.
Such rights will terminate and will be exercised by the holders of the
Loews Universal Hotel Portfolio Senior Loans (as described above) at any time
that a Loews Universal Hotel Portfolio Control Appraisal Event has occurred and
is continuing.
Notwithstanding any direction to, or approval or disapproval of, or right
to give direction to or to approve or disapprove an action of, the Series
2005-CIBC12 Special Servicer or the Series 2005-CIBC12 Servicer by the Class UHP
Directing Certificateholder or noteholders then holding a majority of the
outstanding principal balance of the Loews Universal Hotel Portfolio Senior
Loans, as applicable, in no event will the Series 2005-CIBC12 Special Servicer
or the Series 2005-CIBC12 Servicer be required to take any action or refrain
from taking any action that would violate any law of any applicable
jurisdiction, be inconsistent with the related servicing standard, violate any
REMIC provisions of the Code or violate any other provisions of the Series
2005-CIBC12 Pooling and Servicing Agreement or the related Mortgage Loan
Documents.
Notwithstanding anything herein to the contrary, the Controlling Class
Representative and the holders of the Loews Universal Hotel Portfolio Pari Passu
Loans (or their designees) will have the right to consult with the Series
2005-CIBC12 Servicer and the Series 2005-CIBC12 Special Servicer, at any time,
regarding the Loews Universal Hotel Portfolio Whole Loan.
CURE RIGHTS. In the event that the borrower fails to make any payment of
principal or interest on the Loews Universal Hotel Portfolio Loan, resulting in
a monetary event of default, or a material non-monetary event of default exists
that is capable of being cured within thirty days, the party designated by the
majority holder of the Loews Universal Hotel Portfolio B Loans (in accordance
with the related intercreditor agreement) will have the right to cure such event
of default (each such cure, a "LOEWS UNIVERSAL HOTEL PORTFOLIO CURE EVENT")
subject to certain limitations set forth in the related intercreditor agreement;
provided that the right of the holder of the Loews Universal Hotel Portfolio B
Loans to effect a Loews Universal Hotel Portfolio Cure Event is subject to the
limitation that there be no more than three consecutive Loews Universal Hotel
Portfolio Cure Events and, no more than an aggregate of three Loews Universal
Hotel Portfolio Cure Events in any twelve calendar month period and no more than
nine Loews Universal Hotel Portfolio Cure Events during the term of the Loews
Universal Hotel Portfolio Whole Loan. So long as the holder of the Loews
Universal Hotel Portfolio B Loans is exercising its cure right, neither the
Series 2005-CIBC12 Servicer nor the Series 2005-CIBC12 Special Servicer will be
permitted to:
o accelerate the Loews Universal Hotel Portfolio Whole Loan,
o treat such event of default as such for purposes of transferring the
Loews Universal Hotel Portfolio Whole Loan to special servicing, or
o commence foreclosure proceedings.
The party designated by the majority holder of the Loews Universal Hotel
Portfolio B Loans will not be permitted to exercise any cure rights if the
majority holder of the Loews Universal Hotel Portfolio B Loans is an affiliate
of the related borrower.
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PURCHASE OPTION. So long as no Loews Universal Hotel Portfolio Control
Appraisal Event exists, the Class UHP Directing Certificateholder has the option
of purchasing the Loews Universal Hotel Portfolio Loan from the trust, together
with the Loews Universal Hotel Portfolio Pari Passu Loans, at any time after the
Loews Universal Hotel Portfolio Whole Loan becomes a specially serviced loan
under the terms of the Series 2005-CIBC12 Pooling and Servicing Agreement as a
result of an event that constitutes an event of default under the Loews
Universal Hotel Portfolio Whole Loan, PROVIDED that no foreclosure sale, sale by
power of sale or delivery of a deed in lieu of foreclosure with respect to any
related Mortgaged Property has occurred and that the Loews Universal Hotel
Portfolio Whole Loan has not become a corrected mortgage loan under the terms of
the Series 2005-CIBC12 Pooling and Servicing Agreement.
The purchase price required to be paid by the Class UHP Directing
Certificateholder will generally equal the aggregate outstanding principal
balance of the Loews Universal Hotel Portfolio Senior Loans, together with
accrued and unpaid interest thereon (excluding default interest), any
unreimbursed advances, together with unreimbursed interest thereon, relating to
the Loews Universal Hotel Portfolio Whole Loan, and, if such purchase price is
being paid more than 90 days after the event giving rise to the Class UHP
Directing Certificateholder's purchase, a 1% liquidation fee (which will be paid
to the Series 2005-CIBC12 Special Servicer).
SALE OF DEFAULTED MORTGAGE LOAN. Under the Series 2005-CIBC12 Pooling and
Servicing Agreement, if the Loews Universal Hotel Portfolio Loan that was
deposited into the related securitization is subject to a fair value purchase
option, the Series 2005-CIBC12 Special Servicer will be required to determine
the purchase price for the other Loews Universal Hotel Portfolio Senior Loans.
The Controlling Class Representative will have an option to purchase the Loews
Universal Hotel Portfolio Loan and each holder of a Loews Universal Hotel
Portfolio Pari Passu Loan (or its designees) will have an option to purchase its
respective Loews Universal Hotel Portfolio Pari Passu Loan, at the purchase
price determined by the Series 2005-CIBC12 Special Servicer under the Series
2005-CIBC12 Pooling and Servicing Agreement.
TERMINATION OF THE SERIES 2005-CIBC12 SERVICER. Prior to the occurrence of
a Loews Universal Hotel Portfolio Control Appraisal Event, if an event of
default under the Series 2005-CIBC12 Pooling and Servicing Agreement occurs with
respect to the Series 2005-CIBC12 Servicer that affects any holder of a
certificate represented by a Loews Universal Hotel Portfolio B Loan or a holder
of the Loews Universal Hotel Portfolio Pari Passu Loan that is not held by the
trust related to the Series 2005-CIBC12 Pooling and Servicing Agreement or any
class of securities backed thereby or the Certificateholders, and the Series
2005-CIBC12 Servicer is not otherwise terminated, then, the Class UHP Directing
Certificateholder or any holder of a Loews Universal Hotel Portfolio Pari Passu
Loan or the Controlling Class Representative shall be entitled to direct the
Series 2005-CIBC12 Trustee to appoint, a successor servicer solely with respect
to the Whole Loan. The successor servicer shall be selected by the holders of a
majority of the outstanding principal balance of the Loews Universal Hotel
Portfolio Whole Loan; PROVIDED, that, if a majority of such holders (or their
respective designees) fail to agree on such successor servicer within 45 days,
such appointment (or replacement) will be at the direction of the majority
certificateholder of the controlling class under the Series 2005-CIBC12 Pooling
and Servicing Agreement, provided, further, that if a Loews Universal Hotel
Portfolio Control Appraisal Event exists, then the Class UHP Directing
Certificateholder will not have the right to terminate the Series 2005-CIBC12
Servicer as specified above.
TERMINATION OF SERIES 2005-CIBC12 SPECIAL SERVICER. So long as no Loews
Universal Hotel Portfolio Control Appraisal Event exists, the Class UHP
Directing Certificateholder is permitted to terminate, at its expense, the
Series 2005-CIBC12 Special Servicer for the Loews Universal Hotel Portfolio
Whole Loan at any time with or without cause, and to appoint a replacement
special servicer for the Loews Universal Hotel Portfolio Whole Loan, subject to
satisfaction of the conditions contained in the Series 2005-CIBC12 Pooling and
Servicing Agreement. If a Loews Universal Hotel Portfolio Control Appraisal
Event exists, or if the Class UHP Directing Certificateholder is an affiliate of
the related borrower, the holders of the Loews Universal Hotel Portfolio Senior
Loans (or their designees) then holding a majority of the outstanding principal
balance of the Loews Universal Hotel Portfolio Senior Loans will be entitled to
exercise this right and if such holders are not able to agree on such
appointment and removal within 45 days after receipt of notice, then the
majority certificateholder of the controlling class under the Series
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2005-CIBC12 Pooling and Servicing Agreement will be entitled to appoint a
replacement special servicer. Any successor special servicer will be required to
have the rating specified in the related intercreditor agreement and such
appointment will be subject to receipt of a "no downgrade" letter from the
rating agencies.
THE PNC/MEZZ CAP WHOLE LOANS
With respect to each of the Mortgage Loans known as the "Indian Trail
Shopping Center" loan, the "Walker Springs Community Shopping Center" loan, the
"High Point Center" loan and the "CVS-Eckerds-Kansas City" loan (collectively,
the "PNC/MEZZ CAP LOANS"), representing in aggregate approximately 1.57% of the
Initial Outstanding Pool Balance and 2.03% of the Initial Loan Group 1 Balance,
the related Mortgaged Property also secures one other companion loan (each, a
"PNC/MEZZ CAP B LOAN" and, together with the related PNC/Mezz Cap Loan, each a
"PNC/MEZZ CAP WHOLE LOAN") that is subordinate to the related PNC/Mezz Cap Loan.
The Cut Off Date Balances of the PNC/Mezz Cap Loans and the PNC/Mezz Cap B Loans
are as follows:
PNC/MEZZ CAP PNC/MEZZ CAP B
LOAN LOAN
---------------- ----------------
Indian Trail Shopping Center $18,287,000 $ 400,000
Walker Springs Community Shopping Center 8,000,000 250,000
High Point Center 5,520,000 150,000
CVS-Eckerds-Kansas City 4,146,207 250,028
----------- ----------
Total: $35,953,207 $1,050,028
Each PNC/Mezz Cap B Loan has the same maturity date and amortization term
as the related PNC/Mezz Cap Loan, but an interest rate of 12.75% per annum. Only
the PNC/Mezz Cap Loans are included in the trust. The PNC/Mezz Cap B Loans are
not assets of the trust.
Each PNC/Mezz Cap B Loan is owned by CBA Mezzanine Capital Funding, Ltd.
For the purpose of the information presented in this prospectus supplement
with respect to each PNC/Mezz Cap Loan, unless otherwise indicated, the debt
service coverage ratio and loan-to-value ratio reflect the indebtedness
evidenced by the PNC/Mezz Cap Loans, but exclude the related PNC/Mezz Cap B
Loan.
GENERAL. Each PNC/Mezz Cap Whole Loan will be serviced pursuant to the
terms of the Pooling and Servicing Agreement and the related intercreditor
agreement (and all decisions, consents, waivers, approvals and other actions on
the part of any holder of the PNC/Mezz Cap Whole Loan will be effected in
accordance with the Pooling and Servicing Agreement and the related
intercreditor agreement). The Midland Servicer or the Trustee, as applicable,
will be obligated to make (i) any required P&I Advances on any PNC/Mezz Cap Loan
unless the Midland Servicer, the Special Servicer or the Trustee, as applicable,
determines that such an advance would not be recoverable from collections on the
PNC/Mezz Cap Whole Loan, and (ii) Property Advances with respect to any PNC/Mezz
Cap Whole Loan unless the Midland Servicer, the Special Servicer or the Trustee,
as applicable, determines that such an advance would not be recoverable from
collections on the PNC/Mezz Cap Whole Loan.
DISTRIBUTIONS. The holders of each PNC/Mezz Cap Loan and the related
PNC/Mezz Cap B Loan have entered into an intercreditor agreement that sets forth
the respective rights of each of the holders of the applicable PNC/Mezz Cap
Whole Loan and provides, in general, that:
o if no Material Default (defined below) has occurred and is continuing
(or if a Material Default has occurred but is not continuing) with
respect to the applicable PNC/Mezz Cap Whole Loan, the holder of the
PNC/Mezz Cap B Loan will generally be entitled to receive its scheduled
principal and interest payments after (i) the holder of the PNC/Mezz
Cap Loan receives its scheduled interest payments, (ii) the holder of
the PNC/Mezz Cap Loan receives its scheduled payments of principal and
(iii) the holder of the PNC/Mezz Cap Loan receives all amounts in
prepayment of principal up to the unpaid principal balance thereof
(other than a prepayment resulting from the payment of insurance
proceeds or condemnation awards or during the continuance of an event
of default under the PNC/Mezz Cap Whole Loan) including the
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corresponding prepayment or yield maintenance premium with respect to
the amount prepaid on the related PNC/Mezz Cap Loan. For each PNC/Mezz
Cap Whole Loan, a "Material Default" consists of any of the following
events: (a) the acceleration of the PNC/Mezz Cap Loan or the related
PNC/Mezz Cap B Loan; (b) the existence of a continuing monetary
default; or (c) the filing of a bankruptcy or insolvency action by, or
against, the related borrower or the related borrower otherwise being
the subject of a bankruptcy or insolvency proceeding;
o if a Material Default has occurred and is continuing, or if a partial
or full prepayment of the PNC/Mezz Cap Whole Loan results from the
payment of insurance proceeds or condemnation awards, the holder of the
PNC/Mezz Cap B Loan will not be entitled to receive payments of
principal or interest until the holder of the PNC/Mezz Cap Loan
receives all unreimbursed advances (including advance interest),
accrued and unpaid servicing fees and other servicing compensation,
accrued and unpaid interest (excluding default interest), the
outstanding principal balance and its percentage interest of any
prepayment or yield maintenance premium.
RIGHTS OF THE HOLDERS OF THE PNC/MEZZ CAP B LOANS
CONSENT TO MODIFICATIONS. Prior to agreeing to any of the following with
respect to any PNC/Mezz Cap Whole Loan, the Midland Servicer and the Special
Servicer will be required to obtain the prior written consent of the holder of
the related PNC/Mezz Cap B Loan with respect to any amendment, deferral,
extension, waiver or other modification of the PNC/Mezz Cap Whole Loan which:
o adversely affects the lien priority of the mortgage;
o increases the interest rate or principal amount of the related PNC/Mezz
Cap Loan;
o increases in any other material respect any monetary obligations of the
related borrower under the Mortgage Loan Documents;
o decreases, forgives, waives, releases or defers the interest or the
interest rate or principal amount of the related PNC/Mezz Cap B Loan or
forgives, waives, decreases, defers or releases all or any portion of
such PNC/Mezz Cap B Loan;
o shortens the scheduled maturity date of the related PNC/Mezz Cap Loan;
o increases the term of the related PNC/Mezz Cap B Loan to a date
occurring after the maturity date of the related PNC/Mezz Cap Loan;
o accepts a grant of any lien on or security interest in any new
collateral not originally granted under the Mortgage Loan Documents
unless such new collateral also secures the related PNC/Mezz Cap B
Loan;
o modifies or amends the terms and provisions of any cash management
agreement with respect to the manner, timing and method of the
application of payments under the Mortgage Loan Documents;
o cross-defaults the related PNC/Mezz Cap Loan with any other
indebtedness;
o obtains any contingent interest, additional interest or other "kicker"
measured on the basis of the cash flow or appreciation of the Mortgaged
Property;
o releases the lien of the Mortgage as security for the related PNC/Mezz
Cap B Loan except in connection with a payment in full of the related
PNC/Mezz Cap Whole Loan or the release of a DE MINIMUS portion of the
Mortgaged Property or as provided in the Mortgage Loan Documents in
effect at the origination of the related PNC/Mezz Cap Whole Loan;
o spread the lien of the Mortgage to encumber additional real property
unless such real property shall also secure the related PNC/Mezz Cap B
Loan;
o extend the period during which voluntary prepayments are prohibited or
impose any prepayment fee or premium or yield maintenance charge in
connection with a prepayment of the
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related PNC/Mezz Cap Loan when none is required under the Mortgage Loan
Documents in effect at the origination of the related PNC/Mezz Cap Loan
or after the current maturity date of the related PNC/Mezz Cap Loan or
increase the amount of such prepayment fee, premium or yield
maintenance charge or otherwise modify any prepayment or defeasance
provisions in a manner materially adverse to the holder of the related
PNC/Mezz Cap B Loan.
The consent of the holder of the related PNC/Mezz Cap B Loan will not be
required in connection with any such modification of a PNC/Mezz Cap Whole Loan
after the expiration of such holder's right to purchase the related PNC/Mezz Cap
Loan (as described under "--Purchase Option" below).
Notwithstanding any approval or disapproval of, or right to approve or
disapprove, any such modification by the holder of the PNC/Mezz Cap B Loan, no
such modification may adversely affect the REMIC status of either REMIC under
the Pooling and Servicing Agreement or result in the imposition of a "prohibited
transaction" or "prohibited contribution" tax under the REMIC provisions of the
Code (collectively, the "REMIC REQUIREMENTS"). In addition, neither the Midland
Servicer nor the Special Servicer shall agree to any modification of a PNC/Mezz
Cap Whole Loan if such modification would constitute a "significant
modification" of either the PNC/Mezz Cap Loan under the Pooling and Servicing
Agreement or the PNC/Mezz Cap B Loan under a pooling and servicing agreement
affecting such loan under the REMIC provisions of the Code unless such
modification is permitted by such REMIC provisions.
Notwithstanding anything herein to the contrary, the Controlling Class
Representative will have the right to consult with the Midland Servicer and the
Special Servicer, at any time, regarding any PNC/Mezz Cap Whole Loan.
If, during the period of time during which the holder of a PNC/Mezz Cap B
Loan or its designee has the right to purchase the related PNC/Mezz Cap Loan as
provided in the intercreditor agreement, the Midland Servicer or Special
Servicer, as applicable, determines that immediate action is necessary to
protect the interests of the holders of the related PNC/Mezz Cap Whole Loan (as
a collective whole), the Midland Servicer or the Special Servicer, as
applicable, may agree to any such modification without obtaining the prior
written consent of (but after giving at least three business days' prior written
notice to) the holder of the PNC/Mezz Cap B Loan PROVIDED that such modification
would not violate the REMIC Requirements.
CURE RIGHTS. The holder of a PNC/Mezz Cap B Loan does not have any rights
to cure any defaults with respect to the related PNC/Mezz Cap Whole Loan.
PURCHASE OPTION. Upon the occurrence of any one of certain defaults that
are set forth in each intercreditor agreement (which generally includes (i) any
payment of principal or interest under the PNC/Mezz Cap Whole Loan is 90 or more
days delinquent, (ii) the principal balance of either the PNC/Mezz Cap Loan or
the PNC/Mezz Cap B Loan is not paid at maturity or (iii) a Material Default
occurs), the holder of the PNC/Mezz Cap B Loan will have the right to purchase
the related PNC/Mezz Cap Loan at a purchase price determined under the
intercreditor agreement and generally equal to the sum of (a) the outstanding
principal balance of the PNC/Mezz Cap Loan, (b) accrued and unpaid interest on
such principal balance (excluding any default interest or other late payment
charges), (c) any unreimbursed servicing advances made by the Midland Servicer,
the Special Servicer or the Trustee with respect to the PNC/Mezz Cap Loan,
together with any advance interest thereon, (d) reasonable out-of-pocket legal
fees and costs incurred in connection with the enforcement of the PNC/Mezz Cap
Loan by the Midland Servicer or Special Servicer, (e) any unreimbursed interest
on any principal and interest advances made by the Midland Servicer or the
Trustee with respect to the PNC/Mezz Cap Loan, (f) master servicing fees,
special servicing fees and trustee's fees payable under the Pooling and
Servicing Agreement prior to the date of repurchase (excluding any "success
fees" or similar fees or termination compensation) and (g) out of pocket
expenses incurred by the Midland Servicer, the Special Servicer or the Trustee
with respect to the PNC/Mezz Cap Whole Loan together with advance interest
thereon. The right of the holder of the PNC/Mezz Cap B Loan to purchase the
PNC/Mezz Cap Loan is subject to the holder the PNC/Mezz Cap B Loan giving
irrevocable written notice of its intent to purchase within 30 days following
receipt from the holder of the PNC/Mezz Cap Loan of notice of such right.
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ADDITIONAL LOAN INFORMATION
GENERAL. The following tables set forth certain information with respect to
the Mortgage Loans and Mortgaged Properties. Such information is presented,
where applicable, as of the Cut-off Date for each Mortgage Loan, as adjusted for
the scheduled principal payments due on the Mortgage Loans on or before the
Cut-off Date. Information with respect to a Mortgaged Property that is part of a
Mortgage Loan with multiple properties is based on the allocated loan amount for
such Mortgaged Property. The statistics in such schedule and tables were
derived, in many cases, from information and operating statements furnished by
or on behalf of the respective borrowers. Such information and operating
statements were generally unaudited and have not been independently verified by
the Depositor, the applicable Mortgage Loan Seller or the Underwriters or any of
their respective affiliates or any other person. The sum of the amounts in any
column of any of the following tables or of Annex A-1 and Annex A-2 to this
prospectus supplement may not equal the indicated total under such column due to
rounding.
Net income for a Mortgaged Property as determined in accordance with
generally accepted accounting principles ("GAAP") is not the same as the stated
Underwritten Net Cash Flow for such Mortgaged Property as set forth in the
following schedule or tables. In addition, Underwritten Net Cash Flow is not a
substitute for, or comparable to, operating income (as determined in accordance
with GAAP) as a measure of the results of a property's operations or a
substitute for cash flows from operating activities (determined in accordance
with GAAP) as a measure of liquidity. No representation is made as to the future
net cash flow of the Mortgaged Properties, nor is the Underwritten Net Cash Flow
set forth herein with respect to any Mortgaged Property intended to represent
such future net cash flow.
DEFINITIONS. For purposes of this prospectus supplement, including the
following tables and Annex A-1 and Annex A-2 to this prospectus supplement, the
indicated terms have the following meanings:
1. "ANNUAL DEBT SERVICE" generally means, for any Mortgage Loan, 12
times the monthly payment in effect as of the Cut-off Date for such
Mortgage Loan or, for certain Mortgage Loans that pay interest-only for a
period of time, 12 times the monthly payment of principal and interest as
of the date immediately following the expiration of such interest-only
period.
2. "APPRAISED VALUE" means, for any Mortgaged Property, the
appraiser's adjusted value as stated in the most recent third party
appraisal available to the Depositor. In certain cases, the appraiser's
adjusted value takes into account certain repairs or stabilization of
operations. In certain cases in which the appraiser assumed the completion
of repairs, such repairs were, in general, either completed prior to the
appraisal date or the applicable Mortgage Loan Seller has taken reserves
sufficient to complete such repairs. No representation is made that any
such value would approximate either the value that would be determined in a
current appraisal of the related Mortgaged Property or the amount that
would be realized upon a sale.
3. "BALLOON BALANCE" means, with respect to any Balloon Loan, the
principal amount that will be due at maturity for such Balloon Loan.
4. "CUT-OFF DATE LOAN-TO-VALUE RATIO," "LOAN-TO-VALUE RATIO," "CUT-OFF
DATE LTV," "CUT-OFF DATE LTV RATIO," "CURRENT LTV," or "LTV" means, with
respect to any Mortgage Loan, (a) the Cut-off Date Balance of such Mortgage
Loan divided (b) by the Appraised Value of the related Mortgaged Property
or Mortgaged Properties.
For purposes of calculating such amounts in this prospectus supplement, in
the following tables, in Annex A-1 and Annex A-2 and in the tables in Annex B to
this prospectus supplement, the Cut-off Date Balance of the following Mortgage
Loans, collectively representing approximately 5.47% of the Initial Outstanding
Pool Balance, 6.27% of the Initial Loan Group 1 Balance and 2.72% of the Initial
Loan Group 2 Balance, has been reduced by the following holdback reserve
amounts: (i) with respect to the Mortgage Loan known as "Tropicana Center," by
$4,000,000, (ii) with respect to the Mortgage Loan known as "888 South Figueroa"
by $2,500,000, (iii) with respect to the Mortgage Loan known as "Chamber Ridge
Apartments" by $1,250,000, (iv) "Maytag Industrial Office" by $700,000.
Including such holdback reserve amounts, the Cut-off Date LTV Ratio is 84.85%,
69.70%, 86.41% and 75.44%, respectively.
S-99
In the case of a Mortgage Loan that is part of a split loan structure,
unless otherwise indicated, loan-to-value ratios were calculated only with
respect to the Mortgage Loan and the Pari Passu Companion Loan, if any,
excluding the related B Loan, if any. For a calculation of the
loan-to-value ratio for each of these Mortgage Loans including any related
Pari Passu Companion Loan, if any, and any related B Loan see footnotes 6
and 8 to Annex A-1.
5. "GLA" means gross leasable area.
6. "LTV RATIO AT MATURITY" means, with respect to any Balloon Loan,
(a) the Balloon Balance for such Mortgage Loan divided by (b) the Appraised
Value of the related Mortgaged Property.
For purposes of calculating such amounts in this prospectus supplement, in
the following tables, in Annex A-1 and Annex A-2 and in the tables in Annex B to
this prospectus supplement, the Cut-off Date Balance of the following Mortgage
Loans, collectively representing approximately 5.47% of the Initial Outstanding
Pool Balance, 6.27% of the Initial Loan Group 1 Balance and 2.72% of the Initial
Loan Group 2 Balance, has been reduced by the following holdback reserve
amounts: (i) with respect to the Mortgage Loan known as "Tropicana Center," by
$4,000,000, (ii) with respect to the Mortgage Loan known as "888 South Figueroa"
by $2,500,000, (iii) with respect to the Mortgage Loan known as "Chamber Ridge
Apartments" by $1,250,000, (iv) "Maytag Industrial Office" by $700,000.
Including such holdback reserve amounts, the LTV Ratio at Maturity is 75.14%,
64.52%, 71.90% and 69.68% respectively.
In the case of Mortgage Loan that is part of a split loan structure, unless
otherwise indicated, loan-to-value ratios were calculated only with respect to
the Mortgage Loan and the Pari Passu Companion Loan, if any, excluding the
related B Loan, if any. For a calculation of the loan-to-value ratio at maturity
for each of these Mortgage Loans including any related Pari Passu Companion
Loan, if any, and any related B Loan see footnotes 6 and 8 to Annex A-1.
7. "MORTGAGE RATE" or "INTEREST RATE" means, with respect to any
Mortgage Loan, the Mortgage Rate in effect as of the Cut-off Date for such
Mortgage Loan.
8. "NRA" means net rentable area.
9. "OCCUPANCY RATE" means the percentage of Square Feet or Units, as
the case may be, of a Mortgaged Property that was occupied or leased or, in
the case of certain properties, average units so occupied over a specified
period, as of a specified date (identified on Annex A-1 to this prospectus
supplement as the "Occupancy As-of Date") or as specified by the borrower
or as derived from the Mortgaged Property's rent rolls, operating
statements or appraisals or as determined by a site inspection of such
Mortgaged Property. Information on Annex A-1 to this prospectus supplement
concerning the "Largest Tenant" is presented as of the same date as of
which the Occupancy Rate is specified.
10. "SERVICING FEE RATE" for each Mortgage Loan is the percentage rate
per annum set forth in Annex A-1 for such Mortgage Loan that is payable in
respect of the administration of such Mortgage Loan (which includes the
applicable Master Servicing Fee Rate, Trustee Fee Rate and the primary fee
rate (the servicing fee rate paid to the primary servicer), if any).
11. "SQUARE FEET" or "SQ. FT." means, in the case of a Mortgaged
Property operated as a retail center, office, industrial/warehouse
facility, combination retail office facility or other special purpose
property, the square footage of the net rentable or leasable area.
12. "TERM TO MATURITY" means, with respect to any Mortgage Loan, the
remaining term, in months, from the Cut-off Date for such Mortgage Loan to
the related maturity date.
13. "UNDERWRITTEN NET CASH FLOW," "UNDERWRITTEN NCF" or "UW NCF," with
respect to any Mortgaged Property, means an estimate of cash flow available
for debt service in a typical year of stable, normal operations as
determined by the related Mortgage Loan Seller. In general, it is the
estimated revenue derived from the use and operation of such Mortgaged
Property less the sum of (a) estimated operating expenses (such as
utilities, administrative expenses, repairs and maintenance, management and
franchise fees and advertising), (b) estimated fixed expenses (such as
insurance, real estate taxes and, if applicable, ground lease payments),
(c) estimated capital
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expenditures and reserves for capital expenditures, including tenant
improvement costs and leasing commissions, as applicable, and (d) an
allowance for vacancies and losses. Underwritten Net Cash Flow generally
does not reflect interest expense and non-cash items such as depreciation
and amortization. The Underwritten Net Cash Flow 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 cash flow for such Mortgaged Property to differ materially from the
Underwritten Net Cash Flow set forth herein. Certain of such assumptions
and subjective judgments of each Mortgage Loan Seller relate to future
events, conditions and circumstances, including future expense levels, the
re-leasing of vacant space and the continued leasing of occupied space,
which will be affected by a variety of complex factors over which none of
the Depositor, the applicable Mortgage Loan Seller or each Servicer have
control. In some cases, the Underwritten Net Cash Flow set forth herein for
any Mortgaged Property is higher, and may be materially higher, than the
annual net cash flow for such Mortgaged Property based on historical
operating statements.
In determining Underwritten Net Cash Flow for a Mortgaged Property,
the applicable Mortgage Loan Seller generally relied on rent rolls and/or
other generally unaudited financial information provided by the respective
borrowers; in some cases, the appraisal and/or local market information was
the primary basis for the determination. From that information, the
applicable Mortgage Loan Seller calculated stabilized estimates of cash
flow that took into consideration historical financial statements (where
available), material changes in the operating position of a Mortgaged
Property of which the applicable Mortgage Loan Seller was aware (E.G.,
current rent roll information including newly signed leases, near term
market rent steps, expirations of "free rent" periods, market rents, and
market vacancy data), and estimated capital expenditures, leasing
commission and tenant improvement reserves. In certain cases, the
applicable Mortgage Loan Seller's estimate of Underwritten Net Cash Flow
reflected differences from the information contained in the operating
statements obtained from the respective borrowers (resulting in either an
increase or decrease in the estimate of Underwritten Net Cash Flow derived
therefrom) based upon the applicable Mortgage Loan Seller's own analysis of
such operating statements and the assumptions applied by the respective
borrowers in preparing such statements and information. In certain
instances, for example, property management fees and other expenses may
have been taken into account in the calculation of Underwritten Net Cash
Flow even though such expenses may not have been reflected in actual
historic operating statements. In most of those cases, the information was
annualized, with some exceptions, before using it as a basis for the
determination of Underwritten Net Cash Flow. No assurance can be given with
respect to the accuracy of the information provided by any borrowers, or
the adequacy of the procedures used by any Mortgage Loan Seller in
determining the presented operating information.
14. "UNITS," "ROOMS" or "PADS" means: (a) in the case of a Mortgaged
Property operated as multifamily housing, the number of apartments,
regardless of the size of or number of rooms in such apartment, (b) in the
case of a Mortgaged Property operated as a hotel property, the number of
guest rooms and (c) in the case of a Mortgaged Property operated as a
manufactured housing property, the number of manufactured home properties.
15. "UW NCF DSCR," "UNDERWRITTEN NCF DSCR," "DEBT SERVICE COVERAGE
RATIO" or "DSCR" means, with respect to any Mortgage Loan, (a) the
Underwritten Net Cash Flow for the related Mortgaged Property, divided by
(b) the Annual Debt Service for such Mortgage Loan.
For purposes of calculating such amounts in this prospectus supplement, in
the following tables, in Annex A-1 and Annex A-2 and in the tables in Annex B to
this prospectus supplement, the Cut-off Date Balance of the following Mortgage
Loans, collectively representing approximately 5.47% of the Initial Outstanding
Pool Balance, 6.27% of the Initial Loan Group 1 Balance and 2.72% of the Initial
Loan Group 2 Balance, has been reduced by the following holdback reserve
amounts: (i) with respect to the Mortgage Loan known as "Tropicana Center," by
$4,000,000, (ii) with respect to the Mortgage Loan known as "888 South Figueroa"
by $2,500,000, (iii) with respect to the Mortgage Loan known as "Chamber Ridge
Apartments" by $1,250,000, (iv) "Maytag Industrial Office" by $700,000.
Including such holdback reserve amounts, the UW NCF DSCR is 1.12x, 1.14x, 1.15x
and 1.18x respectively. In the case of the Mortgage Loan known as "1710
Broadway," the Mortgage Loan is fully recourse to the sponsor (up to
$13,000,000,
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which amount may be reduced under certain circumstances) until the Mortgaged
Property achieves a minimum DSCR of 1.25. The DSCR for the Mortgage Loan is
shown throughout this prospectus supplement at 1.25x, reflecting the threshold
at which the full recourse guaranty will be released.
For purposes of calculating such amounts in the following tables and in
Annex A-1 and Annex A-2 and in the tables in Annex B to this prospectus
supplement, with respect to the mortgage loans known as the "Lakewood Center"
loan and the "General Motors Building" loan, the interest rates used in this
calculation are 5.5127% and 5.2420%, respectively. The interest rate for the
Lakewood Center loan and the General Motors Building loan will vary throughout
its respective Mortgage Loan term. The interest rates for the Lakewood Center
loan and the General Motors Building loan are set forth on Annex A-4 and Annex
5, respectively.
In the case of a Mortgage Loan that is part of a split loan structure,
unless otherwise indicated, debt service coverage ratios were calculated
only with respect to the Mortgage Loan and the Pari Passu Companion Loan,
if any, excluding the related B Loan, if any. For a calculation of the debt
service coverage ratio for each of these Mortgage Loans including any
related Pari Passu Companion Loan, if any, and any related B Loan see
footnotes 6 and 8 to Annex A-1.
In general, 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 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. If a property does not
possess a stable operating expectancy (for instance, if it is subject to
material leases that are scheduled to expire during the loan term and that
provide for above-market rents and/or that may be difficult to replace), a
debt service coverage ratio may not be a reliable indicator of a property's
ability to service the mortgage debt over the entire remaining loan term.
The Underwritten NCF DSCRs are presented herein for illustrative purposes
only and, as discussed above, are limited in their usefulness in assessing
the current, or predicting the future, ability of a Mortgaged Property to
generate sufficient cash flow to repay the related Mortgage Loan.
Accordingly, no assurance can be given, and no representation is made, that
the Underwritten NCF DSCRs accurately reflects that ability.
16. "UW REVENUE" means, with respect to any Mortgage Loan, the gross
potential rent, less vacancies and collection loss.
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RANGE OF CUT-OFF DATE BALANCES--ALL MORTGAGE LOANS
WEIGHTED AVERAGES
NUMBER % OF -----------------------------------------------------
RANGE OF OF AGGREGATE OUTSTANDING STATED CUT-OFF LTV
CUT-OFF DATE MORTGAGE CUT-OFF DATE INITIAL POOL MORTGAGE REMAINING DATE LTV RATIO AT
BALANCES LOANS BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- ------------------------------ --------- ------------ ----------- -------- ----------- ------- ------- --------
1,297,373 - 1,999,999 ........ 10 $ 17,839,603 0.78% 5.382% 142 1.49x 72.54% 51.52%
2,000,000 - 2,999,999 ........ 11 26,069,044 1.14 5.497% 106 1.46 69.62% 58.76%
3,000,000 - 3,999,999 ........ 19 64,884,142 2.84 5.475% 127 1.41 71.26% 57.54%
4,000,000 - 5,999,999 ........ 14 70,053,518 3.06 5.452% 116 1.64 64.65% 53.59%
6,000,000 - 6,999,999 ........ 14 90,695,721 3.97 5.495% 107 1.45 71.96% 60.24%
7,000,000 - 9,999,999 ........ 18 147,105,509 6.44 5.391% 115 1.45 71.18% 59.46%
10,000,000 - 14,999,999 ...... 18 227,287,321 9.94 5.383% 112 1.41 75.64% 64.45%
15,000,000 - 29,999,999 ...... 17 353,048,913 15.45 5.364% 106 1.36 74.44% 66.65%
30,000,000 - 69,999,999 ...... 11 513,905,597 22.48 5.230% 118 1.63 70.19% 64.98%
70,000,000 - 218,000,000 ..... 6 774,744,899 33.90 5.365% 103 1.81 60.41% 58.82%
--- -------------- ------- -------- ----- ------ ------ ------
TOTAL/WEIGHTED
AVERAGE .................... 138 $2,285,634,268 100.00% 5.350% 110 1.60x 68.08% 61.82%
=== ============== ======= ======== ===== ====== ====== ======
RANGE OF CUT-OFF DATE BALANCES--LOAN GROUP 1
WEIGHTED AVERAGES
NUMBER -----------------------------------------------------
RANGE OF OF AGGREGATE % OF STATED CUT-OFF LTV
CUT-OFF DATE MORTGAGE CUT-OFF DATE GROUP 1 MORTGAGE REMAINING DATE LTV RATIO AT
BALANCES LOANS BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- ------------------------------ --------- ------------ ----------- -------- ----------- ------- ------- --------
1,297,373 - 1,999,999 ........ 9 $ 16,265,939 0.92% 5.399% 144 1.51x 71.85% 50.69%
2,000,000 - 2,999,999 ........ 10 23,476,667 1.32 5.486% 104 1.48 68.50% 57.85%
3,000,000 - 3,999,999 ........ 11 36,852,822 2.08 5.568% 137 1.36 74.38% 56.43%
4,000,000 - 5,999,999 ........ 11 54,969,843 3.10 5.460% 115 1.49 69.96% 57.70%
6,000,000 - 6,999,999 ........ 12 77,951,979 4.40 5.528% 109 1.47 71.58% 58.83%
7,000,000 - 9,999,999 ........ 13 104,717,448 5.91 5.405% 114 1.47 69.50% 56.04%
10,000,000 - 14,999,999 ...... 13 165,065,004 9.31 5.429% 115 1.41 75.62% 63.65%
15,000,000 - 29,999,999 ...... 11 229,948,913 12.97 5.346% 106 1.39 73.22% 64.05%
30,000,000 - 49,999,999 ...... 5 200,600,000 11.32 5.292% 112 1.37 72.08% 67.76%
50,000,000 - 69,999,999 ...... 3 173,000,000 9.76 5.165% 137 2.11 63.16% 56.05%
70,000,000 - 218,000,000 ..... 5 689,744,899 38.91 5.410% 109 1.85 58.41% 56.63%
--- -------------- ------- -------- ----- ------ ------ ------
TOTAL/WEIGHTED
AVERAGE .................... 103 $1,772,593,514 100.00% 5.377% 114 1.65x 66.13% 59.50%
=== ============== ======= ======== ===== ====== ====== ======
RANGE OF CUT-OFF DATE BALANCES--LOAN GROUP 2
WEIGHTED AVERAGES
NUMBER -----------------------------------------------------
RANGE OF OF AGGREGATE % OF STATED CUT-OFF LTV
CUT-OFF DATE MORTGAGE CUT-OFF DATE GROUP 1 MORTGAGE REMAINING DATE LTV RATIO AT
BALANCES LOANS BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- ------------------------------ --------- ------------ ----------- -------- ----------- ------- ------- --------
1,573,664 - 1,999,999 ........ 1 $ 1,573,664 0.31% 5.210% 119 1.25x 79.68% 60.12%
2,000,000 - 2,999,999 ........ 1 2,592,377 0.51 5.590% 117 1.28 79.77% 67.02%
3,000,000 - 3,999,999 ........ 8 28,031,320 5.46 5.353% 114 1.46 67.17% 58.99%
4,000,000 - 6,999,999 ........ 5 27,827,417 5.42 5.365% 105 1.81 58.58% 52.47%
7,000,000 - 9,999,999 ........ 5 42,388,061 8.26 5.358% 118 1.42 75.32% 67.91%
10,000,000 - 14,999,999 ...... 5 62,222,318 12.13 5.260% 104 1.39 75.72% 66.57%
15,000,000 - 29,999,999 ...... 6 123,100,000 23.99 5.397% 107 1.30 76.70% 71.49%
30,000,000 - 85,000,000 ...... 4 225,305,597 43.92 5.137% 85 1.41 76.31% 73.74%
--- -------------- ------- -------- ----- ------ ------ ------
TOTAL/WEIGHTED
AVERAGE .................... 35 $513,040,753 100.00% 5.259% 98 1.41x 74.82% 69.81%
=== ============== ======= ======== ===== ====== ====== ======
S-103
TYPE OF MORTGAGED PROPERTIES--ALL MORTGAGE LOANS
% OF CUT-OFF DATE
NUMBER OF AGGREGATE OUTSTANDING NUMBER OF BALANCE PER
MORTGAGED CUT-OFF INITIAL POOL UNITS OR # OF UNITS OR
PROPERTY TYPE PROPERTIES DATE BALANCE BALANCE NRA NRA
- ------------------- ---------- ------------- ------------- --------- --------------
Multifamily ....... 50 $ 599,657,894 26.24% 10,613 56,502.20
Multifamily ..... 45 568,810,521 24.89 9,597 59,269.62
Manufactured
Housing ....... 5 30,847,373 1.35 1,016 30,361.59
Office ............ 29 582,494,829 25.49 5,314,635 109.60
Retail ............ 44 549,214,628 24.03 4,549,268 120.73
ANCHORED ........ 20 455,172,190 19.91 4,185,446 108.75
UNANCHORED ...... 10 60,410,023 2.64 187,957 321.40
SINGLE TENANT ... 14 33,632,415 1.47 175,865 191.24
Hotel ............. 18 209,470,092 9.16 4,380 47,824.22
Mixed Use ......... 6 166,553,988 7.29 528,968 314.87
Self Storage ...... 39 148,028,560 6.48 23,485 6,303.11
Industrial ........ 4 30,214,276 1.32 887,089 34.06
--- -------------- ------
TOTAL/WEIGHTED
AVERAGE ......... 190 $2,285,634,268 100.00%
=== ============== ======
WEIGHTED AVERAGES
----------------------------------------------------------------------------
STATED CUT-OFF LTV
MORTGAGE REMAINING DATE RATIO AT
PROPERTY TYPE RATE TERM (MOS.) OCCUPANCY DSCR LTV RATIO MATURITY
- ------------------- --------- ----------- ------------ -------- ----------- -----------
Multifamily ....... 5.270% 99 94.16% 1.40x 74.23% 68.56%
Multifamily ..... 5.273% 98 93.88% 1.41 74.28% 68.76%
Manufactured
Housing ....... 5.223% 123 99.32% 1.35 73.27% 64.79%
Office ............ 5.232% 106 92.78% 1.65 65.47% 60.39%
Retail ............ 5.445% 123 97.74% 1.67 65.48% 58.71%
ANCHORED ........ 5.407% 119 97.61% 1.74 65.34% 59.85%
UNANCHORED ...... 5.758% 159 97.44% 1.28 63.69% 51.21%
SINGLE TENANT ... 5.397% 121 100.00% 1.51 70.61% 56.82%
Hotel ............. 5.369% 111 78.44% 2.22 65.49% 56.81%
Mixed Use ......... 5.280% 115 98.25% 1.31 69.08% 60.25%
Self Storage ...... 5.839% 120 77.62% 1.42 64.46% 60.02%
Industrial ........ 5.386% 95 96.47% 1.40 73.65% 64.20%
TOTAL/WEIGHTED
AVERAGE ......... 5.350% 110 92.49% 1.60X 68.08% 61.82%
TYPE OF MORTGAGED PROPERTIES--LOAN GROUP 1
% OF CUT-OFF DATE
NUMBER OF AGGREGATE OUTSTANDING NUMBER OF BALANCE PER
MORTGAGED CUT-OFF INITIAL POOL UNITS OR # OF UNITS OR
PROPERTY TYPE PROPERTIES DATE BALANCE BALANCE NRA NRA
- ------------------- ---------- ------------- ------------- --------- --------------
Office ............ 29 $ 582,494,829 32.86% 5,314,635 109.60
Retail ............ 44 549,214,628 30.98 4,549,268 120.73
Anchored ........ 20 455,172,190 25.68 4,185,446 108.75
Unanchored ...... 10 60,410,023 3.41 187,957 321.40
Single Tenant ... 14 33,632,415 1.90 175,865 191.24
Hotel ............. 18 209,470,092 11.82 4,380 47,824.22
Mixed Use ......... 6 166,553,988 9.40 528,968 314.87
Self Storage ...... 39 148,028,560 8.35 23,485 6,303.11
Multifamily ....... 9 86,617,141 4.89 1,429 $60,613.81
Multifamily ..... 6 68,049,768 3.84 878 77,505.43
Manufactured ....
Housing ....... 3 18,567,373 1.05 551 33,697.59
Industrial ........ 4 30,214,276 1.70 887,089 34.06
--- -------------- ------
TOTAL/WEIGHTED
AVERAGE ......... 149 $1,772,593,514 100.00%
=== ============== ======
WEIGHTED AVERAGES
----------------------------------------------------------------------------
STATED CUT-OFF LTV
MORTGAGE REMAINING DATE RATIO AT
PROPERTY TYPE RATE TERM (MOS.) OCCUPANCY DSCR LTV RATIO MATURITY
- -------------------- --------- ----------- ------------ -------- ----------- -----------
Office ............. 5.232% 106 92.78% 1.65x 65.47% 60.39%
Retail ............. 5.445% 123 97.74% 1.67 65.48% 58.71%
Anchored ......... 5.407% 119 97.61% 1.74 65.34% 59.85%
Unanchored ....... 5.758% 159 97.44% 1.28 63.69% 51.21%
Single Tenant .... 5.397% 121 100.00% 1.51 70.61% 56.82%
Hotel .............. 5.369% 111 78.44% 2.22 65.49% 56.81%
Mixed Use .......... 5.280% 115 98.25% 1.31 69.08% 60.25%
Self Storage ....... 5.839% 120 77.62% 1.42 64.46% 60.02%
Multifamily ........ 5.335% 102 82.92% 1.39 70.74% 61.11%
Multifamily ...... 5.358% 96 78.53% 1.42 68.39% 59.01%
Manufactured
Housing ........ 5.250% 126 99.02% 1.28 79.35% 68.79%
Industrial 5.386% 95 96.47% 1.40 73.65% 64.20%
TOTAL/WEIGHTED
AVERAGE .......... 5.377% 114 91.45% 1.65X 66.13% 59.50%
S-104
TYPE OF MORTGAGED PROPERTIES--LOAN GROUP 2
% OF CUT-OFF DATE
NUMBER OF AGGREGATE LOAN NUMBER OF BALANCE PER
MORTGAGED CUT-OFF GROUP 2 UNITS OR # OF UNITS OR
PROPERTY TYPE PROPERTIES DATE BALANCE BALANCE NRA NRA
- ------------------- ---------- ------------- ------------ --------- --------------
Multifamily ....... 39 $500,760,753 97.61% 8,719 $57,433.28
Manufactured
Housing ......... 2 12,280,000 2.39 465 26,408.60
--- ------------ ------
TOTAL/WEIGHTED
AVERAGE ......... 41 $513,040,753 100.00% 9,184
=== ============ ======
WEIGHTED AVERAGES
------------------------------------------------------------------------
STATED CUT-OFF LTV
MORTGAGE REMAINING DATE RATIO AT
PROPERTY TYPE RATE TERM (MOS.) OCCUPANCY DSCR LTV RATIO MATURITY
- ------------------- -------- ----------- ------------ ------ ----------- -----------
Multifamily ....... 5.261% 98 95.97% 1.40x 75.08% 70.09%
Manufactured
Housing ......... 5.183% 118 99.77% 1.46 64.07% 58.74%
TOTAL/WEIGHTED
AVERAGE ......... 5.259% 98 96.06% 1.41X 74.82% 69.81%
S-105
MORTGAGED PROPERTIES BY STATE AND/OR LOCATION--ALL MORTGAGE LOANS
WEIGHTED AVERAGES
----------------------------------------------------------
% OF
NUMBER AGGREGATE OUTSTANDING
OF CUT-OFF INITIAL STATED CUT-OFF
MORTGAGED DATE POOL MORTGAGE REMAINING DATE LTV LTV RATIO AT
STATE/LOCATION PROPERTIES BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------- ----------- ------------
California ......... 21 $660,945,638 28.92% 5.309% 118 1.74x 62.08% 58.71%
Southern ........... 18 503,752,622 22.04 5.367% 118 1.78 59.91% 55.67%
Northern ........... 3 157,193,016 6.88 5.123% 119 1.61 69.05% 68.48%
New York ........... 21 390,458,413 17.08 5.301% 87 1.66 63.65% 60.26%
Florida ............ 26 234,255,773 10.25 5.322% 108 2.05 66.62% 61.46%
Texas .............. 28 216,304,311 9.46 5.512% 112 1.38 70.93% 63.30%
Virginia ........... 4 85,700,000 3.75 5.315% 113 1.40 76.13% 68.31%
North Carolina ..... 18 72,144,990 3.16 5.454% 123 1.48 73.30% 59.40%
Alabama ............ 8 69,119,090 3.02 5.222% 118 1.48 77.89% 74.83%
Maryland ........... 5 62,794,122 2.75 5.603% 120 1.37 71.28% 56.67%
Nevada ............. 2 61,100,000 2.67 5.040% 119 1.21 78.57% 68.58%
Pennsylvania ....... 5 60,945,694 2.67 5.391% 118 1.29 78.88% 69.46%
Arizona ............ 7 54,580,767 2.39 5.504% 94 1.49 72.61% 63.87%
Michigan ........... 7 39,069,626 1.71 5.390% 119 1.35 75.43% 65.35%
Georgia ............ 4 33,879,603 1.48 5.499% 119 1.36 73.21% 65.72%
Washington ......... 2 31,545,658 1.38 5.343% 119 1.30 70.70% 54.65%
Kentucky ........... 3 30,907,000 1.35 5.279% 119 1.32 78.28% 65.54%
Oregon ............. 1 22,800,000 1.00 5.485% 118 1.20 72.38% 68.38%
Colorado ........... 2 22,500,000 0.98 5.220% 58 1.36 73.89% 70.76%
South Carolina ..... 5 19,351,531 0.85 5.745% 155 1.45 70.25% 49.25%
Tennessee .......... 3 17,896,994 0.78 5.258% 119 1.38 78.99% 64.99%
Oklahoma ........... 2 14,558,971 0.64 5.416% 117 1.29 76.23% 63.69%
District of Columbia 1 13,144,000 0.58 5.200% 120 1.33 75.98% 62.87%
Ohio ............... 3 11,851,275 0.52 5.600% 118 1.28 72.45% 60.83%
Connecticut ........ 1 9,250,000 0.40 5.190% 118 1.78 68.52% 68.52%
Illinois ........... 2 9,221,721 0.40 5.646% 118 1.36 76.07% 63.96%
Indiana ............ 1 9,090,398 0.40 5.030% 59 1.27 69.63% 63.87%
Massachusetts ...... 1 7,440,000 0.33 5.390% 118 1.40 80.00% 69.90%
Louisiana .......... 1 6,500,000 0.28 5.340% 119 1.52 79.75% 73.93%
Minnesota .......... 2 6,183,354 0.27 5.762% 143 1.81 65.76% 39.07%
Missouri ........... 1 4,146,207 0.18 5.620% 119 1.24 78.23% 65.65%
Kansas ............. 1 3,143,707 0.14 5.600% 118 1.28 72.45% 60.83%
New Mexico ......... 1 2,754,426 0.12 5.550% 58 1.30 74.44% 69.35%
Nebraska ........... 1 2,051,000 0.09 5.260% 120 1.29 74.58% 56.29%
---- -------------- ------
Total/Weighted
Average 190 $2,285,634,268 100.00% 5.350% 110 1.60x 68.08% 61.82%
=== ============== ======
S-106
MORTGAGED PROPERTIES BY STATE AND/OR LOCATION--LOAN GROUP 1
WEIGHTED AVERAGES
-----------------------------------------------------------
NUMBER % OF
OF AGGREGATE LOAN STATED CUT-OFF
MORTGAGED CUT-OFF GROUP 1 MORTGAGE REMAINING DATE LTV LTV RATIO AT
STATE/LOCATION PROPERTIES DATE BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
CALIFORNIA ......... 17 $ 644,625,638 36.37% 5.308% 118 1.72X 62.81% 59.46%
Southern ........... 15 490,432,622 27.67 5.367% 118 1.76 60.66% 56.41%
Northern ........... 2 154,193,016 8.70 5.123% 119 1.60 69.65% 69.17%
New York ........... 12 254,909,074 14.38 5.413% 102 1.82 57.51% 53.40%
Florida ............ 23 180,755,773 10.20 5.283% 118 2.21 64.10% 58.07%
Texas .............. 22 158,339,266 8.93 5.553% 109 1.42 68.59% 61.80%
North Carolina ..... 18 72,144,990 4.07 5.454% 123 1.48 73.30% 59.40%
Nevada ............. 2 61,100,000 3.45 5.040% 119 1.21 78.57% 68.58%
Arizona ............ 6 50,980,767 2.88 5.536% 92 1.48 72.75% 63.39%
Maryland ........... 3 42,014,122 2.37 5.788% 121 1.40 69.55% 51.62%
Pennsylvania ....... 3 39,005,634 2.20 5.383% 118 1.29 78.93% 71.98%
Virginia ........... 3 35,700,000 2.01 5.309% 104 1.37 77.60% 68.36%
Washington ......... 1 25,961,984 1.46 5.285% 119 1.31 69.23% 52.38%
Kentucky ........... 2 23,807,000 1.34 5.290% 119 1.32 77.77% 63.42%
Michigan ........... 6 22,569,626 1.27 5.565% 119 1.43 73.81% 60.66%
Colorado ........... 2 22,500,000 1.27 5.220% 58 1.36 73.89% 70.76%
South Carolina ..... 5 19,351,531 1.09 5.745% 155 1.45 70.25% 49.25%
Tennessee .......... 3 17,896,994 1.01 5.258% 119 1.38 78.99% 64.99%
Georgia ............ 3 17,579,603 0.99 5.776% 120 1.49 67.99% 59.04%
Alabama ............ 4 14,325,426 0.81 5.640% 120 1.36 70.07% 62.24%
District of Columbia 1 13,144,000 0.74 5.200% 120 1.33 75.98% 62.87%
Ohio ............... 3 11,851,275 0.67 5.600% 118 1.28 72.45% 60.83%
Illinois ........... 2 9,221,721 0.52 5.646% 118 1.36 76.07% 63.96%
Indiana ............ 1 9,090,398 0.51 5.030% 59 1.27 69.63% 63.87%
Massachusetts ...... 1 7,440,000 0.42 5.390% 118 1.40 80.00% 69.90%
Minnesota .......... 2 6,183,354 0.35 5.762% 143 1.81 65.76% 39.07%
Missouri ........... 1 4,146,207 0.23 5.620% 119 1.24 78.23% 65.65%
Kansas ............. 1 3,143,707 0.18 5.600% 118 1.28 72.45% 60.83%
New Mexico ......... 1 2,754,426 0.16 5.550% 58 1.30 74.44% 69.35%
Nebraska ........... 1 2,051,000 0.12 5.260% 120 1.29 74.58% 56.29%
--- -------------- ------
TOTAL/WEIGHTED
AVERAGE .......... 149 $1,772,593,514 100.00% 5.377% 114 1.65X 66.13% 59.50%
=== ============== ======
S-107
MORTGAGED PROPERTIES BY STATE AND/OR LOCATION--LOAN GROUP 2
WEIGHTED AVERAGES
-----------------------------------------------------------
NUMBER % OF
OF AGGREGATE LOAN STATED CUT-OFF
MORTGAGED CUT-OFF GROUP 2 MORTGAGE REMAINING DATE LTV LTV RATIO AT
STATE/LOCATION PROPERTIES DATE BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
New York ........... 9 $135,549,339 26.42% 5.090% 60 1.35x 75.16% 73.17%
Texas .............. 6 57,965,045 11.30 5.399% 118 1.28 77.36% 67.40%
Alabama ............ 4 54,793,664 10.68 5.113% 117 1.52 79.93% 78.12%
Florida ............ 3 53,500,000 10.43 5.457% 76 1.51 75.12% 72.93%
Virginia ........... 1 50,000,000 9.75 5.320% 120 1.42 75.08% 68.27%
Oregon ............. 1 22,800,000 4.44 5.485% 118 1.20 72.38% 68.38%
Pennsylvania ....... 2 21,940,061 4.28 5.405% 117 1.29 78.81% 64.99%
Maryland ........... 2 20,780,000 4.05 5.228% 119 1.32 74.78% 66.87%
Michigan ........... 1 16,500,000 3.22 5.150% 118 1.24 77.65% 71.77%
California ......... 4 16,320,000 3.18 5.321% 119 2.30 33.27% 29.03%
Georgia ............ 1 16,300,000 3.18 5.200% 118 1.22 78.84% 72.93%
Oklahoma ........... 2 14,558,971 2.84 5.416% 117 1.29 76.23% 63.69%
Connecticut ........ 1 9,250,000 1.80 5.190% 118 1.78 68.52% 68.52%
Kentucky ........... 1 7,100,000 1.38 5.240% 120 1.34 80.00% 72.65%
Louisiana .......... 1 6,500,000 1.27 5.340% 119 1.52 79.75% 73.93%
Washington ......... 1 5,583,675 1.09 5.615% 117 1.24 77.55% 65.21%
Arizona ............ 1 3,600,000 0.70 5.060% 119 1.63 70.59% 70.59%
--- -------------- ------
TOTAL/WEIGHTED
AVERAGE .......... 41 $513,040,753 100.00% 5.259% 98 1.41X 74.82% 69.81%
=== ============== ======
RANGE OF DEBT SERVICE COVERAGE RATIOS AS OF THE CUT-OFF DATE -
ALL MORTGAGE LOANS
WEIGHTED AVERAGES
----------------------------------------------------------
% OF
NUMBER AGGREGATE OUTSTANDING
RANGE OF DEBT OF CUT-OFF INITIAL STATED CUT-OFF
SERVICE COVERAGE MORTGAGED DATE POOL MORTGAGE REMAINING DATE LTV LTV RATIO AT
RATIO LOANS BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
1.20x - 1.29x ...... 40 $548,695,402 24.01% 5.386% 117 1.24x 73.82% 64.58%
1.30x - 1.39x ...... 27 382,696,852 16.74 5.283% 112 1.33 73.41% 63.92%
1.40x - 1.49x ...... 22 430,438,699 18.83 5.467% 105 1.43 71.03% 64.81%
1.50x - 1.59x ...... 23 211,918,724 9.27 5.372% 109 1.54 74.25% 66.69%
1.60x - 1.74x ...... 14 266,808,011 11.67 5.213% 117 1.65 68.46% 65.24%
1.75x - 1.99x ...... 5 35,896,579 1.57 5.557% 117 1.82 65.62% 54.54%
2.00x - 2.49x ...... 5 340,180,000 14.88 5.415% 98 2.26 48.66% 48.49%
2.50x - 3.61x ...... 2 69,000,000 3.02 4.759% 119 3.60 51.02% 50.86%
--- -------------- ------
TOTAL/WEIGHTED
AVERAGE .......... 138 $2,285,634,268 100.00% 5.350% 110 1.60X 68.08% 61.82%
=== ============== ======
S-108
RANGE OF DEBT SERVICE COVERAGE RATIOS AS OF THE CUT-OFF DATE--LOAN GROUP 1
WEIGHTED AVERAGES
-----------------------------------------------------------
NUMBER % OF
RANGE OF DEBT OF AGGREGATE LOAN STATED CUT-OFF
SERVICE COVERAGE MORTGAGED CUT-OFF GROUP 1 MORTGAGE REMAINING DATE LTV LTV RATIO AT
RATIO LOANS DATE BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
1.20X - 1.29X ...... 26 $ 363,595,268 20.51% 5.412% 124 1.24X 72.87% 62.77%
1.30x - 1.39x ...... 19 320,126,232 18.06 5.241% 111 1.33 73.09% 63.56%
1.40x - 1.49x ...... 19 283,738,699 16.01 5.652% 116 1.43 68.57% 60.73%
1.50x - 1.59x ...... 18 118,598,724 6.69 5.506% 120 1.54 71.07% 58.26%
1.60x - 1.74x ...... 13 263,208,011 14.85 5.215% 117 1.65 68.43% 65.16%
1.75x - 1.99x ...... 4 26,646,579 1.50 5.684% 117 1.83 64.61% 49.68%
2.00x - 2.49x ...... 3 331,680,000 18.71 5.419% 97 2.26 49.06% 49.00%
2.50x - 3.61x ...... 1 65,000,000 3.67 4.725% 119 3.61 52.84% 52.84%
--- -------------- ------
TOTAL/WEIGHTED
AVERAGE .......... 103 $1,772,593,514 100.00% 5.377% 114 1.65X 66.13% 59.50%
=== ============== ======
RANGE OF DEBT SERVICE COVERAGE RATIOS AS OF THE CUT-OFF DATE--LOAN GROUP 2
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER % OF
RANGE OF DEBT OF AGGREGATE LOAN STATED CUT-OFF
SERVICE COVERAGE MORTGAGED CUT-OFF GROUP 2 MORTGAGE REMAINING DATE LTV LTV RATIO AT
RATIO LOANS DATE BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
1.20x - 1.24x ...... 6 $ 95,427,417 18.60% 5.354% 114 1.21x 76.66% 70.12%
1.25x - 1.34x ...... 12 112,939,181 22.01 5.322% 93 1.27 75.46% 66.58%
1.35x - 1.49x ...... 7 186,004,155 36.26 5.207% 92 1.41 75.20% 70.84%
1.50x - 1.74x ...... 6 96,920,000 18.89 5.198% 96 1.55 78.01% 77.15%
1.75x - 1.99x ...... 1 9,250,000 1.80 5.190% 118 1.78 68.52% 68.52%
2.00x - 3.40x ...... 3 12,500,000 2.44 5.267% 119 2.59 29.20% 25.42%
--- ------------ ------
TOTAL/WEIGHTED
AVERAGE .......... 35 $513,040,753 100.00% 5.259% 98 1.41X 74.82% 69.81%
=== ============ ======
RANGE OF LTV RATIOS AS OF THE CUT-OFF DATE--ALL MORTGAGE LOANS
WEIGHTED AVERAGES
----------------------------------------------------------
% OF
NUMBER AGGREGATE OUTSTANDING
RANGE OF LTV OF CUT-OFF INITIAL STATED CUT-OFF
RATIOS AS OF THE MORTGAGED DATE POOL MORTGAGE REMAINING DATE LTV LTV RATIO AT
CUT-OFF DATE LOANS BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
21.51% - 50.00% .... 8 $ 139,529,101 6.10% 5.250% 71 2.30X 41.72% 38.79%
50.01% - 60.00% .... 6 351,479,351 15.38 5.433% 126 2.30 53.64% 51.21%
60.01% - 70.00% .... 22 641,936,766 28.09 5.365% 115 1.48 66.69% 61.36%
70.01% - 75.00% .... 51 398,580,234 17.44 5.427% 103 1.41 72.94% 63.81%
75.01% - 80.00% .... 50 737,238,816 32.26 5.277% 109 1.34 78.25% 70.44%
80.01% - 80.33% .... 1 16,870,000 0.74 5.300% 120 1.47 80.33% 66.68%
--- -------------- ------
TOTAL/WEIGHTED
AVERAGE .......... 138 $2,285,634,268 100.00% 5.350% 110 1.60X 68.08% 61.82%
=== ============== ======
S-109
RANGE OF LTV RATIOS AS OF THE CUT-OFF DATE--LOAN GROUP 1
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER % OF
RANGE OF LTV OF AGGREGATE LOAN STATED CUT-OFF
RATIOS AS OF THE MORTGAGED CUT-OFF GROUP 1 MORTGAGE REMAINING DATE LTV LTV RATIO AT
CUT-OFF DATE LOANS DATE BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
32.16% - 50.00% .... 4 $123,209,101 6.95% 5.241% 65 2.31x 42.84% 40.08%
50.01% - 60.00% .... 6 351,479,351 19.83 5.433% 126 2.30 53.64% 51.21%
60.01% - 70.00% .... 20 626,443,024 35.34 5.369% 116 1.48 66.65% 61.23%
70.01% - 75.00% .... 42 269,995,876 15.23 5.460% 108 1.44 72.91% 62.00%
75.01% - 80.00% .... 30 384,596,163 21.70 5.328% 118 1.30 78.77% 68.42%
80.01% - 80.33% .... 1 16,870,000 0.95 5.300% 120 1.47 80.33% 66.68%
--- -------------- ------
Total/Weighted
Average .......... 103 $1,772,593,514 100.00% 5.377% 114 1.65x 66.13% 59.50%
=== ============== ======
RANGE OF LTV RATIOS AS OF THE CUT-OFF DATE--LOAN GROUP 2
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER % OF
RANGE OF LTV OF AGGREGATE LOAN STATED CUT-OFF
RATIOS AS OF THE MORTGAGED CUT-OFF GROUP 2 MORTGAGE REMAINING DATE LTV LTV RATIO AT
CUT-OFF DATE LOANS DATE BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
21.51% - 60.00% .... 4 $16,320,000 3.18% 5.321% 119 2.30X 33.27% 29.03%
60.01% - 70.00% .... 2 15,493,742 3.02 5.214% 94 1.55 68.56% 66.53%
70.01% - 75.00% .... 9 128,584,358 25.06 5.359% 91 1.33 73.00% 67.62%
75.01% - 77.50% .... 6 184,558,971 35.97 5.172% 84 1.42 76.21% 72.76%
77.51% - 80.00% .... 14 168,083,682 32.76 5.276% 118 1.35 79.28% 72.52%
--- ------------ ------
TOTAL/WEIGHTED
AVERAGE .......... 35 $513,040,753 100.00% 5.259% 98 1.41X 74.82% 69.81%
=== ============ ======
RANGE OF LTV RATIOS AS OF THE MATURITY DATES--ALL MORTGAGE LOANS
WEIGHTED AVERAGES
----------------------------------------------------------
% OF
NUMBER AGGREGATE OUTSTANDING
RANGE OF LTV OF CUT-OFF INITIAL STATED CUT-OFF
RATIOS AS OF THE MORTGAGED DATE POOL MORTGAGE REMAINING DATE LTV LTV RATIO AT
MATURITY DATE LOANS BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
0.00% - 30.00% ..... 6 $ 26,701,172 1.17% 5.329% 167 2.00x 40.93% 13.21%
30.01% - 40.00% .... 1 3,000,000 0.13 5.130% 119 2.09 38.17% 33.14%
40.01% - 50.00% .... 10 193,470,444 8.46 5.483% 99 1.94 50.22% 44.11%
50.01% - 60.00% .... 37 743,690,640 32.54 5.444% 118 1.87 61.28% 55.25%
60.01% - 70.00% .... 64 888,102,012 38.86 5.311% 111 1.40 73.77% 66.45%
70.01% - 75.00% .... 16 257,470,000 11.26 5.285% 107 1.32 78.06% 72.99%
75.01% - 80.00% .... 4 173,200,000 7.58 5.104% 82 1.45 77.87% 77.39%
--- -------------- ------
TOTAL/WEIGHTED
AVERAGE .......... 138 $2,285,634,268 100.00% 5.350% 110 1.60X 68.08% 61.82%
=== ============== ======
S-110
RANGE OF LTV RATIOS AS OF THE MATURITY DATES--LOAN GROUP 1
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER % OF
RANGE OF LTV OF AGGREGATE LOAN STATED CUT-OFF
RATIOS AS OF THE MORTGAGED CUT-OFF GROUP 1 MORTGAGE REMAINING DATE LTV LTV RATIO AT
MATURITY DATE LOANS DATE BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
0.00% - 40.00% ..... 4 $ 17,201,172 0.97% 5.339% 193 1.58x 48.97% 7.82%
40.01% - 50.00% .... 9 189,650,444 10.70 5.483% 98 1.95 50.30% 44.17%
50.01% - 60.00% .... 36 740,138,832 41.75 5.443% 118 1.87 61.23% 55.23%
60.01% - 70.00% .... 45 645,333,066 36.41 5.293% 112 1.42 73.47% 66.36%
70.01% - 75.08% .... 9 180,270,000 10.17% 5.297% 108 1.32 78.23% 73.55%
--- -------------- ------
TOTAL/WEIGHTED
AVERAGE .......... 103 $1,772,593,514 100.00% 5.377% 114 1.65X 66.13% 59.50%
=== ============== ======
RANGE OF LTV RATIOS AS OF THE MATURITY DATES--LOAN GROUP 2
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER % OF
RANGE OF LTV OF AGGREGATE LOAN STATED CUT-OFF
RATIOS AS OF THE MORTGAGED CUT-OFF GROUP 2 MORTGAGE REMAINING DATE LTV LTV RATIO AT
MATURITY DATE LOANS DATE BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
18.75% - 40.00% .... 3 $ 12,500,000 2.44% 5.267% 119 2.59x 29.20% 25.42%
40.01% - 50.00% .... 1 3,820,000 0.74 5.500% 119 1.35 46.59% 40.81%
50.01% - 60.00% .... 1 3,551,808 0.69 5.690% 119 1.28 71.04% 59.74%
60.01% - 70.00% .... 19 242,768,946 47.32 5.360% 106 1.34 74.57% 66.70%
70.01% - 75.00% .... 8 95,900,000 18.69 5.281% 108 1.32 78.05% 72.36%
75.01% - 80.00% .... 3 154,500,000 30.11 5.071% 78 1.48 77.67% 77.67%
--- ------------- ------
TOTAL/WEIGHTED
AVERAGE .......... 35 $513,040,753 100.00% 5.259% 98 1.41X 74.82% 69.81%
=== ============= ======
RANGE OF MORTGAGE RATES AS OF THE CUT-OFF DATE--ALL MORTGAGE LOANS
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER % OF
RANGE OF MORTGAGE OF AGGREGATE LOAN STATED CUT-OFF
RATES AS OF THE MORTGAGED CUT-OFF GROUP 1 MORTGAGE REMAINING DATE LTV LTV RATIO AT
CUT-OFF DATE LOANS DATE BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
4.725% - 4.999% .... 2 $ 150,000,000 6.56 4.878% 86 2.37x 66.29% 66.29%
5.000% - 5.249% .... 31 760,108,009 33.26 5.148% 107 1.58 67.93% 63.22%
5.250% - 5.449% .... 48 571,081,210 24.99 5.308% 104 1.39 73.08% 65.00%
5.450% - 5.749% .... 40 504,829,660 22.09 5.546% 118 1.74 64.31% 57.41%
5.750% - 6.000% .... 17 299,615,389 13.11 5.852% 129 1.40 66.14% 57.37%
--- -------------- ------
TOTAL/WEIGHTED
AVERAGE .......... 138 $2,285,634,268 100.00% 5.350% 110 1.60X 68.08% 61.82%
=== ============== ======
RANGE OF MORTGAGE RATES AS OF THE CUT-OFF DATE--LOAN GROUP 1
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER % OF
RANGE OF MORTGAGE OF AGGREGATE LOAN STATED CUT-OFF
RATES AS OF THE MORTGAGED CUT-OFF GROUP 1 MORTGAGE REMAINING DATE LTV LTV RATIO AT
CUT-OFF DATE LOANS DATE BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
4.725% - 4.999% .... 1 $ 5,000,000 3.67% 4.725% 119 3.61X 52.84% 52.84%
5.000% - 5.249% .... 20 631,904,346 35.65 5.151% 105 1.61 66.24% 61.33%
5.250% - 5.449% .... 35 356,763,407 20.13 5.308% 110 1.37 72.72% 63.50%
5.450% - 5.749% .... 31 435,310,372 24.56 5.547% 118 1.82 62.80% 56.28%
5.750% - 6.000% .... 16 283,615,389 16.00 5.855% 130 1.40 65.73% 56.87%
--- -------------- ------
TOTAL/WEIGHTED
AVERAGE .......... 103 $1,772,593,514 100.00% 5.377% 114 1.65X 66.13% 59.50%
=== ============== ======
S-111
RANGE OF MORTGAGE RATES AS OF THE CUT-OFF DATE--LOAN GROUP 2
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER % OF
RANGE OF MORTGAGE OF AGGREGATE LOAN STATED CUT-OFF
RATES AS OF THE MORTGAGED CUT-OFF GROUP 2 MORTGAGE REMAINING DATE LTV LTV RATIO AT
CUT-OFF DATE LOANS DATE BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
4.995% - 4.999% .... 1 $ 85,000,000 16.57% 4.995% 60 1.42x 76.58% 76.58%
5.000% - 5.249% .... 11 128,203,664 24.99 5.133% 118 1.44 76.28% 72.53%
5.250% - 5.449% .... 13 214,317,803 41.77 5.309% 94 1.42 73.68% 67.50%
5.450% - 5.749% .... 9 69,519,287 13.55 5.537% 118 1.27 73.76% 64.50%
5.750% - 5.800% .... 1 16,000,000 3.12 5.800% 118 1.38 73.56% 66.21%
--- ------------ ------
TOTAL/WEIGHTED
AVERAGE .......... 35 $513,040,753 100.00% 5.259% 98 1.41X 74.82% 69.81%
=== ============ ======
RANGE OF REMAINING TERMS TO MATURITY IN MONTHS--ALL MORTGAGE LOANS
WEIGHTED AVERAGES
----------------------------------------------------------
% OF
NUMBER AGGREGATE OUTSTANDING
RANGE OF REMAINING OF CUT-OFF INITIAL STATED CUT-OFF
TERMS TO MORTGAGED DATE POOL MORTGAGE REMAINING DATE LTV LTV RATIO AT
MATURITY LOANS BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
54 - 84 ............ 18 $ 419,443,382 18.35% 5.218% 61 1.64x 65.89% 63.56%
85 - 119 ........... 83 1,312,341,452 57.42 5.345% 118 1.67 68.41% 62.38%
120 - 299 .......... 37 553,849,434 24.23 5.464% 128 1.41 68.96% 59.17%
--- -------------- ------
TOTAL/WEIGHTED
AVERAGE .......... 138 $2,285,634,268 100.00% 5.350% 110 1.60X 68.08% 61.82%
=== ============== ======
RANGE OF REMAINING TERMS TO MATURITY IN MONTHS--LOAN GROUP 1
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER % OF
RANGE OF REMAINING OF AGGREGATE LOAN STATED CUT-OFF
TERMS TO MORTGAGED CUT-OFF GROUP 1 MORTGAGE REMAINING DATE LTV LTV RATIO AT
MATURITY LOANS DATE BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
54 - 84 ............ 12 $ 242,494,043 13.68% 5.275% 63 1.82x 58.96% 56.14%
85 - 119 ........... 58 1,082,670,037 61.08 5.339% 118 1.73 67.42% 61.81%
120 - 299 .......... 33 447,429,434 25.24 5.523% 130 1.39 66.88% 55.74%
--- -------------- ------
TOTAL/WEIGHTED
AVERAGE .......... 103 $1,772,593,514 100.00% 5.377% 114 1.65X 66.13% 59.50%
=== ============== ======
RANGE OF REMAINING TERMS TO MATURITY IN MONTHS--LOAN GROUP 2
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER % OF
RANGE OF REMAINING OF AGGREGATE LOAN STATED CUT-OFF
TERMS TO MORTGAGED CUT-OFF GROUP 2 MORTGAGE REMAINING DATE LTV LTV RATIO AT
MATURITY LOANS DATE BALANCE BALANCE RATE TERM (MOS.) DSCR RATIO MATURITY
- -------------------- ----------- ------------ ---------- ---------- ------------ ------ ----------- ------------
58 - 84 ............ 6 $176,949,339 34.49% 5.139% 60 1.40x 75.38% 73.72%
85 - 119 ........... 25 229,671,414 44.77 5.373% 118 1.38 73.05% 65.06%
120 - 120 .......... 4 106,420,000 20.74 5.215% 120 1.47 77.69% 73.57%
--- ------------ ------
TOTAL/WEIGHTED
AVERAGE .......... 35 $513,040,753 100.00% 5.259% 98 1.41X 74.82% 69.81%
=== ============ ======
S-112
CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS
CALCULATION OF INTEREST. 14.31% of the Mortgage Loans, based on the Initial
Outstanding Pool Balance or 18.45% based on Initial Loan Group 1 Balance, accrue
interest on the basis of a 360-day year consisting of twelve 30-day months. Six
of these mortgage loans, representing 1.79% of the Initial Outstanding Pool
Balance or 1.38% of the Initial Loan Group 1 Balance and 3.18% of the Initial
Loan Group 2 Balance, require fixed payments of interest during the respective
initial interest-only period, followed by a period of required scheduled
amortization with interest accruing during such period on the basis of a 360-day
year and the actual number of days elapsed and a monthly payment of principal
and interest for the remaining term of the applicable Mortgage Loan. 85.69% of
the Mortgage Loans, based on the Initial Outstanding Pool Balance or 81.55%
based on Initial Loan Group 1 Balance and 100.00% based on Initial Loan Group 2
Balance, accrue interest on the basis of the actual number of days elapsed and a
360-day year.
AMORTIZATION OF PRINCIPAL. The Mortgage Loans provide for one or more of
the following:
76 Mortgage Loans (excluding interest-only and partial interest-only
Mortgage Loans), representing 23.32% of the Initial Outstanding Pool Balance,
23.54% of the Initial Loan Group 1 Balance and 22.57% of the Initial Loan Group
2 Balance, provide for payments of interest and principal and then have an
expected Balloon Balance at the maturity date.
12 Mortgage Loans, representing 34.22% of the Initial Outstanding Pool
Balance, 33.89% of the Initial Loan Group 1 Balance and 35.35% of the Initial
Loan Group 2 Balance, are interest-only for the entire term of the Mortgage
Loans.
47 Mortgage Loans, representing 41.91% of the Initial Outstanding Pool
Balance, 41.86% of the Initial Loan Group 1 Balance and 42.08% of the Initial
Loan Group 2 Balance, provide for payments of interest-only for the first 5 to
70 months following the cut-off date and thereafter provide for regularly
scheduled payments of interest and principal based on an amortization period
longer than the remaining term of the related Mortgage Loan and therefore have
an expected Balloon Balance at the related maturity date.
3 Mortgage Loans, representing 0.55% of the Initial Outstanding Pool
Balance and 0.71% of the Initial Loan Group 1 Balance are fully amortizing.
PREPAYMENT PROVISIONS. The Mortgage Loans generally permit voluntary
prepayment without the payment of any penalty on the last 1 to 7 scheduled
payment dates (including the maturity date). All of the Yield Maintenance
Mortgage Loans prohibit voluntary prepayment for a specified period (the "YIELD
MAINTENANCE LOCK-OUT PERIOD") and all of the Defeasance Loans (other than the
Yorktowne Plaza loan) prohibit Defeasance (as defined below) for at least two
years from the Closing Date (the "DEFEASANCE LOCK-OUT PERIOD" and collectively
with the Yield Maintenance Lock-Out Period the "LOCK-OUT PERIOD"). The weighted
average Lock-Out Period remaining from the Cut-off Date for the Mortgage Loans
is approximately 26 months. Each Mortgage Loan with a Lock-Out Period restricts
voluntary prepayments in one of the following ways:
(1) 126 of the Mortgage Loans (the "DEFEASANCE LOANS"), representing
approximately 95.91% of the Initial Outstanding Pool Balance, 98.57% of the
Initial Loan Group 1 Balance and 86.75% of the Initial Loan Group 2
Balance, permit only defeasance after the expiration of a Defeasance
Lock-Out Period (except with respect to the Yorktowne Plaza loan, which
permits defeasance on the Yorktowne Plaza Defeasance Date). The Defeasance
Loans permit defeasance during the "DEFEASANCE PERIOD"' as set forth on
Annex A-1 under the heading "Prepayment Provisions Payments (# of
payments)." In the case of the Mortgage Loans that permit partial
defeasance, the Mortgage Loan Documents require, among other things, that
the defeasance collateral be in amount equal to a specified percentage,
generally between 110% to 125% of the portion of the total loan amount
allocated to the Mortgaged Property that is to be released (such amount,
the "ALLOCATED LOAN AMOUNT"). Exceptions include:
o the Lakewood Center Loan, which permits partial defeasance with
defeasance collateral in an amount equal to 100% of the current
appraised value of the parcel to be released;
o the Kaiser Center Loan, which permits partial defeasance with
defeasance collateral in an amount equal to the product of (i) the
original principal balance of such Mortgage Loan and (ii) the
S-113
percentage obtained by dividing the value of the portion of the Mortgaged
Property being released by the total value of the Mortgaged Property
prior to such release;
o the Private Mini Storage Portfolio loan, which permits partial
defeasance, under certain limited circumstances with defeasance
collateral in an amount equal to 100% of the Allocated Loan Amount of
the parcel to be released; (see "--Property Releases in this prospectus
supplement");
o the Barrett Apartments loan and the Snowmass Village Mall loan, both of
which permit partial defeasance with defeasance collateral in an amount
equal to a predetermined amount set forth in the related Mortgage Loan
Documents; and
o the Maytag Industrial Office loan permits partial defeasance with
defeasance collateral in an amount equal to the amount necessary to
reduce the principal amount of the related Mortgage Loan such that the
remaining portion of the Mortgaged Property satisfies certain LTV
and/or DSCR tests.
(2) 11 of the Mortgage Loans (the "YIELD MAINTENANCE LOANS"),
representing approximately 3.77% of the Initial Outstanding Pool Balance,
1.03% of the Initial Loan Group 1 Balance and 13.25% of the Initial Loan
Group 2 Balance, permit voluntary prepayment of the Mortgage Loan
accompanied by a Yield Maintenance Charge or a Prepayment Premium following
the expiration of a Lock-Out Period until the commencement of the open
period for such Mortgage Loan (such period, the "YIELD MAINTENANCE
PERIOD"). With respect to the Yield Maintenance Loans, the expiration of
the Yield Maintenance Lock-Out Period is identified on Annex A-1 under the
heading "Prepayment Provisions (# of Payments)"; or
(3) 1 of the Mortgage Loans, representing 0.31% of the outstanding
pool balance and 0.41% of the Loan Group 1 balance as of the cut-off date,
permits defeasance or prepayment with a Yield Maintenance Charge (which
charge is at least 1% of the prepaid amount) following a Defeasance
Lock-Out Period.
One of the Mortgage Loans, representing approximately 0.95% of the initial
Outstanding Pool Balance and 1.23% of the Initial Loan Group 1 Balance, permits
defeasance on or after June 29, 2007. GMACCM will be required to purchase such
Mortgage Loan from the Trust immediately prior to the borrower defeasing such
Mortgage Loan if the defeasance would occur prior to the Yorktowne Plaza
Defeasance Date at the Repurchase Price plus the Yorktowne Plaza Yield
Maintenance Amount.
"YIELD MAINTENANCE CHARGE" means (other than with respect to the Yorktowne
Plaza loan):
o with respect to the Mortgage Loans known as (1) "The Villas of Bristol
Height Apartments," representing approximately 1.23% of the Initial
Outstanding Pool Balance and 5.46% of the Initial Loan Group 2 Balance,
(2) "Livermore Valley Shopping Center," representing approximately
0.31% of the Initial Outstanding Pool Balance and 0.41% of the Initial
Loan Group 1 Balance, (3) "County of Los Angeles Building,"
representing approximately 0.30% of the Initial Outstanding Pool
Balance and 0.39% of the Initial Loan Group 1 Balance, (4) "Wyndham on
the Creek Apartments," representing approximately 0.16% of the Initial
Outstanding Pool Balance and 0.69% of the Initial Loan Group 2 Balance,
(5) "Saddlewood Center," representing approximately 0.27% of the
Initial Outstanding Pool Balance and 0.35% of the Initial Loan Group 1
Balance, (6) "Swarts & Swarts Office Building," representing
approximately 0.22% of the Initial Outstanding Pool Balance and 0.29%
of the Initial Loan Group 1 Balance, (7) "Oaks of Ashford Apartment
Homes," representing approximately 0.38% of the Initial Outstanding
Pool Balance and 1.71% of the Initial Loan Group 2 Balance, (8) "The
Center Place Apartments," representing approximately 0.15% of the
Initial Outstanding Pool Balance and 0.65% of the Initial Loan Group 2
Balance, (9) "Ridge Park Apartments," representing approximately 0.15%
of the Initial Outstanding Pool Balance and 0.68% of the Initial Loan
Group 2 Balance and (10) "Oaks of Ashford Point Apt Homes II,"
representing approximately 0.11% of the Initial Outstanding Pool
Balance and 0.51% of the Initial Loan Group 2 Balance, an amount equal
to the greater of (i) 1% of the principal amount being prepaid (or
repurchased, as applicable) or (ii) the present value, as of the
prepayment (or repurchase, as applicable) date, of the remaining
scheduled payments of principal and interest
S-114
from the prepayment (or repurchase, as applicable) date through the
maturity date (including any Balloon Payment) determined by discounting
such payments at the Discount Rate, less the amount of principal being
prepaid.The term "DISCOUNT RATE" in connection with these Mortgage
Loans generally means the rate, which, when compounded monthly, is
equivalent to the Treasury Rate when compounded semi-annually, and the
term "TREASURY RATE" in connection with these Mortgage Loans means the
yield calculated by the linear interpolation of the yields, as reported
in Federal Reserve Statistical Release H.15-Selected Interest Rates
("RELEASE H.15") under the heading U.S. Government Securities/ Treasury
Constant Maturities for the week ending prior to the prepayment (or
repurchase, as applicable) date, of Securities/Treasury Constant
Maturities for the week ending prior to the prepayment (or repurchase,
as applicable) date, of U.S. Treasury Constant Maturities with maturity
dates (one longer and one shorter) most nearly approximating the
maturity date of the respective Mortgage Loan. In the event Release
H.15 is no longer published, the lender will select a comparable
publication to determine the Treasury Rate;
o with respect to the Mortgage Loans known as (1) Dominion at Riata
representing approximately 0.51% of the Initial Outstanding Pool
Balance and 2.28% of the Initial Loan Group 2 Balance, (2) Summer Trace
Apartments, representing approximately 0.28% of the Initial Outstanding
Pool Balance and 1.27% of the Initial Loan Group 2 Balance and (3), the
Yorktowne Plaza loan, representing 0.95% of the Initial Outstanding
Pool Balance and 1.23% of the Initial Loan Group 1 Balance, an amount
equal to the greater of (i) 1% of the principal amount being prepaid,
or the excess, if any, of (ii) the present value, as of the prepayment
date, of the remaining scheduled payments of principal and interest
from the prepayment date through the maturity date determined by
discounting such payments at the Discount Rate, based on a 360-day year
of twelve 30-day months, less the amount of principal being prepaid
(such amount, when paid by GMACCM in connection with a repurchase of
the Yorktowne Plaza loan upon an early defeasance thereof, the
"Yorktowne Plaza Yield Maintenance Amount"). The term "DISCOUNT RATE"
in connection with these Mortgage Loans generally means the rate, which
is equivalent to the Treasury Rate and the term "TREASURY RATE" in
connection with these Mortgage Loans means the yield calculated by the
linear interpolation of the yields, as reported in Federal Reserve
Statistical Release H.15-Selected Interest Rates ("RELEASE H.15") under
the heading U.S. Government Securities/ Treasury Constant Maturities
for the week ending prior to the prepayment date, of
Securities/Treasury Constant Maturities for the week ending prior to
the prepayment date, of U.S. Treasury Constant Maturities with maturity
dates (one longer and one shorter) most nearly approximating the
maturity date of the respective Mortgage Loan. In the event Release
H.15 is no longer published, the lender will select a comparable
publication to determine the Treasury Rate; and
"PREPAYMENT PREMIUM" means, with respect to any Mortgage Loan, any premium,
fee or other additional amount (other than a Yield Maintenance Charge) paid or
payable, as the context requires, by a borrower in connection with a Principal
Prepayment on, or other early collection of principal of, that Mortgage Loan.
Prepayment Premiums and Yield Maintenance Charges are distributable as
described in this prospectus supplement under "DESCRIPTION OF THE OFFERED
CERTIFICATES--PREPAYMENT PREMIUMS AND YIELD MAINTENANCE CHARGES."
All of the Mortgage Loans that permit prepayments require that the
prepayment be made on the Due Date or, if on a different date, that any
prepayment be accompanied by the interest that would accrue through but
excluding the next Due Date.
Certain state laws limit the amounts that a lender 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 Yield
Maintenance Charges in connection with a prepayment of the related Mortgage Loan
as a result of a total casualty or condemnation. Certain of the Mortgage Loans
may require the payment of Prepayment Premiums or Yield Maintenance Charges in
connection with an
S-115
acceleration of the related Mortgage Loan. There can be no assurance that the
related borrowers will pay the Prepayment Premiums or Yield Maintenance Charges.
See "RISK FACTORS--RISKS RELATED TO THE OFFERED CERTIFICATES--RISKS RELATED TO
ENFORCEABILITY OF PREPAYMENT PREMIUMS, YIELD MAINTENANCE CHARGES AND DEFEASANCE
PROVISIONS" in this prospectus supplement and "CERTAIN LEGAL ASPECTS OF MORTGAGE
LOANS--DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS" in the prospectus.
In the case of most of the Mortgage Loans, if an award or loss resulting
from an event of condemnation or casualty is less than a specified percentage of
the original principal balance of the Mortgage Loan, the proceeds or award may
be applied by the borrower to the costs of repairing or replacing the Mortgaged
Property. In all other circumstances, the Mortgage Loans provide generally that
in the event of a condemnation or casualty, the lender may apply the
condemnation award or insurance proceeds to the repayment of debt, without
payment of a Prepayment Premium or a Yield Maintenance Charge.
Certain Mortgage Loans provide that if casualty or condemnation proceeds
are above a specified amount, the borrower will be permitted to supplement such
proceeds with an amount sufficient to prepay the entire principal balance of the
Mortgage Loan. In such event, no Prepayment Premium or Yield Maintenance Charge
would be required to be paid.
Neither the Depositor nor any of the Mortgage Loan Sellers makes any
representation as to the enforceability of the provision of any Mortgage Loan
requiring the payment of a Prepayment Premium or a Yield Maintenance Charge, or
of the collectability of any Prepayment Premium or Yield Maintenance Charge. See
"RISK FACTORS--RISKS RELATED TO THE OFFERED CERTIFICATES--RISK RELATED TO
PREPAYMENTS AND REPURCHASES" and "--YIELD CONSIDERATIONS" in this prospectus
supplement and "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS-DEFAULT INTEREST AND
LIMITATIONS ON PREPAYMENTS" in the prospectus.
PROPERTY RELEASES. Certain of the Mortgage Loans contain provisions that
permit the related borrower to release all or a portion of the Mortgaged
Property or Mortgaged Properties securing such Mortgage Loan.
All of the Defeasance Loans permit the applicable borrower, after the
Defeasance Lock-Out Period, to obtain a release of the Mortgaged Property from
the lien of the related Mortgage ("DEFEASANCE" or, the option to cause a
Defeasance, the "DEFEASANCE OPTION"), provided that, among other conditions, (a)
no event of default exists, (b) the borrower pays on a Due Date (the "RELEASE
DATE") (i) all interest accrued and unpaid on the principal balance of the Note
(or, with respect to a partial Defeasance, a portion of the Note) to and
including the Release Date and (ii) all other sums, excluding scheduled interest
or principal payments, due under the Mortgage Loan and all related Mortgage Loan
Documents, and (c) the borrower delivers "government securities" (within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended)
or such other securities as permitted by the Code with respect to a Defeasance,
that is acceptable to the Rating Agencies (the "DEFEASANCE COLLATERAL") in an
amount sufficient to make payments on or prior to, but as close as possible to,
all successive scheduled payment dates from the Release Date to the related
maturity date, or in certain cases, through the date on which the mortgage loan
is freely prepayable, in amounts equal to the scheduled payments due on such
dates under the Mortgage Loan or the defeased amount thereof in the case of a
partial Defeasance. In addition, in connection with a Defeasance, the related
borrower is generally required to (i) pay any costs and expenses incurred in
connection with the Defeasance and (ii) deliver a security agreement granting
the Trust a first priority lien on the Defeasance Collateral and an opinion of
counsel to such effect. With respect to all of the Defeasance Loans (other than
Yorktowne Plaza mortgage loan, the Defeasance Lock-Out Period is at least two
years from the Closing Date.
With respect to the Mortgage Loan known as "Yorktowne Plaza," representing
approximately 0.95% of the Initial Outstanding Pool Balance and 1.23% of the
Initial Loan Group 1 Balance, the borrower is permitted to defease the Mortgage
Loan on or after June 29, 2007. GMACCM will be required to purchase such
Mortgage Loan from the Trust immediately prior to the borrower defeasing such
Mortgage Loan if the defeasance occurs prior to the Yorktowne Plaza Defeasance
Date at the Repurchase Price plus the Yorktowne Plaza Yield Maintenance Amount.
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In some cases, a successor borrower will assume the obligations of the
borrower exercising a Defeasance Option and the original borrower will be
released from its obligations under the related Mortgage Loan Documents. If a
Mortgage Loan is partially defeased and the successor borrower will be assuming
the borrower's obligations, the related Note will generally be split and only
the defeased portion of the borrower's obligations will be transferred to the
successor borrower.
In the case of the cross collateralized and cross defaulted Mortgage Loans
identified on Annex A-1 as:
o Indian Trail Shopping Center, Walker Springs Community Shopping Center
and High Point Center, collectively representing 1.39% of the Initial
Outstanding Pool Balance and 1.79% of the Initial Loan Group 1 Balance,
o Petco - Pembroke Pines, Petco- Plantation, Petco - Overland Park, Petco
- Boardman, Petco - Canton and Petco - Mentor, collectively
representing 1.00% of the Initial Outstanding Pool Balance and 1.29% of
the Initial Loan Group 1 Balance, or
o Independence - East Lansing, and Independence - Raleigh, collectively
representing 0.94% of the Initial Outstanding Pool Balance and 1.21% of
the Initial Loan Group 1 Balance,
the related Mortgage Loan Documents generally permit each of the related
borrowers to obtain a release of the related individual Mortgaged Property
securing the related Mortgage Loan from the cross collateralization in the event
of a defeasance of such Mortgage Loan or approved transfer of such Mortgaged
Property if the remaining Mortgaged Properties meet certain debt service
coverage ratio and loan-to-value ratio tests.
In the case of the Mortgage Loan known as the Private Mini Storage
Portfolio loan, representing approximately 6.33% of the Initial Outstanding Pool
Balance and 8.17% of the Initial Loan Group 1 Balance, in the event (i) the
Mortgage Loan is accelerated upon an incurable breach of a representation or
warranty with respect to any individual property securing such Mortgage Loan,
(ii) the lender does not make condemnation or casualty proceeds available to the
borrower for restoration, or (iii) an individual property is determined by the
borrower to be no longer economically viable and the lender approves such
determination, the borrower is permitted to obtain a release of such affected
property upon partial defeasance of such Mortgage Loan in an amount equal to
100% of the allocated loan amount for such individual property. Such partial
defeasance must be performed in compliance with the conditions generally
applicable to Defeasances as described above.
The Depositor makes no representation as to the enforceability of the
defeasance provisions of any Mortgage Loan. See "RISK FACTORS--RISKS RELATED TO
THE OFFERED CERTIFICATES--RISKS RELATED TO PREPAYMENTS AND REPURCHASES" and
"--YIELD CONSIDERATIONS" in this prospectus supplement.
In addition to the release by substitution of a Mortgaged Property securing
a Mortgage Loan for Defeasance Collateral, certain of the Mortgage Loans permit
the release of a Mortgaged Property or portion thereof as follows:
o the release of a Mortgaged Property or a portion of a Mortgaged
Property where such property is vacant and non-income producing or was
given no material value or little value in connection with loan
origination and underwriting criteria; and
o with respect to the Mortgage Loan known as the "Lakewood Center" loan,
representing approximately 9.54% of the Initial Outstanding Pool
Balance and 12.30% of the Initial Loan Group 1 Balance, the Mortgage
Loan Documents permit (i) the partial defeasance and release of a
currently undetermined portion of the Mortgaged Property (subject to
the satisfaction of certain conditions in the Mortgage Loan Documents,
including that the borrower deliver defeasance collateral in an amount
equal to the then current appraised value of the parcel to be released
and that the release of this parcel will not result in a loss of more
than 25,000 rentable square feet of retail space), (ii) the borrower to
purchase a parcel (not currently part of the Mortgaged Property) that
is improved with a Macy's store (the "Macy's Parcel"), to extend the
lien of the Mortgage to include the Macy's Parcel, and thereafter,
permit the borrower to obtain the free release of the Macy's Parcel
from the lien of the Mortgage, (iii) the free release of (1)
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each of the Mervyn's parcel and the May Department Stores parcel, in
each case after December 31, 2005 and (2) unimproved, non-income
producing portions of the Mortgaged Property, provided that the
aggregate fair market value of the unimproved parcels released does not
exceed $5,000,000; and
o with respect to the Mortgage Loan known as the Private Mini Storage
Portfolio loan, representing approximately 6.33% of the Initial
Outstanding Pool Balance and 8.17% of the Initial Loan Group 1 Balance,
the related Mortgage Loan Documents permit substitution of individual
properties securing such Mortgage Loan provided the borrower complies
with certain conditions, including, without limitation: (i) no event of
default existing under the Mortgage Loan Documents, (ii) confirmation
in writing from each rating agency then rating any Certificates that
such substitution will not result in a qualification, withdrawal or
downgrading of the then-current ratings assigned to the Certificates,
and (iii) satisfaction of certain DSCR and LTV tests. In addition, in
the event (A) the Mortgage Loan is accelerated upon an incurable breach
of a representation or warranty with respect to any individual property
securing such Mortgage Loan, (B) the lender does not make condemnation
or casualty proceeds available to the borrower for restoration, or (C)
an individual property is determined by the borrower to be no longer
economically viable and the lender approves such determination, the
borrower has the right to substitute a new property for the affected
individual property. Such substitution must be performed in accordance
with the provisions of the Mortgage Loan Documents relating to property
substitutions.
ESCROWS. Certain of the Mortgage Loans provide for monthly escrows to cover
property taxes, insurance premiums, ground lease payments and ongoing capital
replacements. For information regarding certain escrows, see Annex A-1 to this
prospectus supplement.
OTHER FINANCING. The applicable Mortgage Loan Sellers have informed the
Depositor that they are aware of the following existing or future permitted
indebtedness secured by a Mortgaged Property that also secures a Mortgage Loan
with respect to the Lakewood Center Loan, the General Motors Building Loan, the
Loews Universal Hotel Portfolio Loan, the Indian Trail Shopping Center loan, the
Walker Springs Community Shopping Center loan, the High Point Center loan and
the CVS-Eckerds-Kansas City loan, collectively representing approximately 18.72%
of the Initial Outstanding Pool Balance and 24.14% of Initial Loan Group 1
Balance, the related mortgaged property or properties also secure one or more
Pari Passu Loans and/or B Loans. See "DESCRIPTION OF THE MORTGAGE POOL--SPLIT
LOAN STRUCTURES--THE LAKEWOOD CENTER LOANS," "--THE GENERAL MOTORS BUILDING
LOAN," "--THE LOEWS UNIVERSAL HOTEL PORTFOLIO LOAN" and "--THE PNC/MEZZ CAP
WHOLE LOANS" above.
The Mortgage Loans generally prohibit the related borrower from incurring
unsecured indebtedness other than in the ordinary course of business. Certain
exceptions include:
o with respect to the Mortgage Loan known as "230 South Broad Street",
representing approximately 0.82% of the Initial Outstanding Pool
Balance and 1.05% of the Initial Loan Group 1 Balance, the borrower
incurred $3,300,000 of unsecured debt from an affiliate. The debt is
subject to a subordination and standstill agreement and is payable only
from excess cash available at the Mortgaged Property.
o with respect to the Mortgage Loan known as "Capitol Hill Apartments,"
representing 0.09% of the Initial Outstanding Pool Balance and 0.12% of
the Initial Loan Group 1 Balance, the borrower incurred $1,000,000 of
unsecured subordinated debt. This unsecured debt is subject to a
subordination and standstill agreement;
o with respect to the Mortgage Loan known as "9701 Apollo Drive,"
representing 0.32% of the Initial Outstanding Pool Balance and 0.42% of
the Initial Loan Group 1 Balance, the borrower is permitted to incur
unsecured debt from an affiliate in an amount not greater than
$2,000,000 provided, among other things, the affiliate executes a
standstill agreement.
The Mortgage Loan Documents generally prohibit the pledge or transfer of
controlling ownership interests in the related borrower above certain percentage
thresholds without lender consent, other than certain specified transfers,
including but not limited to:
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o transfers related to family and estate planning,
o transfers related to the death or physical or mental disability of a
controlling holder,
o transfers of less than a controlling interest in the borrower,
o transfers among existing members, partners or shares in the borrower,
o transfers of publicly traded entities,
o transfers among affiliated borrowers with respect to any
cross-collateralized Mortgage Loans or multi-property Mortgage Loans,
o transfers to any person or entity so long as certain specified persons
or entities remain in control of the day to day operations of the
borrower, or
o transfers of a similar nature to the foregoing meeting the requirements
of the Mortgage Loan Documents.
In addition, certain of the Mortgage Loan Documents permit the transfer to
certain qualifying entities, which entities generally are required to satisfy
net worth and/or experience related tests. Also, to the extent Mortgage Loan
Documents permit mezzanine debt or to the extent a non-controlling equity holder
in the borrower is entitled to a preferred return on its investment, under
certain circumstances, a transfer of a controlling interest in the borrower to
the holder of the mezzanine debt or the preferred equity holder may occur
without lender consent and such transfer would not trigger the "due-on-sale"
provision in the related Mortgage Loan Documents.
In addition, the Mortgage Loan Sellers have notified the Depositor that
they are aware of the following existing or potential mezzanine debt:
o with respect to the Mortgage Loan known as "General Motors Building,"
representing approximately 4.77% of the Initial Outstanding Pool
Balance and 6.15% of the Initial Loan Group 1 Balance, equity owners of
the borrower incurred mezzanine debt with an original aggregate balance
of $300,000,000. The mezzanine lenders each entered into an
intercreditor agreement;
o with respect to the Mortgage Loan known as the Private Mini Storage
Portfolio loan, representing approximately 6.33% of the Initial
Outstanding Pool Balance and 8.17% of Initial Loan Group 1 Balance,
equity owners of the borrower incurred mezzanine debt with an original
principal balance of $33,000,000 secured by pledges of direct and
indirect equity interests in the borrower and certain affiliates of the
borrower ("Affiliate Collateral"), which equity interests are owned by
the mezzanine borrower. The mezzanine lender entered into an
intercreditor agreement. In addition, the Mortgage Loan Documents
permit future junior mezzanine debt up to $10,000,000 secured by pledge
of equity interests in the mezzanine borrower, subject to the
satisfaction of certain conditions, including without limitation, a
combined DSCR (after giving effect to the Affiliate Collateral) of not
less than 1.0x, a combined LTV not exceeding the LTV as of the date of
the closing of such Mortgage Loan, and confirmation in writing from
each rating agency then rating any Certificates that such mezzanine
debt will not result in a qualification, withdrawal or downgrading of
the then-current ratings assigned to the Certificates;
o with respect to the Mortgage Loan known as the Communities at Southwood
loan, representing approximately 2.19% of the Initial Outstanding Pool
Balance and 9.75% of the Initial Loan Group 2 Balance, equity owners of
the borrower incurred mezzanine debt with an original aggregate balance
of $4,000,000 secured by a pledge of equity interests in the mezzanine
borrower. The mezzanine lender has entered into an intercreditor
agreement;
o with respect to the Mortgage Loan known as "San Brisas Apartments"
representing approximately 1.47% of the Initial Outstanding Pool
Balance and 1.90% of the Initial Loan Group 1 Balance, the owner of the
beneficial interest in the borrower incurred mezzanine debt
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with an original aggregate balance of $10,000,000. The mezzanine
lenders each entered into an intercreditor agreement;
o with respect to the Mortgage Loan known as the "Loews Universal Hotel
Portfolio," representing approximately 2.84% of the Initial Outstanding
Pool Balance and 3.67% of the Initial Loan Group 1 Balance, the
Mortgage Loan Documents permit future mezzanine debt up to $50,000,000,
subject to the satisfaction of certain conditions including a combined
DSCR of not less than 1.10x and a combined LTV ratio of not greater
than 55%;
o with respect to the Mortgage Loan known as the "Tropicana Center" loan,
representing approximately 2.45% of the Initial Outstanding Pool
Balance and 3.16% of the Initial Loan Group 1 Balance, the Mortgage
Loan Documents permit future mezzanine debt, subject to the
satisfaction of certain conditions including a combined DSCR of at
least 1.25x and a combined LTV ratio of not greater than 80%, in each
case on the full Mortgage Loan balance, including the initial holdback
escrow portion);
o with respect to the Mortgage Loan known as the "1710 Broadway" loan,
representing approximately 1.53% of the Initial Outstanding Pool
Balance and 1.97% of the Initial Loan Group 1 Balance, the Mortgage
Loan Documents permit future mezzanine debt, subject to the
satisfaction of certain conditions including a combined DSCR of at
least 1.10x and a combined LTV ratio of not greater than 90%;
o with respect to the Mortgage Loan known as "Hampton Inn Downtown -- Ft.
Lauderdale City Center," representing approximately 0.60% of the
Initial Outstanding Pool Balance and 0.77% of the Initial Loan Group 1
Balance, future mezzanine debt is permitted subject to the satisfaction
of certain conditions including (i) delivery of an acceptable
intercreditor agreement and (ii) based on a combined Mortgage Loan
balance and mezzanine loan balance, a DSCR and an aggregate LTV
approved by the lender, subject to industry standards as of the
application for approval of the proposed mezzanine debt;
o with respect to the Mortgage Loan known as "Hampton Inn & Suites --
Miami Airport," representing approximately 0.48% of the Initial
Outstanding Pool Balance and 0.62% of the Initial Loan Group 1 Balance,
future mezzanine debt is permitted subject to the satisfaction of
certain conditions including (i) delivery of an acceptable
intercreditor agreement and (ii) based on a combined Mortgage Loan
balance and mezzanine loan balance, a DSCR and an aggregate LTV
approved by the lender, subject to industry standards as of the
application for approval of the proposed mezzanine debt;
o with respect to the Mortgage Loan known as the "Wyndwood Apartments"
loan, representing approximately 0.40% of the Initial Outstanding Pool
Balance and 1.80% of the Initial Loan Group 2 Balance, the Mortgage
Loan Documents permit future mezzanine debt from an institutional
lender in connection with the sale of the Mortgaged Property and
assumption of the Mortgage Loan, subject to the satisfaction of certain
conditions, including a combined DSCR of at least 1.20x and a combined
LTV ratio of not greater than 80%;
o with respect to the Mortgage Loan known as "Livermore Valley Shopping
Center," representing approximately 0.31% of the Initial Outstanding
Pool Balance and 0.41% of the Initial Loan Group 1 Balance, future
mezzanine debt is permitted subject to the satisfaction of certain
conditions including (i) delivery of an acceptable intercreditor
agreement and (ii) based on a combined Mortgage Loan balance and
mezzanine loan balance, a DSCR of not less than 1.30x and an aggregate
LTV of not greater than 70%;
o with respect to the Mortgage Loan known as "Saddlewood Center,"
representing approximately 0.27% of the Initial Outstanding Pool
Balance and 0.35% of the Initial Loan Group 1 Balance, future mezzanine
debt is permitted subject to the satisfaction of certain conditions
including (i) delivery of an acceptable intercreditor agreement and
(ii) based on a combined Mortgage Loan balance and mezzanine loan
balance, a DSCR of not less than 1.07x and an aggregate LTV of not
greater than 85%;
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Certain risks relating to additional debt are described in "RISK
FACTORS--RISKS RELATED TO THE MORTGAGE LOANS--RISKS RELATED TO ADDITIONAL DEBT"
in this prospectus supplement.
"DUE-ON-SALE" AND "DUE-ON-ENCUMBRANCE" PROVISIONS. The Mortgage Loans
generally contain "due-on-sale" and "due-on-encumbrance" clauses that, in each
case, generally permit the holder of the Mortgage Loan to accelerate the
maturity of the Mortgage Loan if the borrower sells or otherwise transfers or
encumbers the related Mortgaged Property (other than as permitted in the
Mortgage Loan Documents) without the consent of the lender. The Pooling and
Servicing Agreement requires each Servicer or the Special Servicer (except with
respect to the Non-Serviced Mortgage Loans and subject to the rights of the
Directing Certificateholder), as applicable, to determine, in a manner
consistent with the Servicing Standard, whether to exercise any right the lender
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. Certain of the Mortgage Loans provide that the
lender may condition an assumption of the loan on the receipt of an assumption
fee, which is in some cases up to one percent of the then unpaid principal
balance of the applicable Note, in addition to the payment of all costs and
expenses incurred in connection with such assumption. Certain of the Mortgage
Loans permit either: (i) a transfer of the related Mortgaged Property if certain
specified conditions are satisfied or if the transfer is to a borrower
reasonably acceptable to the lender; or (ii) transfers to parties related to the
borrower or other transfers permitted under the Mortgage Loan Documents. See
"-Other Financing," in this prospectus supplement and "Description of the
Pooling Agreements-Due-on-Sale and Due-on-Encumbrance Provisions" and "Certain
Legal Aspects of Mortgage Loans-Due-on-Sale and Due-on-Encumbrance Provisions"
in the prospectus. The Depositor makes no representation as to the
enforceability of any due-on-sale or due-on-encumbrance provision in any
Mortgage Loan.
LOANS SUBJECT TO GOVERNMENT ASSISTANCE. Certain of the Mortgage Loans may
be secured now or in the future by Mortgaged Properties that are eligible for
and have received low income housing tax credits pursuant to Section 42 of the
Internal Revenue Code in respect of various units within the Mortgaged Property
or have tenants that rely on rent subsidies under various government-funded
programs, including the Section 8 Tenant-Based Assistance Rental Certificate
Program of the United States Department of Housing and Urban Development. The
Depositor gives no assurance that such programs will be continued in their
present form or that the level of assistance provided will be sufficient to
generate enough revenues for the related borrower to meet its obligations under
the related Mortgage Loan.
DELINQUENCY. As of the Cut-off Date, none of the Mortgage Loans were 30
days or more delinquent, or had been 30 days or more delinquent during the 12
calendar months preceding the Cut-off Date.
BORROWER CONCENTRATIONS. Several groups of Mortgage Loans have related
borrowers that are affiliated with one another through partial or complete
direct or indirect common ownership, with the three largest of these groups
representing 8.49%, 2.48%, and 1.72%, respectively, of the Initial Outstanding
Pool Balance, the three largest of the related loan groups in Loan Group 1
representing approximately 1.79%, 1.77% and 1.39%, respectively, of the Initial
Loan Group 1 Balance and the three largest of the related loan groups in Loan
Group 2 representing approximately 9.85%, 7.67% and 7.31%, respectively, of the
Initial Loan Group 2 Balance. See Annex A-1 for Mortgage Loans with related
borrowers.
SINGLE-TENANT MORTGAGE LOANS. In the case of 35 Mortgaged Properties,
representing 6.70% of the Initial Outstanding Pool Balance and 8.64% of the
Initial Loan Group 1 Balance, one or more of the related Mortgaged Properties
are 100% leased to a single tenant (each such Mortgage Loan, a "SINGLE-TENANT
MORTGAGE LOAN"). The Mortgaged Property securing each Single-Tenant Mortgage
Loan is generally subject to a single space lease, which generally, but not in
all cases, has a primary lease term that expires on or after the scheduled
maturity date of the related Mortgage Loan. See Annex A-1 for loan maturity
dates and lease expiration dates for the three largest tenants. The amount of
the monthly rental payments payable by the tenant under the lease is equal to or
greater than the scheduled payment of all principal, interest and other amounts
(other than any Balloon Payment) due each month on the related Mortgage Loan.
However, certain Single Tenant Mortgage Loans have lease expiration dates (or
tenant termination options) that are prior to the related Mortgage Loan Maturity
Date.
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GEOGRAPHIC LOCATION. The Mortgaged Properties are located throughout 31
states and the District of Columbia, with the largest concentrations by Initial
Outstanding Pool Balance located in California, New York and Florida. See
"SUMMARY OF THE PROSPECTUS SUPPLEMENT--THE MORTGAGE POOL-CHARACTERISTICS OF THE
MORTGAGE POOL--PROPERTY LOCATIONS" in this prospectus supplement for a table
setting forth information about the jurisdictions with the greatest
concentrations of Mortgaged Properties.
CROSS-COLLATERALIZATION AND CROSS-DEFAULT. 4 groups of the Mortgage Loans,
collectively representing approximately 3.93% of the Initial Outstanding Pool
Balance, are cross-defaulted and cross-collateralized, although in each case,
the borrowers are different entities. The Mortgage Loans known as the
AmeriCenter-Bloomfield, AmeriCenter-Livionia, AmeriCenter-Schaumburg,
AmeriCenter-Southfield and AmeriCenter-Troy, MI loans, collectively representing
0.59% of the Initial Outstanding Pool Balance and 0.77% of the Initial Loan
Group 1 Balance, are cross-defaulted and cross-collateralized with each other;
the Mortgage Loans known as the Indian Trail Shopping Center, High Point Center
and Walker Springs Community Shopping Center, collectively representing 1.39% of
the Initial Outstanding Pool Balance and 1.79% of the Initial Loan Group 1
Balance are cross-defaulted and cross-collateralized with each other; the
Mortgage Loans known as the Independence - East Lansing and Independence -
Raleigh, collectively representing 0.94% of the Initial Outstanding Pool Balance
and 1.21% of the Initial Loan Group 1 Balance are cross-defaulted and
cross-collateralized with each other, and the Mortgage Loans known as the
Petco-Pembroke Pines, Petco-Plantation, Petco-Overland Park, Petco-Boardman,
Petco-Canton and Petco-Mentor, collectively representing 1.00% of the Initial
Outstanding Pool Balance and 1.29% of the Initial Loan Group 1 Balance are
cross-defaulted and cross-collateralized with each other. There can be no
assurance that the cross-collateralization and cross-default provisions in the
related Mortgage Loan Documents will be enforceable. In addition, under certain
circumstances, including upon the assumption or defeasance of the
cross-collateralized and cross-defaulted Mortgage Loan(s), the related loan
documents permit the Mortgage Loans to be uncrossed. See "--PROPERTY RELEASES"
above.
CHANGES IN MORTGAGE POOL CHARACTERISTICS
The description in this prospectus supplement, including Annex A-1 and
Annex A-2, of the Mortgage Pool and the Mortgaged Properties is based upon the
Mortgage Pool as expected to be constituted at the close of business on the
Cut-off Date, as adjusted for the scheduled principal payments due on the
Mortgage Loans on or before the Cut-off Date. Prior to the issuance of the
Offered Certificates, a Mortgage Loan may be removed from the Mortgage Pool if
the Depositor deems such removal necessary or appropriate or if it is prepaid.
This may cause the range of Mortgage Rates and maturities as well as the other
characteristics of the Mortgage Loans to vary from those described herein.
A Current Report on Form 8-K (the "FORM 8-K") will be available to
purchasers of the Offered Certificates and will be filed by the Depositor,
together with the Pooling and Servicing Agreement, with the Securities and
Exchange Commission within 15 days after the initial issuance of the Offered
Certificates. In the event Mortgage Loans are removed from the Mortgage Pool as
set forth in the preceding paragraph, such removal will be noted in the Form
8-K. Such Form 8-K will be available to purchasers and potential purchasers of
the Offered Certificates.
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DESCRIPTION OF THE OFFERED CERTIFICATES
GENERAL
The Certificates will be issued pursuant to the Pooling and Servicing
Agreement and will consist of 27 classes (each, a "CLASS") to be designated as
the Class X-C Certificates, Class X-P Certificates, Class A-1 Certificates,
Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-AB Certificates, Class A-5A Certificates, Class A-5B Certificates, Class A-1A
Certificates, Class A-J Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates,
Class G Certificates, Class H Certificates, Class J Certificates, Class K
Certificates, Class L Certificates, Class M Certificates, Class N Certificates,
Class O Certificates, Class P Certificates, Class R Certificates and Class LR
Certificates (collectively, the "CERTIFICATES"). Only the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB, Class A-5A, Class A-5B, Class A-1A, Class X-P,
Class A-J, Class B, Class C and Class D Certificates (the "OFFERED
CERTIFICATES") are offered hereby. The Class X-C, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class R
and Class LR Certificates (the "PRIVATE CERTIFICATES") are not offered hereby.
The Certificates represent in the aggregate the entire beneficial ownership
interest in a Trust consisting of, among other things: (i) the Mortgage Loans
and all payments under and proceeds of the Mortgage Loans due after the Cut-off
Date; (ii) any Mortgaged Property (other than the Mortgaged Property securing
the Non-Serviced Mortgage Loans) acquired on behalf of the Trust through
foreclosure, deed in lieu of foreclosure or otherwise (upon acquisition, an "REO
PROPERTY"); (iii) such funds or assets as from time to time are deposited in the
Collection Account, the Distribution Account, the Excess Liquidation Proceeds
Account, the Interest Reserve Account and any account established in connection
with REO Properties (an "REO ACCOUNT"); (iv) the rights of the lender under all
insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties, to the extent of the Trust's interests therein; (v) the Depositor's
rights and remedies under the Mortgage Loan Purchase Agreements relating to
document delivery requirements with respect to the Mortgage Loans and the
representations and warranties of the related Mortgage Loan Seller regarding its
Mortgage Loans; and (vi) all of the lender's right, title and interest in the
Reserve Accounts and Lock Box Accounts, in each case, to the extent of the
Trust's interests therein.
Upon initial issuance, the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-AB, Class A-5A, Class A-5B, Class A-1A, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O and Class P Certificates (collectively, the "PRINCIPAL BALANCE
CERTIFICATES" and each a "PRINCIPAL BALANCE CERTIFICATE") will have the
following aggregate principal balances (each, a "CERTIFICATE BALANCE"), in each
case, subject to a variance of plus or minus 5%:
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APPROXIMATE PERCENT
CLASS INITIAL AGGREGATE OF INITIAL OUTSTANDING APPROXIMATE PERCENT
OFFERED CERTIFICATES CERTIFICATE BALANCE POOL BALANCE OF CREDIT SUPPORT
------------------- ------------ -----------------
Class A-1 .................... $48,000,000 2.10% 20.000%(1)
Class A-2 .................... $185,500,000 8.12% 20.000%(1)
Class A-3 .................... $59,600,000 2.61% 20.000%(1)
Class A-4 .................... $35,500,000 1.55% 20.000%(1)
Class A-AB ................... $71,900,000 3.15% 20.000%(1)
Class A-5A ................... $800,596,000 35.03% 30.000%(1)
Class A-5B ................... $114,371,000 5.00% 20.000%(1)
Class A-1A ................... $513,040,000 22.45% 20.000%(1)
Class A-J .................... $171,422,000 7.50% 12.500%
Class B ...................... $45,712,000 2.00% 10.500%
Class C ...................... $20,000,000 0.88% 9.625%
Class D ...................... $37,141,000 1.62% 8.000%
PRIVATE CERTIFICATES
Class E ...................... $28,570,000 1.25% 6.750%
Class F ...................... $25,714,000 1.13% 5.625%
Class G ...................... $25,713,000 1.12% 4.500%
Class H ...................... $22,857,000 1.00% 3.500%
Class J ...................... $14,285,000 0.62% 2.875%
Class K ...................... $11,428,000 0.50% 2.375%
Class L ...................... $5,714,000 0.25% 2.125%
Class M ...................... $14,285,000 0.62% 1.500%
Class N ...................... $2,857,000 0.12% 1.375%
Class O ...................... $5,714,000 0.25% 1.125%
Class P ...................... $25,715,267 1.13% 0.000%
- ----------------
(1) Represents the approximate credit support for the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB, Class A-5A, Class A-5B and Class A-1A
Certificates in the aggregate. In addition, the Class A-5A Certificates
have additional credit support provided by the Class A-5B Certificates.
The Class X-C and Class X-P Certificates will each have a notional balance
(the "NOTIONAL BALANCE"), which is used solely for the purpose of determining
the amount of interest to be distributed on such Certificates. The Class X-C
Certificates will have a Notional Balance equal to the aggregate Certificate
Balance of the Principal Balance Certificates from time to time. The initial
Notional Balance of the Class X-C Certificates will be $2,285,634,267. The
initial Notional Balance of the Class X-P Certificates will be $[______].
The Notional Balance of the Class X-P Certificates will equal:
o during the period from the Closing Date through and including the
Distribution Date occurring in [______], the sum of (a) the lesser of
$[______] and the Certificate Balance of the Class [__] Certificates
outstanding from time to time, (b) the lesser of $[______] and the
Certificate Balance of the Class [__] Certificates outstanding from
time to time and (c) the aggregate of the Certificate Balances of the
Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__], Class [__] and Class [__] Certificates outstanding from
time to time;
o during the period following the Distribution Date occurring in [______]
through and including the Distribution Date occurring in [______], the
sum of (a) the lesser of $[______] and the Certificate Balance of the
Class [__] Certificates outstanding from time to time, (b) the lesser
of $[______] and the Certificate Balance of the Class [__] Certificates
outstanding from time to time and (c) the aggregate of the Certificate
Balances of the Class [__], Class [__], Class [__], Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__], Class [__], Class [__], Class [__] and Class [__] Certificates
outstanding from time to time;
o during the period following the Distribution Date occurring in [______]
through and including the Distribution Date occurring in [______], the
sum of (a) the lesser of $[______] and the Certificate Balance of the
Class [__] Certificates outstanding from time to time, (b) the lesser
of $[______] and the Certificate Balance of the Class [__] Certificates
outstanding from time to
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time and (c) the aggregate of the Certificate Balances of the Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__] and Class [__] Certificates outstanding from time to time;
o during the period following the Distribution Date occurring in [______]
through and including the Distribution Date occurring in [______], the
sum of (a) the lesser of $[______] and the Certificate Balance of the
Class [__] Certificates outstanding from time to time, (b) the lesser
of $[______] and the Certificate Balance of the Class [__] Certificates
outstanding from time to time, (c) the lesser of $[______] and the
Certificate Balance of the Class [__] Certificates outstanding from
time to time and (d) the aggregate of the Certificate Balances of the
Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__], Class [__], Class [__], Class [__], Class [__] and Class
[__] Certificates outstanding from time to time;
o during the period following the Distribution Date occurring in [______]
through and including the Distribution Date occurring in [______], the
sum of (a) the lesser of $[______] and the Certificate Balance of the
Class [__] Certificates outstanding from time to time, (b) the lesser
of $[______] and the Certificate Balance of the Class [__] Certificates
outstanding from time to time, (c) the lesser of $[______] and the
Certificate Balance of the Class [__] Certificates outstanding from
time to time and (d) the aggregate of the Certificate Balances of the
Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__], Class [__], Class [__], Class [__] and Class [__]
Certificates outstanding from time to time;
o during the period following the Distribution Date occurring in [______]
through and including the Distribution Date occurring in [______], the
sum of (a) the lesser of $[______] and the Certificate Balance of the
Class [__] Certificates outstanding from time to time, (b) the lesser
of $[______] and the Certificate Balance of the Class [__] Certificates
outstanding from time to time, (c) the lesser of $[______] and the
Certificate Balance of the Class [__] Certificates outstanding from
time to time and (d) the aggregate of the Certificate Balances of the
Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__], Class [__], Class [__] and Class [__] Certificates
outstanding from time to time;
o during the period following the Distribution Date occurring in [______]
through and including the Distribution Date occurring in [______], the
sum of (a) the lesser of $[______] and the Certificate Balance of the
Class [__] Certificates outstanding from time to time, (b) the lesser
of $[______] and the Certificate Balance of the Class [__] Certificates
outstanding from time to time, (c) the lesser of $[______] and the
Certificate Balance of the Class [__] Certificates outstanding from
time to time and (d) the aggregate of the Certificate Balances of the
Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__], Class [__] and Class [__] Certificates outstanding from
time to time;
o during the period following the Distribution Date occurring in [______]
through and including the Distribution Date occurring in [______], the
sum of (a) the lesser of $[______] and the Certificate Balance of the
Class [__] Certificates outstanding from time to time, (b) the lesser
of $[______] and the Certificate Balance of the Class [__] Certificates
outstanding from time to time, (c) the lesser of $[______] and the
Certificate Balance of the Class [__] Certificates outstanding from
time to time and (d) the aggregate of the Certificate Balances of the
Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__] and Class [__] Certificates outstanding from time to time;
o during the period following the Distribution Date occurring in [______]
through and including the Distribution Date occurring in [______], the
sum of (a) the lesser of $[______] and the Certificate Balance of the
Class [__] Certificates outstanding from time to time, (b) the lesser
of $[______] and the Certificate Balance of the Class [__] Certificates
outstanding from time to time, (c) the lesser of $[______] and the
Certificate Balance of the Class [__] Certificates outstanding from
time to time and (d) the aggregate of the Certificate Balances of the
Class [__], Class [__], Class [__], Class [__], Class [__] and Class
[__] Certificates outstanding from time to time;
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o during the period following the Distribution Date occurring in [______]
through and including the Distribution Date occurring in [______], the
sum of (a) the lesser of $[______] and the Certificate Balance of the
Class [__] Certificates outstanding from time to time, (b) the lesser
of $[______] and the Certificate Balance of the Class [__] Certificates
outstanding from time to time, (c) the lesser of $[______] and the
Certificate Balance of the Class [__] Certificates outstanding from
time to time and (d) the aggregate of the Certificate Balances of the
Class [__], Class [__], Class [__] and Class [__] Certificates
outstanding from time to time;
o during the period following the Distribution Date occurring in [______]
through and including the Distribution Date occurring in [______], the
sum of (a) the lesser of $[______] and the Certificate Balance of the
Class [__] Certificates outstanding from time to time, (b) the lesser
of $[______] and the Certificate Balance of the Class [__] Certificates
outstanding from time to time, (c) the lesser of $[______] and the
Certificate Balance of the Class [__] Certificates outstanding from
time to time and (d) the aggregate of the Certificate Balances of the
Class [__], Class [__], Class [__] and Class [__] Certificates
outstanding from time to time;
o during the period following the Distribution Date occurring in [______]
through and including the Distribution Date occurring in [______], the
sum of (a) the lesser of $[______] and the Certificate Balance of the
Class [__] Certificates outstanding from time to time, (b) the lesser
of $[______] and the Certificate Balance of the Class [__] Certificates
outstanding from time to time, (c) the lesser of $[______] and the
Certificate Balance of the Class [__] Certificates outstanding from
time to time and (d) the aggregate of the Certificate Balances of the
Class [__], Class [__], Class [__] and Class [__] Certificates
outstanding from time to time;
o during the period following the Distribution Date occurring in [______]
through and including the Distribution Date occurring in [______], the
sum of (a) the lesser of $[______] and the Certificate Balance of the
Class [__] Certificates outstanding from time to time, (b) the lesser
of $[______] and the Certificate Balance of the Class [__] Certificates
outstanding from time to time, (c) the lesser of $[______] and the
Certificate Balance of the Class [__] Certificates outstanding from
time to time and (d) the aggregate of the Certificate Balances of the
Class [__], Class [__] and Class [__] Certificates outstanding from
time to time; and
o following the Distribution Date occurring in [______], $0.
It is anticipated that Holders of the Class X-P Certificates will not be
entitled to distributions of interest at any time following the Distribution
Date occurring in [______]. Upon initial issuance, the aggregate initial
Notional Balance of the Class X-C Certificates and Class X-P Certificates will
be $2,285,634,267 and $[______], respectively, subject in each case to a
permitted variance of plus or minus 5%. The Notional Balance of the Class X-C
and Class X-P Certificates is used solely for the purpose of determining the
amount of interest to be distributed on such Certificates and does not represent
the right to receive any distributions of principal.
The Class R and Class LR Certificates will not have Certificate Balances or
Notional Balances.
The Certificate Balance of any Class of Certificates outstanding at any
time represents the maximum amount which 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; PROVIDED, HOWEVER, that in the
event that Realized Losses previously allocated to a Class of Certificates in
reduction of the Certificate Balance thereof are recovered subsequent to the
reduction of the Certificate Balance of such Class to zero, such Class may
receive distributions in respect of such recoveries in accordance with the
priorities set forth under "--DISTRIBUTIONS-PAYMENT PRIORITIES" in this
prospectus supplement.
The respective Certificate Balance of each Class of Principal Balance
Certificates will in each case be reduced by amounts actually distributed
thereon that are allocable to principal and by any Realized Losses allocated to
such Class of Certificates. The Class X-C and Class X-P Certificates represent a
right to receive interest accrued as described below on a Notional Balance. The
Notional Balance of the Class X-C Certificates will be reduced to the extent of
all reductions in the aggregate Certificate Balance of the Principal Balance
Certificates. The Notional Balance of the Class X-P Certificates will be reduced
to the
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extent of all reductions in the Certificate Balance (or any portion thereof) of
any Class of Certificates included in the calculation of the Notional Balance of
the Class X-P Certificates on the related Distribution Date.
DISTRIBUTIONS
METHOD, TIMING AND AMOUNT. Distributions on the Certificates will be made
on the 10th day of each month or, if such 10th day is not a business day, then
on the next succeeding business day, commencing in September 2005 (each, a
"DISTRIBUTION DATE"). All distributions (other than the final distribution on
any Certificate) will be made by the Trustee to the persons in whose names the
Certificates are registered at the close of business on the last business day of
the calendar month immediately preceding the month in which such Distribution
Date occurs or, if such day is not a business day, the preceding business day
(the "RECORD DATE"). Such distributions will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder at
a bank or other entity having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five business days prior to the related Record Date, or otherwise by check
mailed to such Certificateholder. The final distribution on any Offered
Certificates will be made in like manner, but only upon presentment or surrender
(for notation that the Certificate Balance has been reduced to zero) of such
Certificate at the location specified in the notice to the holder of that
Certificate of such final distribution. All distributions made with respect to a
Class of Certificates on each Distribution Date will be allocated PRO RATA among
the outstanding Certificates of that Class based on their respective Percentage
Interests. The "Percentage Interest" evidenced by any Offered Certificate is
equal to the initial principal balance thereof as of the Closing Date divided by
the initial Certificate Balance of the related Class.
The aggregate distribution to be made with respect to the Certificates on
any Distribution Date will equal the Available Funds. The "AVAILABLE FUNDS" for
any Distribution Date will be the sum of the following amounts (i) all
previously undistributed Monthly Payments or other receipts on account of
principal and interest on or in respect of the Mortgage Loans (including
Unscheduled Payments and Net REO Proceeds, if any, but excluding Excess
Liquidation Proceeds) received by or on behalf of the applicable Servicer in the
Collection Period relating to such Distribution Date, (ii) all P&I Advances made
by the applicable Servicer or the Trustee, as applicable, in respect of such
Distribution Date, (iii) all other amounts received by the applicable Servicer
in such Collection Period and required to be deposited in the appropriate
Collection Account by such Servicer pursuant to the Pooling and Servicing
Agreement allocable to the Mortgage Loans for the applicable Collection Period,
(iv) without duplication, any late Monthly Payments on or in respect of the
Mortgage Loans received after the end of the Collection Period relating to such
Distribution Date but prior to the close of business on the business day prior
to the related Servicer Remittance Date, (v) any amounts representing Prepayment
Interest Shortfalls remitted by the applicable Servicer to the appropriate
Collection Account (as described under "--Prepayment Interest Shortfalls"
below), and (vi) for the Distribution Date occurring in each March of each
calendar year, the Withheld Amounts then on deposit in the Interest Reserve
Account as described under "The Pooling and Servicing
Agreement--Accounts--Interest Reserve Account" below, but excluding the
following:
(a) all amounts permitted to be used to reimburse the Servicers, the
Special Servicer or the Trustee, as applicable, for previously unreimbursed
Advances and Workout-Delayed Reimbursement Amounts interest thereon as
described in this prospectus supplement under "The Pooling and Servicing
Agreement--Advances";
(b) the aggregate amount of the Servicing Fee (which includes the fees
for the Servicers and the Trustee and fees for primary servicing
functions), and the other Servicing Compensation (E.G., Net Prepayment
Interest Excess, Net Default Interest, late payment fees (to the extent not
applied to the reimbursement of interest on Advances and certain expenses,
as provided in the Pooling and Servicing Agreement), assumption fees, loan
modification fees, extension fees, loan service transaction fees, demand
fees, beneficiary statement charges and similar fees) payable to the
Servicers and the Trustee, and the Special Servicing Fee (and other amounts
payable to the Special Servicer described in this prospectus supplement
under "The Pooling and Servicing Agreement--Special Servicing--Special
Servicing Compensation"), together with interest on Advances to the
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extent provided in the Pooling and Servicing Agreement, and reinvestment
earnings on payments received with respect to the Mortgage Loans that the
Servicers or Special Servicer are entitled to receive as additional
servicing compensation, in each case in respect of such Distribution Date;
(c) all amounts representing scheduled Monthly Payments due after the
related Due Date;
(d) to the extent permitted by the Pooling and Servicing Agreement,
that portion of net liquidation proceeds, net insurance proceeds and net
condemnation proceeds with respect to a Mortgage Loan which represents any
unpaid Servicing Fee and special servicing compensation as described in
this prospectus supplement, to which the Servicers, the Special Servicer,
any subservicer and the Trustee are entitled;
(e) all amounts representing certain fees and expenses, including
indemnity amounts, reimbursable or payable to the Servicers, the Special
Servicer or the Trustee and other amounts permitted to be retained by the
Servicers or withdrawn pursuant to the Pooling and Servicing Agreement in
respect of various items, including interest on Advances as provided in the
Pooling and Servicing Agreement;
(f) Prepayment Premiums and Yield Maintenance Charges;
(g) any interest or investment income on funds on deposit in the
Collection Account or any interest on Permitted Investments in which such
funds may be invested;
(h) all amounts received with respect to each Mortgage Loan previously
replaced, purchased or repurchased from the Trust Fund pursuant to the
Pooling and Servicing Agreement or a Mortgage Loan Purchase Agreement
during the related Collection Period and subsequent to the date as of which
such Mortgage Loan was replaced, purchased or repurchased;
(i) the amount reasonably determined by the Trustee to be necessary to
pay any applicable federal, state or local taxes imposed on the Upper-Tier
REMIC or the Lower-Tier REMIC under the circumstances and to the extent
described in the Pooling and Servicing Agreement; and
(j) with respect to any Distribution Date occurring in each February,
and in any January occurring in a year that is not a leap year, in either
case, unless such Distribution Date is the final Distribution Date, the
Withheld Amounts to be deposited in the Interest Reserve Account in
accordance with the Pooling and Servicing Agreement.
The "MONTHLY PAYMENT" with respect to any Mortgage Loan (other than any REO
Loan) and any Due Date, is the scheduled monthly payment of principal, if any,
and interest at the Mortgage Rate, excluding any Balloon Payment (but not
excluding any constant Monthly Payment due on a Balloon Loan), which is payable
by the related borrower on such Due Date under the related Note. The Monthly
Payment with respect to an REO Loan for any Distribution Date is the monthly
payment that would otherwise have been payable on the related Due Date had the
related Note not been discharged, determined as set forth in the Pooling and
Servicing Agreement and on the assumption that all other amounts, if any, due
thereunder are paid when due.
"UNSCHEDULED PAYMENTS" are all net liquidation proceeds, net insurance
proceeds and net condemnation proceeds payable under the Mortgage Loans, the
repurchase price of any Mortgage Loan repurchased by a Mortgage Loan Seller due
to a breach of a representation or warranty made by it or as a result of a
document defect in the mortgage file or the purchase price paid by the parties
described in this prospectus supplement under "The Pooling and Servicing
Agreement--Optional Termination" and "--Realization Upon Defaulted Mortgage
Loans," and any other payments under or with respect to the Mortgage Loans not
scheduled to be made, including Principal Prepayments received by the Servicers
(but excluding Prepayment Premiums and Yield Maintenance Charges, if any) during
such Collection Period. See "YIELD AND MATURITY CONSIDERATIONS--YIELD
CONSIDERATIONS--CERTAIN RELEVANT FACTORS" in this prospectus supplement.
"NET REO PROCEEDS" with respect to any REO Property and any related REO
Loan are all revenues received by the Special Servicer with respect to such REO
Property or REO Loan, net of any insurance premiums, taxes, assessments and
other costs and expenses permitted to be paid therefrom pursuant to the Pooling
and Servicing Agreement.
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"PRINCIPAL PREPAYMENTS" are payments of principal made by a borrower on a
Mortgage Loan that are received in advance of the scheduled Due Date for such
payments and that are not accompanied by an amount of interest representing the
full amount of scheduled interest due on any date or dates in any month or
months subsequent to the month of prepayment.
The "COLLECTION PERIOD" with respect to any Distribution Date and each
Mortgage Loan, is the period that begins immediately following the Determination
Date in the calendar month preceding the month in which such Distribution Date
occurs (or, in the case of the initial Distribution Date, immediately following
the Cut-off Date) and ends on the Determination Date in the calendar month in
which such Distribution Date occurs, PROVIDED, that with respect to the payment
by a borrower of a Balloon Payment on its related Due Date or during its related
grace period, the Collection Period will extend up to and including the business
day prior to the business day preceding the related Distribution Date.
If, in connection with any Distribution Date, the Trustee has reported the
amount of an anticipated distribution to DTC based on the expected receipt of
any monthly payment based on information set forth in a report of either
Servicer or the Special Servicer, or any other monthly payment, Balloon Payment
or prepayment expected to be or which is paid on the last two business days
preceding such Distribution Date, and the related borrower fails to make such
payments at such time or the respective Servicer revises its final report and as
a result the Trustee revises its report to DTC after the DTC deadline, the
Trustee will use commercially reasonable efforts to cause DTC to make the
revised distribution on a timely basis on such Distribution Date, but there can
be no assurance that DTC can do so. The Trustee, the Servicers and the Special
Servicer will not be liable or held responsible for any resulting delay (or
claims by DTC resulting therefrom) in the making of such distribution to
Certificateholders. In addition, if the Trustee incurs out-of-pocket expenses,
despite reasonable efforts to avoid/mitigate such expenses, as a consequence of
a borrower failing to make such payments, the Trustee will be entitled to
reimbursement from the Trust Fund. Any such reimbursement will constitute an
expense of the Trust Fund.
The "DETERMINATION DATE" is the earlier of (i) the sixth day of the month
in which the related Distribution Date occurs, or if such sixth day is not a
business day, then the immediately preceding business day, and (ii) the fourth
business day prior to the related Distribution Date.
"NET DEFAULT INTEREST" with respect to any Mortgage Loan is any Default
Interest accrued on such Mortgage Loan less amounts required to pay the
Servicers, the Special Servicer or the Trustee, as applicable, interest on the
related Advances at the Advance Rate and to reimburse the Trust for certain
related expenses.
"DEFAULT INTEREST" with respect to any Mortgage Loan is interest accrued on
such Mortgage Loan at the excess of (i) the related Default Rate over (ii) the
related Mortgage Rate.
The "DEFAULT RATE" with respect to any Mortgage Loan is the per annum rate
at which interest accrues on such Mortgage Loan following any event of default
on such Mortgage Loan, including a default in the payment of a Monthly Payment
or a Balloon Payment.
PAYMENT PRIORITIES. As used below in describing the priorities of
distribution of Available Funds for each Distribution Date, the terms set forth
below will have the following meanings:
The "INTEREST ACCRUAL AMOUNT" with respect to any Distribution Date and any
Class of Certificates (other than the Class R and Class LR Certificates), is an
amount equal to interest for the related Interest Accrual Period at the
Pass-Through Rate for such Class on the related Certificate Balance or Notional
Balance, as applicable, outstanding immediately prior to such Distribution Date
minus the amount of any Net Prepayment Interest Shortfall allocated to such
Class with respect to such Distribution Date. Calculations of interest due in
respect of the Certificates will be made on the basis of a 360-day year
consisting of twelve 30-day months.
"APPRAISAL REDUCTION AMOUNT" is the amount described under "--Appraisal
Reductions" below.
The "INTEREST ACCRUAL PERIOD" with respect to any Distribution Date is the
calendar month immediately preceding the month in which such Distribution Date
occurs.
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An "INTEREST SHORTFALL" with respect to any Distribution Date for any Class
of Offered Certificates is any shortfall in the amount of interest required to
be distributed on such Class on such Distribution Date. No interest accrues on
Interest Shortfalls.
The "PASS-THROUGH RATE" for any Class of Offered Certificates is the per
annum rate at which interest accrues on the Certificates of such Class during
any Interest Accrual Period. The Pass-Through Rate of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB, Class A-5A, Class A-5B, Class A-1A, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates
will equal one of the following rates: (i) a fixed rate, (ii) a rate equal to
the lesser of the initial Pass-Through Rate for such Class (as described in
"Executive Summary--The Certificates" in this prospectus supplement) and the
Weighted Average Net Mortgage Pass-Through Rate, (iii) a rate equal to the
Weighted Average Net Mortgage Pass-Through Rate less a specified percentage or
(iv) a rate equal to the Weighted Average Net Mortgage Pass-Through Rate. The
Pass-Through Rates applicable to the Class J, Class K, Class L, Class M, Class
N, Class O and Class P Certificates will, at all times, be equal to a fixed rate
per annum subject to a cap of the Weighted Average Net Mortgage Pass-Through
Rate.
The Pass-Through Rate applicable to the Class X-C Certificates for the
initial Distribution Date will equal approximately [__]% per annum. The
Pass-Through Rate applicable to the Class X-C Certificates for each Distribution
Date subsequent to the initial Distribution Date will equal the weighted average
of the respective strip rates (the "CLASS X-C STRIP RATES") at which interest
accrues from time to time on the respective components of the total Notional
Balance of the Class X-C Certificates outstanding immediately prior to the
related Distribution Date (weighted on the basis of the respective balances of
such components outstanding immediately prior to such Distribution Date). Each
of those components will be comprised of all or a designated portion of the
Certificate Balance of one of the classes of the Principal Balance Certificates.
In general, the Certificate Balance of each class of Principal Balance
Certificates will constitute a separate component of the total Notional Balance
of the Class X-C Certificates; PROVIDED that, if a portion, but not all, of the
Certificate Balance of any particular class of Principal Balance Certificates is
identified under the definition of Notional Balance, as described above, as
being part of the total Notional Balance of the Class X-P Certificates
immediately prior to any Distribution Date, then that identified portion of such
Certificate Balance will also represent a separate component of the total
Notional Balance of the Class X-C Certificates for purposes of calculating the
accrual of interest for the related Distribution Date, and the remaining portion
of such Certificate Balance will represent a separate component of the Class X-C
Certificates for purposes of calculating the accrual of interest for the related
Distribution Date. For any Distribution Date occurring in or before [______], on
any particular component of the total Notional Balance of the Class X-C
Certificates immediately prior to the related Distribution Date, the applicable
Class X-C Strip Rate will be calculated as follows:
o if such particular component consists of the entire Certificate Balance
of any class of Principal Balance Certificates, and if such Certificate
Balance also constitutes, in its entirety, a component of the total
Notional Balance of the Class X-P Certificates immediately prior to the
related Distribution Date, then the applicable Class X-C Strip Rate
will equal the excess, if any, of (a) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date, over (b) the greater of
(i) the rate per annum corresponding to such Distribution Date as set
forth in Annex A-3 attached hereto and (ii) the Pass-Through Rate for
such Distribution Date for such class of Principal Balance
Certificates;
o if such particular component consists of a designated portion (but not
all) of the Certificate Balance of any class of Principal Balance
Certificates, and if such designated portion of such Certificate
Balance also constitutes a component of the total Notional Balance of
the Class X-P Certificates immediately prior to the related
Distribution Date, then the applicable Class X-C Strip Rate will equal
the excess, if any, of (a) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date, over (b) the greater of
(i) the rate per annum corresponding to such Distribution Date as set
forth on Annex A-3 attached hereto and (ii) the Pass-Through Rate for
such Distribution Date for such class of Principal Balance
Certificates;
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o if such particular component consists of the entire Certificate Balance
of any class of Principal Balance Certificates, and if such Certificate
Balance does not, in whole or in part, also constitute a component of
the total Notional Balance of the Class X-P Certificates immediately
prior to the related Distribution Date, then the applicable Class X-C
Strip Rate will equal the excess, if any, of (a) the Weighted Average
Net Mortgage Pass-Through Rate for such Distribution Date, over (b) the
Pass-Through Rate for such Distribution Date for such class of
Principal Balance Certificates; and
o if such particular component consists of a designated portion (but not
all) of the Certificate Balance of any class of Principal Balance
Certificates, and if such designated portion of such Certificate
Balance does not also constitute a component of the total Notional
Balance of the Class X-P Certificates immediately prior to the related
Distribution Date, then the applicable Class X-C Strip Rate will equal
the excess, if any, of (a) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date, over (b) the Pass-Through
Rate for such Distribution Date for such class of Principal Balance
Certificates.
For any Distribution Date occurring after ______, the Certificate Balance
of each class of Principal Balance Certificates will constitute a separate
component of the total Notional Balance of the Class X-C Certificates, and the
applicable Class X-C Strip Rate with respect to each such component for each
such Distribution Date will equal the excess, if any, of (a) the Weighted
Average Net Mortgage Pass-Through Rate for such Distribution Date, over (b) the
Pass-Through Rate for such Distribution Date for such class of Principal Balance
Certificates. Under no circumstances will the Class X-C Strip Rate be less than
zero.
The Pass-Through Rate applicable to the Class X-P Certificates for the
initial Distribution Date will equal approximately __% per annum. The
Pass-Through Rate applicable to the Class X-P Certificates for each Distribution
Date subsequent to the initial Distribution Date and on or before the
Distribution Date in ______ will equal the weighted average of the respective
strip rates (the "CLASS X-P STRIP RATES") at which interest accrues from time to
time on the respective components of the total Notional Balance of the Class X-P
Certificates outstanding immediately prior to the related Distribution Date
(weighted on the basis of the respective balances of such components outstanding
immediately prior to such Distribution Date). Each of those components will be
comprised of all or a designated portion of the Certificate Balance of a
specified class of Principal Balance Certificates. If all or a designated
portion of the Certificate Balance of any class of Principal Balance
Certificates is identified under the definition of Notional Balance, as
described above, as being part of the total Notional Balance of the Class X-P
Certificates immediately prior to any Distribution Date, then that Certificate
Balance (or designated portion thereof) will represent one or more components of
the total Notional Balance of the Class X-P Certificate for purposes of
calculating the accrual of interest for the related Distribution Date. For any
Distribution Date occurring in or before ______, on any particular component of
the total Notional Balance of the Class X-P Certificates immediately prior to
the related Distribution Date, the applicable Class X-P Strip Rate will equal
the excess, if any, of:
o the lesser of (a) the rate per annum corresponding to such Distribution
Date as set forth on Annex A-3 attached hereto and (b) the Weighted
Average Net Mortgage Pass-Through Rate for such Distribution Date, over
o the Pass-Through Rate for such Distribution Date for the class of
Principal Balance Certificates whose Certificate Balance, or a
designated portion thereof, comprises such component.
Under no circumstances will the Class X-P Strip Rate be less than zero.
Each of the Class R and Class LR Certificates will not have a Pass-Through Rate.
The "WEIGHTED AVERAGE NET MORTGAGE PASS-THROUGH RATE" for any Distribution
Date is a per annum rate equal to a fraction (expressed as a percentage) the
numerator of which is the sum for all Mortgage Loans of the product of (i) the
Net Mortgage Pass-Through Rate of each such Mortgage Loan as of the immediately
preceding Distribution Date and (ii) the Stated Principal Balance of each such
Mortgage Loan as of the immediately preceding Distribution Date, and the
denominator of which is the sum of the Stated Principal Balances of all Mortgage
Loans as of the immediately preceding Distribution Date.
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The "DUE DATE" with respect to any Mortgage Loan and any month, is the
first day of such month in the related collection period as specified in the
related Note for that Mortgage Loan.
The "NET MORTGAGE PASS-THROUGH RATE" with respect to any Mortgage Loan and
any Distribution Date is the Mortgage Rate for such Mortgage Loan for the
related Interest Accrual Period minus the Servicing Fee Rate. For purposes of
calculating the Pass-Through Rates on the Certificates, the Net Mortgage
Pass-Through Rate of each Mortgage Loan which accrues interest on an actual/360
basis for any one-month period preceding a related Due Date will be the
annualized rate at which interest would have to accrue in respect of the
Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months
in order to produce the aggregate amount of interest actually required to be
paid in respect of the Mortgage Loan during the one-month period at the related
Net Mortgage Pass-Through Rate; PROVIDED, however, that with respect to such
Mortgage Loans, the Net Mortgage Pass-Through Rate for the one month period (1)
prior to the Due Dates in January and February in any year which is not a leap
year or in February in any year which is a leap year will be determined
exclusive of the amounts withheld from that month, and (2) prior to the Due Date
in March, will be determined inclusive of the amounts withheld from the
immediately preceding February, and, if applicable, January.
The "MORTGAGE RATE" with respect to each Mortgage Loan, Serviced Companion
Loan and any Interest Accrual Period is the annual rate at which interest
accrues on such Mortgage Loan or Serviced Companion Loan during such period (in
the absence of a default), as set forth in the related Note from time to time
(the initial rate is set forth on Annex A-1 to this prospectus supplement);
PROVIDED, HOWEVER, that for purposes of calculating Pass-Through Rates, the
Mortgage Rate for any Mortgage Loan or Serviced Companion Loan will be
determined without regard to any modification, waiver or amendment of the terms
of that Mortgage Loan or Serviced Companion Loan, whether agreed to by each
Servicer or resulting from a bankruptcy, insolvency or similar proceeding
involving the related borrower and without regard to any excess interest.
So long as both the Class A-5B and Class A-1A Certificates remain
outstanding, the Principal Distribution Amount for each Distribution Date will
be calculated on a Loan Group-by-Loan Group basis. On each Distribution Date
after the Certificate Balance of the Class A-5B or Class A-1A Certificates has
been reduced to zero, a single Principal Distribution Amount will be calculated
in the aggregate for both Loan Groups.
The "PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date will be equal
to the sum of the following items without duplication:
(i) the principal component of all scheduled Monthly Payments (other
than Balloon Payments) due on the Mortgage Loans on or before the related
Due Date (if received or advanced);
(ii) the principal component of all Assumed Scheduled Payments due on
or before the related Due Date (if received or advanced) with respect to
any Mortgage Loan that is delinquent in respect of its Balloon Payment;
(iii) the Stated Principal Balance of each Mortgage Loan that was,
during the related Collection Period, repurchased from the Trust Fund in
connection with the breach of a representation or warranty or a document
defect in the related mortgage file or purchased from the Trust as
described in this prospectus supplement under "The Pooling and Servicing
Agreement-Sale of Defaulted Mortgage Loans" and "--Optional Termination";
(iv) the portion of Unscheduled Payments allocable to principal of any
Mortgage Loan that was liquidated during the related Collection Period;
(v) the principal component of all Balloon Payments and any other
principal payment on any Mortgage Loan received on or after the maturity
date thereof, to the extent received during the related Collection Period;
(vi) all other Principal Prepayments received in the related
Collection Period; and
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(vii) any other full or partial recoveries in respect of principal of
the Mortgage Loans, including net insurance proceeds, net liquidation
proceeds and Net REO Proceeds received in the related Collection Period,
net of any related outstanding P&I Advances allocable to principal;
as reduced by any (1) Nonrecoverable Advances plus interest on such
Nonrecoverable Advances that are paid or reimbursed from principal collections
on the Mortgage Loans or, with respect to any Property Advances that are
Nonrecoverable Advances, the Serviced Whole Loans, in a period during which such
principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date and (2) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on
the Mortgage Loans or, with respect to Property Advances that are part of a
Workout-Delayed Reimbursement Amount, the Serviced Whole Loans, in a period
during which such principal collections would have otherwise been included in
the Principal Distribution Amount for such Distribution Date (provided that, in
the case of clauses (1) and (2) above, if any of the amounts that were
reimbursed from principal collections on the Mortgage Loans or, with respect to
Property Advances (that are Nonrecoverable Advances or part of a Workout-Delayed
Reimbursement Amount), the Serviced Whole Loans, are subsequently recovered on
the related Mortgage Loan or, with respect to Property Advances, the related
Serviced Whole Loan, such recovery will increase the Principal Distribution
Amount for the Distribution Date related to the period in which such recovery
occurs).
The "GROUP 1 PRINCIPAL DISTRIBUTION AMOUNT" is the sum of clauses (i)
through (vii) above allocable to Mortgage Loans in Loan Group 1.
The "GROUP 2 PRINCIPAL DISTRIBUTION AMOUNT" is the sum of clauses (i)
through (vii) above allocable to Mortgage Loans in Loan Group 2.
The "ASSUMED SCHEDULED PAYMENT" with respect to any Mortgage Loan that is
delinquent in respect of its Balloon Payment (including any REO Loan as to which
the Balloon Payment would have been past due) will be an amount equal to the sum
of (a) the principal portion of the Monthly Payment that would have been due on
such Mortgage Loan on the related Due Date (or the portion thereof not received)
based on the constant Monthly Payment that would have been due on such Mortgage
Loan on the related Due Date based on the constant payment required by the
related Note and the amortization or payment schedule thereof (as calculated
with interest at the related Mortgage Rate), if any, assuming such Balloon
Payment has not become due after giving effect to any prior modification, and
(b) interest at the applicable Net Mortgage Pass-Through Rate.
An "REO LOAN" is any Mortgage Loan (other than the Non-Serviced Mortgage
Loans) as to which the related Mortgaged Property has become an REO Property.
DISTRIBUTION OF AVAILABLE FUNDS. On each Distribution Date, prior to the
Crossover Date, the Available Funds for such Distribution Date will be
distributed in the following amounts and order of priority:
FIRST, to pay interest, pro rata,
o on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class
A-5 Certificates from the Available Funds for such Distribution Date
attributable to Mortgage Loans in Loan Group 1 up to an amount equal to
the aggregate Interest Accrual Amount for those Classes, in each case
in accordance with their respective interest entitlements, provided
that interest distributed to the Class A-5 Certificates will be applied
first to the Class A-5A Certificates up to their interest entitlement
and then to the Class A-5B Certificates up to their interest
entitlement,
o on the Class A-1A Certificates from the portion of the Available Funds
for such Distribution Date attributable to Mortgage Loans in Loan Group
2 up to an amount equal to the Interest Accrual Amount for each such
Class, and
o on the Class X-C and Class X-P Certificates from the Available Funds
for such Distribution Date up to an amount equal to the Interest
Accrual Amount for each such Class;
PROVIDED, HOWEVER, if on any Distribution Date, the Available Funds (or
applicable portion thereof) are insufficient to pay in full the total amount of
interest to be paid to any of the Classes described in this
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clause First, the Available Funds for such Distribution Date will be allocated
among all those Classes pro rata, in accordance with their respective interest
entitlements;
SECOND, PRO RATA, to the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-AB, Class A-5, Class A-1A and Class X-C and Class X-P Certificates, in respect
of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls
previously allocated to such Classes, PROVIDED that interest distributed to the
Class A-5 Certificates will be applied first to the Class A-5A Certificates up
to their interest entitlement and then to the Class A-5B Certificates up to
their interest entitlement;
THIRD, in reduction of the Certificate Balances thereof,
(A) to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class A-5A and Class A-5B Certificates:
(i) FIRST, to the Class A-AB Certificates, in an amount equal to the
Group 1 Principal Distribution Amount for such Distribution Date and, after
the Class A-1A Certificates have been reduced to zero, the 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-AB Certificates has been reduced to the
Planned Principal Balance as set forth on Annex A-7 for such Distribution
Date,
(ii) THEN, to the Class A-1 Certificates, in an amount equal to the
Group 1 Principal Distribution Amount for such Distribution Date (or the
portion remaining after distributions on the Class A-AB Certificates
pursuant to clause (i) above) and, after the Class A-1A Certificates have
been reduced to zero, the Group 2 Principal Distribution Amount remaining
after payments to the Class A-1A Certificates and payments to the Class
A-AB Certificates pursuant to clause (i) above have been made on such
Distribution Date, until the Class A-1 Certificates are reduced to zero,
(iii) THEN, to the Class A-2 Certificates, in an amount equal to the
Group 1 Principal Distribution Amount (or the portion of it remaining after
distributions to the Class A-AB Certificates pursuant to clause (i) above
and distributions on the Class A-1 Certificates) for such Distribution Date
and, after the Class A-1A Certificates have been reduced to zero, the Group
2 Principal Distribution Amount remaining after payments to the Class A-1A
and Class A-1 Certificates and payments to the Class A-AB Certificates
pursuant to clause (i) above have been made on such Distribution Date,
until the Class A-2 Certificates are reduced to zero,
(iv) THEN, to the Class A-3 Certificates, in an amount equal to the
Group 1 Principal Distribution Amount (or the portion of it remaining after
distributions to the Class A-AB Certificates pursuant to clause (i) above
and distributions on the Class A-1 and Class A-2 Certificates) for such
Distribution Date and, after the Class A-1A Certificates have been reduced
to zero, the Group 2 Principal Distribution Amount remaining after payments
to the Class A-1A, Class A-1 and Class A-2 Certificates and payments to the
Class A-AB Certificates pursuant to clause (i) above have been made on such
Distribution Date, until the Class A-3 Certificates have been reduced to
zero,
(v) THEN, to the Class A-4 Certificates, in an amount equal to the
Group 1 Principal Distribution Amount (or the portion of it remaining after
distributions to the Class A-AB Certificates pursuant to clause (i) above
and distributions on the Class A-1, Class A-2 and Class A-3 Certificates)
for such Distribution Date and, after the Class A-1A Certificates have been
reduced to zero, the Group 2 Principal Distribution Amount remaining after
payments to the Class A-1A, Class A-1, Class A-2 and Class A-3 Certificates
and payments to the Class A-AB Certificates pursuant to clause (i) above
have been made on such Distribution Date, until the Class A-4 Certificates
have been reduced to zero,
(vi) THEN, to the Class A-AB Certificates, in an amount equal to the
Group 1 Principal Distribution Amount (or the portion of it remaining after
distributions to the Class A-AB Certificates pursuant to clause (i) above
and distributions on the Class A-1, Class A-2, Class A-3 and Class A-4
Certificates) for such Distribution Date and, after the Class A-1A
Certificates have been reduced to zero, the Group 2 Principal Distribution
Amount remaining after payments to the
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Class A-1A, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates
and payments to the Class A-AB Certificates pursuant to clause (i) above
have been made on such Distribution Date, until the Class A-AB Certificates
have been reduced to zero,
(vii) THEN, to the Class A-5A Certificates, in an amount equal to the
Group 1 Principal Distribution Amount (or the portion of it remaining after
distributions on the Class A-1, Class A-2, Class A-3, Class A-4 and Class
A-AB Certificates) for such Distribution Date and, after the Class A-1A
Certificates have been reduced to zero, the Group 2 Principal Distribution
Amount remaining after payments to the Class A-1A, Class A-1, Class A-2,
Class A-3, Class A-4 and Class A-AB Certificates have been made on such
Distribution Date, until the Class A-5A Certificates have been reduced to
zero,
(viii) THEN, to the Class A-5B Certificates, in an amount equal to the
Group 1 Principal Distribution Amount (or the portion of it remaining after
distributions on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB
and Class A-5A Certificates) for such Distribution Date and, after the
Class A-1A Certificates have been reduced to zero, the Group 2 Principal
Distribution Amount remaining after payments to the Class A-1A, Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB and Class A-5A Certificates
have been made on such Distribution Date, until the Class A-5B Certificates
have been reduced to zero, and
(B) to the Class A-1A Certificates, in an amount equal to the Group 2
Principal Distribution Amount for such Distribution Date and, after the
Class A-5B Certificates have been reduced to zero, the Group 1 Principal
Distribution Amount remaining after payments to the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB, Class A-5A and Class A-5B Certificates
have been made on such Distribution Date, until the Class A-1A Certificates
are reduced to zero;
FOURTH, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class A-5 and Class A-1A Certificates, PRO RATA, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class, provided that such amounts in respect of the
Class A-5 Certificates will be allocated first to the Class A-5A Certificates
until such unreimbursed losses are reimbursed together with all applicable
interest at the applicable Pass-Through Rate and then to the Class A-5B
Certificates;
FIFTH, to the Class A-J Certificates, in respect of interest, up to an
amount equal to the Interest Accrual Amount of such Class;
SIXTH, to the Class A-J Certificates, in respect of interest, up to an
amount equal to the aggregate unpaid Interest Shortfalls previously allocated to
such Class;
SEVENTH, to the Class A-J Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;
EIGHTH, to the Class A-J Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
NINTH, to the Class B Certificates, in respect of interest, up to an amount
equal to the Interest Accrual Amount of such Class;
TENTH, to the Class B Certificates, in respect of interest, up to an amount
equal to the aggregate unpaid Interest Shortfalls previously allocated to such
Class;
ELEVENTH, to the Class B Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;
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TWELFTH, to the Class B Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
THIRTEENTH, to the Class C Certificates, in respect of interest, up to an
amount equal to the Interest Accrual Amount of such Class;
FOURTEENTH, to the Class C Certificates, in respect of interest, up to an
amount equal to the aggregate unpaid Interest Shortfalls previously allocated to
such Class;
FIFTEENTH, to the Class C Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;
SIXTEENTH, to the Class C Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
SEVENTEENTH, to the Class D Certificates, in respect of interest, up to an
amount equal to the Interest Accrual Amount of such Class;
EIGHTEENTH, to the Class D Certificates, in respect of interest, up to an
amount equal to the aggregate unpaid Interest Shortfalls previously allocated to
such Class;
NINETEENTH, to the Class D Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;
TWENTIETH, to the Class D Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
TWENTY-FIRST, to the Class E Certificates, in respect of interest, up to an
amount equal to the Interest Accrual Amount of such Class;
TWENTY-SECOND, to the Class E Certificates, in respect of interest, up to
an amount equal to the aggregate unpaid Interest Shortfalls previously allocated
to such Class;
TWENTY-THIRD, to the Class E Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;
TWENTY-FOURTH, to the Class E Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
TWENTY-FIFTH, to the Class F Certificates, in respect of interest, up to an
amount equal to the Interest Accrual Amount of such Class;
TWENTY-SIXTH, to the Class F Certificates, in respect of interest, up to an
amount equal to the aggregate unpaid Interest Shortfalls previously allocated to
such Class;
TWENTY-SEVENTH, to the Class F Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant to all
prior clauses, until the Certificate Balance of such Class is reduced to zero;
TWENTY-EIGHTH, to the Class F Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
TWENTY-NINTH, to the Class G Certificates, in respect of interest, up to an
amount equal to the Interest Accrual Amount of such Class;
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THIRTIETH, to the Class G Certificates, in respect of interest, up to an
amount equal to the aggregate unpaid Interest Shortfalls previously allocated to
such Class;
THIRTY-FIRST, to the Class G Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;
THIRTY-SECOND, to the Class G Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
THIRTY-THIRD, to the Class H Certificates, in respect of interest, up to an
amount equal to the Interest Accrual Amount of such Class;
THIRTY-FOURTH, to the Class H Certificates, in respect of interest, up to
an amount equal to the aggregate unpaid Interest Shortfalls previously allocated
to such Class;
THIRTY-FIFTH, to the Class H Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;
THIRTY-SIXTH, to the Class H Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
THIRTY-SEVENTH, to the Class J Certificates, in respect of interest, up to
an amount equal to the Interest Accrual Amount of such Class;
THIRTY-EIGHTH, to the Class J Certificates, in respect of interest, up to
an amount equal to the aggregate unpaid Interest Shortfalls previously allocated
to such Class;
THIRTY-NINTH, to the Class J Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;
FORTIETH, to the Class J Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
FORTY-FIRST, to the Class K Certificates, in respect of interest, up to an
amount equal to the Interest Accrual Amount of such Class;
FORTY-SECOND, to the Class K Certificates, in respect of interest, up to an
amount equal to the aggregate unpaid Interest Shortfalls previously allocated to
such Class;
FORTY-THIRD, to the Class K Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;
FORTY-FOURTH, to the Class K Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
FORTY-FIFTH, to the Class L Certificates, in respect of interest, up to an
amount equal to the Interest Accrual Amount of such Class;
FORTY-SIXTH, to the Class L Certificates, in respect of interest, up to an
amount equal to the aggregate unpaid Interest Shortfalls previously allocated to
such Class;
FORTY-SEVENTH, to the Class L Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;
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FORTY-EIGHTH, to the Class L Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
FORTY-NINTH, to the Class M Certificates, in respect of interest, up to an
amount equal to the Interest Accrual Amount of such Class;
FIFTIETH, to the Class M Certificates, in respect of interest, up to an
amount equal to the aggregate unpaid Interest Shortfalls previously allocated to
such Class;
FIFTY-FIRST, to the Class M Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;
FIFTY-SECOND, to the Class M Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
FIFTY-THIRD, to the Class N Certificates, in respect of interest, up to an
amount equal to the Interest Accrual Amount of such Class;
FIFTY-FOURTH, to the Class N Certificates, in respect of interest, up to an
amount equal to the aggregate unpaid Interest Shortfalls previously allocated to
such Class;
FIFTY-FIFTH, to the Class N Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses until the Certificate Balance of such Class is reduced to zero;
FIFTY-SIXTH, to the Class N Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
FIFTY-SEVENTH to the Class O Certificates, in respect of interest, up to an
amount equal to the Interest Accrual Amount of such Class;
FIFTY-EIGHTH, to the Class O Certificates, in respect of interest, up to an
amount equal to the aggregate unpaid Interest Shortfalls previously allocated to
such Class;
FIFTY-NINTH, to the Class O Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;
SIXTIETH, to the Class O Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class;
SIXTY-FIRST, to the Class P Certificates, in respect of interest, up to an
amount equal to the Interest Accrual Amount of such Class;
SIXTY-SECOND, to the Class P Certificates, in respect of interest, up to an
amount equal to the aggregate unpaid Interest Shortfalls previously allocated to
such Class;
SIXTY-THIRD, to the Class P Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount less
amounts of Principal Distribution Amount distributed pursuant to all prior
clauses until the Certificate Balance of such Class is reduced to zero;
SIXTY-FOURTH, to the Class P Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses,
if any, an amount equal to the aggregate of such unreimbursed Realized Losses
previously allocated to such Class; and
SIXTY-FIFTH, to the Class R and Class LR Certificates as specified in the
Pooling and Servicing Agreement.
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All references to "PRO RATA" in the preceding clauses unless otherwise
specified mean pro rata based upon the amount distributable pursuant to such
clause.
Notwithstanding the foregoing, on each Distribution Date occurring on or
after the Crossover Date, the Principal Distribution Amount will be distributed
to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5 and
Class A-1A Certificates, pro rata, based on their respective Certificate
Balances, in reduction of their respective Certificate Balances, until the
Certificate Balance of each such Class is reduced to zero, provided that
Principal Distribution Amounts distributed to the Class A-5 Certificates will be
applied first to the Class A-5A Certificates until the aggregate Certificate
Balance of such Class is reduced to zero and then to the Class A-5B Certificates
until the aggregate Certificate Balance of such Class is reduced to zero, and
any unreimbursed amounts of Realized Losses previously allocated to such
Classes, if available, will be distributed pro rata based on the amount of
unreimbursed Realized Losses previously allocated to such Classes, provided that
such amounts with respect to the Class A-5 Certificates will be allocated first
to the Class A-5A Certificates until such unreimbursed losses are reimbursed,
together with interest at the applicable Pass-Through Rate, and then to the
Class A-5B Certificates. The "CROSSOVER DATE" is the Distribution Date on which
the Certificate Balance of each Class of Principal Balance Certificates, other
than the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5 and
Class A-1A Certificates, have been reduced to zero. The Class X-C and Class X-P
Certificates will not be entitled to any distribution of principal.
CLASS A-AB PLANNED PRINCIPAL BALANCE
On each Distribution Date, the Class A-AB Certificates have priority with
respect to receiving distributions of principal to reduce the Class A-AB
Certificate Balance to the Planned Principal Balance for such Distribution Date
as described in "--Distributions--Distributions of Available Funds" above. The
"PLANNED PRINCIPAL BALANCE" for any Distribution Date is the balance shown for
such Distribution Date in the table set forth in Annex A-7 to the prospectus
supplement. These balances were calculated using, among other things, the
Modeling Assumptions. Based on the Modeling Assumptions, the Certificate Balance
of the Class A-AB Certificates on each Distribution Date would be reduced to the
balance indicated for the related Distribution Date on Annex A-7. We cannot
assure you, however, that the Mortgage Loans will perform in conformity with the
Modeling Assumptions or that the Certificate Balance of the Class A-AB
Certificates on any Distribution Date will equal the balance that is specified
for that Distribution Date on Annex A-7. In general, once the Certificate
Balances of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates have
been reduced to zero, any remaining portion on any Distribution Date of the
Group 1 Principal Distribution Amount will be distributed to the Class A-AB
Certificates until the Certificate Balance of the Class A-AB Certificates is
reduced to zero.
PREPAYMENT PREMIUMS, YIELD MAINTENANCE CHARGES AND THE YORKTOWNE PLAZA YIELD
MAINTENANCE AMOUNT
On any Distribution Date, Prepayment Premiums and Yield Maintenance Charges
collected in respect of Mortgage Loans included in Loan Group 1 during the
related Collection Period will be required to be distributed by the Trustee to
the holders of the Class A-1 through Class H Certificates (other than the Class
A-1A Certificates and, in the case of the Yorktown Plaza Yield Maintenance
Amount, only to the holders of the Class A-1, Class X-C and Class X-P
Certificates as described below) in the following manner: Such holders will
receive the product of (a) a fraction, not greater than one, the numerator of
which is the amount of principal distributed to such class on such Distribution
Date and the denominator of which is the total amount of principal distributed
to the holders of the Class A-1 through Class H Certificates (other than the
Class A-1A Certificates), (b) the Base Interest Fraction for the related
principal prepayment and such Class of Certificates and (c) Prepayment Premiums
or the Yield Maintenance Charges, as applicable, collected on such principal
prepayment during the related Collection Period.
Any Yield Maintenance Charges or Prepayment Premiums collected during the
related Collection Period remaining after such distributions will be distributed
to the holders of the Class X-C and Class X-P Certificates based on a -/- ratio
through and including the Distribution Date in , 20 and for any Distribution
Date thereafter to the Class X-C Certificates. No Yield Maintenance Charges or
Prepayment Premiums in respect of the Mortgage Loans included in Loan Group 1
will be distributed to holders of any other Class of Certificates.
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In the event GMACCM is required to purchase the Yorktowne Plaza loan
immediately prior to the related borrower defeasing such Mortgage Loan prior to
the Yorktowne Plaza Defeasance Date, the Yorktowne Plaza Yield Maintenance
Amount will be allocated as follows: 25% of the Yorktowne Plaza Yield
Maintenance Amount collected during the related Collection Period will be
distributed to the holders of the Class A-1 Certificates, 50% of the Yorktowne
Plaza Yield Maintenance Amount will be distributed to the Class X-C Certificates
and 25% of the Yorktowne Plaza Yield Maintenance Amount will be distributed to
the holders of the Class X-P Certificates.
No Yield Maintenance Charges, Prepayment Premiums or Yorktowne Plaza Yield
Maintenance Amount in respect of the Mortgage Loans included in Loan Group 1
will be distributed to holders of any other Class of Certificates.
On any Distribution Date, Prepayment Premiums and Yield Maintenance Charges
collected in respect of Mortgage Loans included in Loan Group 2 during the
related Collection Period will be required to be distributed by the Trustee to
the holders of the Class A-1A Certificates in the following manner: the holders
of the Class A-1A Certificates will receive the product of (a) a fraction, not
greater than one, the numerator of which is the amount of principal distributed
to such class on such Distribution Date and the denominator of which is the
total amount of principal distributed to the Class A-1A Certificates on such
Distribution Date, (b) the Base Interest Fraction for the related principal
prepayment and such Class of Certificates and (c) the Prepayment Premiums or
Yield Maintenance Changes, as applicable, collected on such principal prepayment
during the related Collection Period.
Any Yield Maintenance Charges or Prepayment Premiums collected during the
related Collection Period remaining after such distributions will be distributed
to the holders of the Class X-C and Class X-P Certificates based on a -/- ratio
through and including the Distribution Date in , 20 and for any Distribution
Date thereafter to the Class X-C Certificates. No Yield Maintenance Charges or
Prepayment Premiums in respect of the Mortgage Loans included in Loan Group 2
will be distributed to holders of any other Class of Certificates.
The "BASE INTEREST FRACTION" for any principal prepayment on any Mortgage
Loan and for any of the Class A-1 through Class H Certificates, will be a
fraction (not greater than one) (a) whose numerator is the greater of zero and
the amount, if any, by which (i) the Pass-Through Rate on such Class of
Certificates exceeds (ii) the yield rate (as provided by each Servicer) used in
calculating the Prepayment Premium or Yield Maintenance Charge, as applicable,
with respect to such principal prepayment and (b) whose denominator is the
amount, if any, by which the (i) Mortgage Rate on such Mortgage Loan exceeds
(ii) the yield rate (as provided by the applicable Servicer) used in calculating
the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect
to such principal prepayment; PROVIDED, HOWEVER, that if such yield rate is
greater than or equal to the lesser of (x) the Mortgage Rate on such Mortgage
Loan and (y) the Pass-Through Rate described in the clause (a)(i) above, then
the Base Interest Fraction will be zero.
In the case of the Serviced Whole Loans (other than with respect to the
Indian Trail Shopping Center whole loan, the Walker Springs Community Shopping
Center whole loan, the High Point Center whole loan and the CVS-Eckerds-Kansas
City whole loan (collectively, the PNC/Mezz Cap Whole Loans) as described under
"Description of the Mortgage Pool-Split Loan Structures--The PNC/Mezz Cap Whole
Loans--Distributions" in this prospectus supplement), Prepayment Premiums or
Yield Maintenance Charges actually collected in respect of such Whole Loan will
be allocated ratably in proportion based on the amount prepaid to the Mortgage
Loan and the related Companion Loans.
REALIZED LOSSES
The Certificate Balance of the Certificates will be reduced without
distribution on any Distribution Date to the extent of any Realized Loss
allocated to the applicable Class of Certificates on such Distribution Date. As
referred to herein, "REALIZED LOSS" with respect to any Distribution Date means
the amount, if any, by which the aggregate Certificate Balance of the Regular
Certificates (other than the Class X-C and Class X-P Certificates) after giving
effect to distributions made on such Distribution Date exceeds the aggregate
Stated Principal Balance of the Mortgage Loans (for purposes of this calculation
only, the aggregate Stated Principal Balance will not be reduced by the amount
of principal payments
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received on the Mortgage Loans that were used to reimburse each Servicer or
the Trustee from general collections of principal on the Mortgage Loans for
Workout-Delayed Reimbursement Amounts, to the extent those amounts are not
otherwise determined to be Nonrecoverable Advances) immediately following the
Determination Date preceding such Distribution Date. Any such Realized Losses
will be applied to the Classes of Principal Balance Certificates in the
following order, until the Certificate Balance of each is reduced to zero:
FIRST, to the Class P Certificates, SECOND, to the Class O Certificates, THIRD,
to the Class N Certificates, FOURTH, to the Class M Certificates, FIFTH, to the
Class L Certificates, SIXTH, to the Class K Certificates, SEVENTH, to the Class
J Certificates, EIGHTH, to the Class H Certificates, NINTH, to the Class G
Certificates, TENTH, to the Class F Certificates, ELEVENTH, to the Class E
Certificates, TWELFTH, to the Class D Certificates, THIRTEENTH, to the Class C
Certificates, FOURTEENTH, to the Class B Certificates, FIFTEENTH, to the Class
A-J Certificates and FINALLY, PRO RATA, to the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-AB, Class A-5 and Class A-1A Certificates based on their
respective Certificate Balances, PROVIDED that losses allocated to the Class A-5
Certificates will be applied first to the Class A-5B Certificates and then to
the Class A-5A Certificates. Any amounts recovered in respect of any such
amounts previously allocated as Realized Losses will be distributed to the
Classes of Principal Balance Certificates in reverse order of allocation of such
Realized Losses thereto. Shortfalls in Available Funds resulting from the
following expenses will be allocated in the same manner as Realized Losses:
o interest on Advances (to the extent not covered by Default Interest and
late payment fees);
o additional servicing compensation (including the special servicing
fee);
o extraordinary expenses of the Trust and other additional expenses of
the Trust;
o a reduction of the interest rate of a Mortgage Loan by a bankruptcy
court pursuant to a plan of reorganization or pursuant to any of its
equitable powers; or
o a reduction in interest rate or a forgiveness of principal of a
Mortgage Loan as described under "The Pooling and Servicing
Agreement-Modifications," in this prospectus supplement or otherwise.
Net Prepayment Interest Shortfalls, as described under "--Prepayment
Interest Shortfalls" in this prospectus supplement, will be allocated to, and be
deemed distributed to, each Class of Certificates, PRO RATA, based upon amounts
distributable in respect of interest to each such Class (without giving effect
to any such allocation of Net Prepayment Interest Shortfall). The Notional
Balances of the Class X-C and Class X-P Certificates will be reduced to reflect
reductions in the Certificate Balances of the Classes of Principal Balance
Certificates that are included in the calculation of such Notional Balances, as
set forth above, as a result of write-offs in respect of final recovery
determinations in respect of liquidation of defaulted Mortgage Loans.
The "STATED PRINCIPAL BALANCE" of each Mortgage Loan will generally equal
the Cut-off Date Balance thereof (or in the case of a Replacement Mortgage Loan,
the outstanding principal balance as of the related date of substitution and
after application of all scheduled payments of principal and interest due on or
before the related Due Date in the month of substitution, whether or not
received), reduced (to not less than zero) on each Distribution Date by (i) all
payments or other collections (or P&I Advances in lieu thereof) of principal of
such Mortgage Loan that have been distributed on the Certificates on such
Distribution Date or applied to any other payments required under the Pooling
and Servicing Agreement on or prior to such date of determination and (ii) any
principal forgiven by the Special Servicer (or with respect to a Non-Serviced
Mortgage Loan, by the applicable other special servicer) and other principal
losses realized in respect of such Mortgage Loan during the related Collection
Period (or with respect to a Non-Serviced Mortgage Loan, other principal losses
realized in respect of such Non-Serviced Mortgage Loan during the related
Collection Period as determined in accordance with the terms of the related
other pooling and servicing agreement).
With respect to each Non-Serviced Mortgage Loan, any additional trust
expenses under the pooling and servicing agreement governing such Non-Serviced
Mortgage Loan that are similar to those expenses resulting in Realized Losses
and that relate to a Non-Serviced Mortgage Loan are to be paid out of
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collections on, and other proceeds of, the related Non-Serviced Mortgage Loan
and the related Companion Loans, thereby potentially resulting in a loss to the
Trust.
PREPAYMENT INTEREST SHORTFALLS
For any Distribution Date, a "PREPAYMENT INTEREST SHORTFALL" will arise
with respect to any Mortgage Loan if (i) a borrower makes a full Principal
Prepayment or a Balloon Payment during the related Collection Period or (ii) a
prepayment due to receipt of insurance proceeds, Liquidation Proceeds or
condemnation proceeds, as applicable, and the date such payment was made or
amounts received (or, in the case of a Balloon Payment, the date through which
interest thereon accrues) occurred prior to the Due Date for such Mortgage Loan
in the related Collection Period. Such a shortfall arises because the amount of
interest which accrues on the amount of such Principal Prepayment, the principal
portion of a Balloon Payment or prepayment due to the receipt of insurance
proceeds, Liquidation Proceeds or condemnation proceeds, as the case may be,
will be less than the corresponding amount of interest accruing on the
Certificates and fees payable to the Trustee and each Servicer. In such case,
the Prepayment Interest Shortfall will generally equal the excess of (a) the
aggregate amount of interest which would have accrued on the Stated Principal
Balance of such Mortgage Loan for the one month period ending on such Due Date
if such Principal Prepayment, Balloon Payment or prepayment due to receipt of
insurance proceeds, Liquidation Proceeds or condemnation proceeds had not been
made over (b) the aggregate interest that did so accrue through the date such
payment was made.
In any case in which a Principal Prepayment in full or in part, a Balloon
Payment or prepayment due to receipt of insurance proceeds, Liquidation Proceeds
or condemnation proceeds is made during any Collection Period after the Due Date
for a Mortgage Loan in the related Collection Period, a "PREPAYMENT INTEREST
EXCESS" will arise since the amount of interest which accrues on the amount of
such Principal Prepayment, the principal portion of a Balloon Payment or
prepayment due to receipt of insurance proceeds, Liquidation Proceeds or
condemnation proceeds will exceed the corresponding amount of interest accruing
on the Certificates and fees payable to the Trustee and the Servicers.
With respect to any Mortgage Loan (other than a Specially Serviced Mortgage
Loan and a Non-Serviced Mortgage Loan) that has been subject to a Principal
Prepayment and a Prepayment Interest Shortfall (other than at the request of or
with the consent of the Directing Certificateholder), the Servicer of such
Mortgage Loan will be required to deliver to the Trustee for deposit in the
Distribution Account, without any right of reimbursement therefor, a cash
payment (the "SERVICER PREPAYMENT INTEREST SHORTFALL"), in an amount equal to
the lesser of (x) the aggregate amount of Prepayment Interest Shortfalls
incurred in connection with Principal Prepayments received in respect of the
Mortgage Loans serviced by it (other than a Specially Serviced Mortgage Loan and
a Non-Serviced Mortgage Loan) during the related Collection Period, and (y) the
aggregate of (A) the portion of its Servicing Fees that is being paid in such
Collection Period with respect to the Mortgage Loans serviced by it (other than
a Specially Serviced Mortgage Loan and a Non-Serviced Mortgage Loan) and (B) all
Prepayment Interest Excess received during the related Collection Period on the
Mortgage Loans (other than a Specially Serviced Mortgage Loan and a Non-Serviced
Mortgage Loan) serviced by the applicable Servicer; PROVIDED, HOWEVER, that the
rights of the Certificateholders to offset of the aggregate Prepayment Interest
Shortfalls will not be cumulative. Notwithstanding the previous sentence, if any
Mortgage Loan (other than a Specially Serviced Mortgage Loan or a Non-Serviced
Mortgage Loan) has been subject to a Principal Prepayment and a Prepayment
Interest Shortfall as a result of (i) the payment of insurance proceeds or
condemnation proceeds, (ii) subsequent to a default under the related Mortgage
Loan Documents (PROVIDED that the applicable Servicer reasonably believes that
acceptance of such prepayment is consistent with the Servicing Standard), (iii)
pursuant to applicable law or a court order, the portion of the Servicing Fee
described in clause (A) of the preceding sentence shall be limited to that
portion of its Servicing Fees computed at a rate of 0.02% per annum and paid in
such Collection Period with respect to the Mortgage Loans serviced by it (other
than Specially Serviced Mortgage Loans and Non-Serviced Mortgage Loans).
"NET PREPAYMENT INTEREST SHORTFALL" means with respect to the Mortgage
Loans, the aggregate Prepayment Interest Shortfalls in excess of the Servicer
Prepayment Interest Shortfall. The Net Prepayment Interest Shortfall will
generally be allocated to each Class of Certificates, PRO RATA, based on
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interest amounts distributable (without giving effect to any such allocation of
Net Prepayment Interest Shortfall) to each such Class.
To the extent that the Prepayment Interest Excess for all Mortgage Loans
serviced by the applicable Servicer exceeds such Prepayment Interest Shortfalls
for all Mortgage Loans serviced by the applicable Servicer as of any
Distribution Date, such excess amount (the "NET PREPAYMENT INTEREST EXCESS")
will be payable to such Servicer as additional compensation.
SUBORDINATION
As a means of providing a certain amount of protection to the holders of
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5A, Class
A-5B, Class A-1A, Class X-C and Class X-P Certificates (except as set forth
below) against losses associated with delinquent and defaulted Mortgage Loans,
the rights of the holders of the Class A-J, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O
and Class P Certificates (collectively, the "SUBORDINATE CERTIFICATES") to
receive distributions of interest and principal (if applicable) with respect to
the Mortgage Loans, as applicable, will be subordinated to such rights of the
holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class
A-5, Class A-1A, Class X-C and Class X-P Certificates, provided that
distributions of interest and principal (if applicable) with respect to the
Class A-5 Certificates will be allocated first to the Class A-5A Certificates up
to their entitlement and then to the Class A-5B Certificates up to their
entitlement. The Class A-J Certificates will be likewise protected by the
subordination of the Class B, Class C, Class D, Class E, Class F, Class G, Class
H, Class J, Class K, Class L, Class M, Class N, Class O and Class P
Certificates. The Class B Certificates will be likewise protected by the
subordination of the Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O and Class P Certificates. The
Class C Certificates will be likewise protected by the subordination of the
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O and Class P Certificates. The Class D Certificates will be
likewise protected by the subordination of the Class E, Class F, Class G, Class
H, Class J, Class K, Class L, Class M, Class N, Class O and Class P
Certificates. This subordination will be effected in two ways: (i) by the
preferential right of the holders of a Class of Regular Certificates to receive
on any Distribution Date the amounts of interest and principal distributable in
respect of such Regular Certificates on such date prior to any distribution
being made on such Distribution Date in respect of any Classes of Regular
Certificates subordinate thereto, and (ii) by the allocation of Realized Losses,
FIRST, to the Class P Certificates, SECOND, to the Class O Certificates, THIRD,
to the Class N Certificates, FOURTH, to the Class M Certificates, FIFTH, to the
Class L Certificates, SIXTH, to the Class K Certificates, SEVENTH, to the Class
J Certificates, EIGHTH, to the Class H Certificates, NINTH, to the Class G
Certificates, TENTH, to the Class F Certificates, ELEVENTH, to the Class E
Certificates, TWELFTH, to the Class D Certificates, THIRTEENTH, to the Class C
Certificates, FOURTEENTH, to the Class B Certificates, FIFTEENTH, to the Class
A-J Certificates, and FINALLY, PRO RATA, to the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-AB, Class A-5 and Class A-1A Certificates based on their
respective Certificate Balances for Realized Losses, PROVIDED that losses
allocated to the Class A-5 Certificates will be applied first to the Class A-5B
Certificates and then to the Class A-5A Certificates. No other form of credit
enhancement will be available for the benefit of the holders of the Offered
Certificates.
Allocation of principal distributions to the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-AB, Class A-5A, Class A-5B and Class A-1A Certificates
(collectively, the "CLASS A CERTIFICATES") 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
the Class A Certificates, the percentage interest in the Trust Fund evidenced by
the 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 the Class A Certificates by the Subordinate
Certificates.
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APPRAISAL REDUCTIONS
With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Serviced Whole Loan, on the first Distribution Date following the earliest of
(i) the date on which such Mortgage Loan or Serviced Whole Loan becomes a
Modified Mortgage Loan (as defined below), (ii) the 90th day following the
occurrence of any uncured delinquency in Monthly Payments with respect to such
Mortgage Loan or Serviced Whole Loan, (iii) receipt of notice that the related
borrower has filed a bankruptcy petition or the date on which a receiver is
appointed and continues in such capacity or the 60th day after the related
borrower becomes the subject of involuntary bankruptcy proceedings and such
proceedings are not dismissed in respect of the Mortgaged Property securing such
Mortgage Loan or Serviced Whole Loan, (iv) the date on which the Mortgaged
Property securing such Mortgage Loan or Serviced Whole Loan becomes an REO
Property, (v) the 60th day after the third anniversary of any extension of a
Mortgage Loan or Serviced Whole Loan and (vi) with respect to a Balloon Loan, a
payment default shall have occurred with respect to the related Balloon Payment;
PROVIDED, HOWEVER, if (A) the related borrower is diligently seeking a
refinancing commitment (and delivers a statement to that effect to the
applicable Servicer, who shall promptly deliver a copy to the Special Servicer
and the Controlling Class Representative, within 30 days after the default), (B)
the related borrower continues to make its Assumed Scheduled Payment, (C) no
other Servicing Transfer Event has occurred with respect to that Mortgage Loan
or Serviced Whole Loan and (D) the Controlling Class Representative consents, an
Appraisal Reduction Event will not occur until 60 days beyond the related
maturity date; and PROVIDED, further, if the related borrower has delivered to
the applicable Servicer, who shall have promptly delivered a copy to the Special
Servicer and the Controlling Class Representative, on or before the 60th day
after the related maturity date, a refinancing commitment reasonably acceptable
to the Special Servicer and the Controlling Class Representative, and the
borrower continues to make its Assumed Scheduled Payments (and no other
Servicing Transfer Event has occurred with respect to that Mortgage), an
Appraisal Reduction Event will not occur until the earlier of (1) 120 days
beyond the related maturity date and (2) the termination of the refinancing
commitment; (any of clauses (i), (ii), (iii), (iv), (v) and (vi), an "APPRAISAL
REDUCTION EVENT"), an Appraisal Reduction Amount will be calculated. The
"APPRAISAL REDUCTION AMOUNT" for any Distribution Date and for any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or the Serviced Whole Loan as to which
any Appraisal Reduction Event has occurred will be an amount equal to the
excess, if any, of (a) the outstanding Stated Principal Balance of such Mortgage
Loan or the applicable Serviced Whole Loan over (b) the excess of (i) 90% of the
sum of the appraised values (net of any prior mortgage liens but including all
escrows and reserves (other than escrows and reserves for taxes and insurance))
of the related Mortgaged Properties securing such Mortgage Loan or the
applicable Serviced Whole Loan as determined by Updated Appraisals obtained by
the Special Servicer (the costs of which shall be paid by the applicable
Servicer as Property Advance) minus any downward adjustments the Special
Servicer deems appropriate (without implying any duty to do so) based upon its
review of the Appraisal and any other information it may deem appropriate or, in
the case of Mortgage Loans or Serviced Whole Loans having a principal balance
under $2,000,000, 90% of the sum of the estimated values of the related
Mortgaged Properties, as described below over (ii) the sum of (A) to the extent
not previously advanced by the Servicers or the Trustee, all unpaid interest on
such Mortgage Loan or the applicable Serviced Whole Loan at a per annum rate
equal to the Mortgage Rate (or with respect to the applicable Serviced Whole
Loan, the weighted average of its Mortgage Rates), (B) all unreimbursed Property
Advances and the principal portion of all unreimbursed P&I Advances, and all
unpaid interest on Advances at the Advance Rate in respect of such Mortgage Loan
or the applicable Serviced Whole Loan, (C) any other unpaid additional Trust
expenses in respect of such Mortgage Loan or the applicable Serviced Whole Loan
and (D) all currently due and unpaid real estate taxes, ground rents and
assessments and insurance premiums and all other amounts due and unpaid with
respect to such Mortgage Loan or the applicable Serviced Whole Loan (which
taxes, premiums (net of any escrows or reserves therefor) and other amounts have
not been the subject of an Advance by the Servicers, the Special Servicer or the
Trustee, as applicable); PROVIDED, HOWEVER, that in the event that the Special
Servicer has not received an Updated Appraisal or Small Loan Appraisal Estimate
within the time frame described below, the Appraisal Reduction Amount will be
deemed to be an amount equal to 25% of the current Stated Principal Balance of
the related Mortgage Loan or the applicable Serviced Whole Loan until an Updated
Appraisal or Small Loan Appraisal Estimate is received and the Appraisal
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Reduction Amount is calculated. Notwithstanding the foregoing, within 60 days
after the Appraisal Reduction Event (or in the case of an Appraisal Reduction
Event occurring by reason of clause (ii) of the definition thereof, 30 days) (i)
with respect to Mortgage Loans (other than the Non-Serviced Mortgage Loans) or
an applicable Serviced Whole Loan having a principal balance of $2,000,000 or
higher, the Special Servicer will be required to obtain an Updated Appraisal,
and (ii) for Mortgage Loans (other than the Non-Serviced Mortgage Loans) or an
applicable Serviced Whole Loan having a principal balance under $2,000,000, the
Special Servicer will be required, at its option, (A) to provide its good faith
estimate (a "SMALL LOAN APPRAISAL ESTIMATE") of the value of the Mortgaged
Properties within the same time period as an appraisal would otherwise be
required and such Small Loan Appraisal Estimate will be used in lieu of an
Updated Appraisal to calculate an Appraisal Reduction Amount for such Mortgage
Loans or applicable Serviced Whole Loan, or (B) to obtain, with the consent of
the Controlling Class Representative, an Updated Appraisal. On the first
Distribution Date occurring on or after the delivery of such an Updated
Appraisal, the Special Servicer will be required to adjust the Appraisal
Reduction Amount to take into account such appraisal (regardless of whether the
Updated Appraisal is higher or lower than the Small Loan Appraisal Estimate). To
the extent required in the Pooling and Servicing Agreement, Appraisal Reduction
Amounts will be recalculated on each Distribution Date and an Updated Appraisal
will be obtained annually.
At any time that an Appraisal Reduction Amount exists with respect to any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Controlling Class
Representative may, at its own expense, obtain and deliver to the applicable
Servicer, the Special Servicer and the Trustee an appraisal that satisfies the
requirements of an Updated Appraisal (as defined below), and upon the written
request of the Controlling Class Representative, the Special Servicer must
recalculate the Appraisal Reduction Amount in respect of such Mortgage Loan or
the applicable Serviced Whole Loan based on such appraisal (but subject to any
downward adjustments by the Special Servicer as provided in the preceding
paragraph) and will be required to notify the Trustee, the applicable Servicer
and the Controlling Class Representative of such recalculated Appraisal
Reduction Amount.
Contemporaneously with the earliest of (i) the effective date of any
modification of the stated maturity, Mortgage Rate, principal balance or
amortization terms of any Mortgage Loan or Serviced Whole Loan, any extension of
the maturity date of a Mortgage Loan or Serviced Whole Loan or consent to the
release of any Mortgaged Property or REO Property from the lien of the related
Mortgage other than pursuant to the terms of the Mortgage Loan or Serviced Whole
Loan, (ii) the occurrence of an Appraisal Reduction Event, (iii) a default in
the payment of a Balloon Payment for which an extension has not been granted or
(iv) the date on which the Special Servicer, consistent with the Servicing
Standard, requests an Updated Appraisal, the Special Servicer will be required
to obtain an appraisal (or a letter update for an existing appraisal which is
less than two years old) of the Mortgaged Property or REO Property, as the case
may be, from an independent appraiser who is a member of the Appraiser Institute
(an "UPDATED APPRAISAL") or a Small Loan Appraisal Estimate, as applicable,
PROVIDED, that, the Special Servicer will not be required to obtain an Updated
Appraisal or Small Loan Appraisal Estimate of any Mortgaged Property with
respect to which there exists an appraisal or Small Loan Appraisal Estimate
which is less than 12 months old. The Special Servicer will be required to
update, on an annual basis, each Small Loan Appraisal Estimate or Updated
Appraisal for so long as the related Mortgage Loan or Serviced Whole Loan
remains specially serviced.
Each Serviced Whole Loan will be treated as a single mortgage loan for
purposes of calculating an Appraisal Reduction Amount with respect to the
mortgage loans that comprise such Whole Loan. Any Appraisal Reduction on a
Serviced Whole Loan will generally be allocated or deemed allocated, first, to
the holder of the related B Loan (up to the full principal balance thereof) if
any, and, then, to the holders of the related Mortgage Loan and the related Pari
Passu Companion Loan, if any, PRO RATA, based on each such loan's outstanding
principal balance.
In the event that an Appraisal Reduction Event occurs with respect to a
Mortgage Loan, the amount advanced by the applicable Servicer with respect to
delinquent payments of interest for such Mortgage Loan will be reduced as
described under "The Pooling and Servicing Agreement--Advances" in this
prospectus supplement.
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Each Non-Serviced Mortgage Loan is subject to provisions in the pooling and
servicing agreement governing such loan relating to appraisal reductions that
are substantially similar but not identical to the provisions set forth above.
The existence of an appraisal reduction in respect of a Non-Serviced Mortgage
Loan will proportionately reduce the applicable Servicer's or the Trustee's, as
the case may be, obligation to make P&I Advances on such Non-Serviced Mortgage
Loan and will generally have the effect of reducing the amount otherwise
available for current distributions to the holders of the most subordinate Class
or Classes of Certificates. Any such appraisal reduction on a Non-Serviced
Mortgage Loan will generally be allocated, first, to the holder of the related B
Loan (up to the full principal balance thereof) if any, and, then, to the
holders of the related Mortgage Loan and related Pari Passu Companion Loans, if
any, PRO RATA, based on each such loan's outstanding principal balance.
A "MODIFIED MORTGAGE LOAN" is any Specially Serviced Mortgage Loan which
has been modified by the Special Servicer in a manner that: (a) affects the
amount or timing of any payment of principal or interest due thereon (other
than, or in addition to, bringing current Monthly Payments with respect to such
Mortgage Loan); (b) except as expressly contemplated by the related Mortgage,
results in a release of the lien of the Mortgage on any material portion of the
related Mortgaged Property without a corresponding Principal Prepayment in an
amount not less than the fair market value (as is) of the property to be
released; or (c) in the reasonable good faith judgment of the Special Servicer,
otherwise materially impairs the security for such Mortgage Loan or Serviced
Whole Loan or reduces the likelihood of timely payment of amounts due thereon.
DELIVERY, FORM AND DENOMINATION
The Offered Certificates will be issuable in registered form, in minimum
denominations of Certificate Balance of (i) $10,000 with respect to the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5A, Class A-5B, Class
A-1A and Class A-J Certificates and multiples of $1 in excess thereof; (ii)
$25,000 with respect to Classes B, C and D Certificates and multiples of $1 in
excess thereof; and (iii) $1,000,000 with respect to the Class X-P Certificates
and multiples of $1 in excess thereof.
The Offered Certificates will initially be represented by one or more
global Certificates for each such Class registered in the name of the nominee of
DTC. The Depositor has been informed by DTC that DTC's nominee will be Cede &
Co. No holder of an Offered Certificate will be entitled to receive a
certificate issued in fully registered, certificated form (each, a "DEFINITIVE
CERTIFICATE") representing its interest in such Class, except under the limited
circumstances described in the prospectus under "Description of the
Certificates-Book-Entry Registration and Definitive Certificates." Unless and
until Definitive Certificates are issued, all references to actions by holders
of the Offered Certificates will refer to actions taken by DTC upon instructions
received from holders of Offered Certificates through its participating
organizations (together with Clearstream Banking Luxembourg, a division of
Clearstream International, societe anonyme ("CLEARSTREAM") and Euroclear
participating organizations, the "PARTICIPANTS"), and all references herein to
payments, notices, reports, statements and other information to holders of
Offered Certificates will refer to payments, notices, reports and statements to
DTC or Cede & Co., as the registered holder of the Offered Certificates, for
distribution to holders of Offered Certificates through its Participants in
accordance with DTC procedures; PROVIDED, HOWEVER, that to the extent that the
party responsible for distributing any report, statement or other information
has been provided with the name of the beneficial owner of a Certificate (or the
prospective transferee of such beneficial owner), such report, statement or
other information will be provided to such beneficial owner (or prospective
transferee).
Until Definitive Certificates are issued in respect of the Offered
Certificates, interests in the Offered Certificates will be transferred on the
book-entry records of DTC and its Participants. The Trustee will initially serve
as certificate registrar (in such capacity, the "CERTIFICATE REGISTRAR") for
purposes of recording and otherwise providing for the registration of the
Offered Certificates.
A "CERTIFICATEHOLDER" under the Pooling and Servicing Agreement will be the
person in whose name a Certificate is registered in the certificate register
maintained pursuant to the Pooling and Servicing Agreement, except that solely
for the purpose of giving any consent or taking any action pursuant to the
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Pooling and Servicing Agreement, any Certificate registered in the name of the
Depositor, the Servicers, the Special Servicer, the Trustee (in its individual
capacity), a manager of a Mortgaged Property, a borrower or any person
affiliated with the Depositor, the Servicers, the Special Servicer, the Trustee,
such manager or a borrower will be deemed not to be outstanding and the Voting
Rights to which it is entitled will not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any such
consent or take any such action has been obtained; PROVIDED, HOWEVER, that for
purposes of obtaining the consent of Certificateholders to an amendment to the
Pooling and Servicing Agreement, any Certificates beneficially owned by either
Servicer or Special Servicer or an affiliate will be deemed to be outstanding,
provided that such amendment does not relate to compensation of the Servicers or
Special Servicer or otherwise benefit the Servicers or the Special Servicer in
any material respect; PROVIDED, FURTHER, that for purposes of obtaining the
consent of Certificateholders to any action proposed to be taken by the Special
Servicer with respect to a Specially Serviced Mortgage Loan, any Certificates
beneficially owned by the Special Servicer or an affiliate will be deemed not to
be outstanding, PROVIDED, FURTHER, HOWEVER, that such restrictions will not
apply to the exercise of the Special Servicer's rights, if any, as a member of
the Controlling Class. Notwithstanding the foregoing, solely for purposes of
providing or distributing any reports, statements or other information pursuant
to the Pooling and Servicing Agreement, a Certificateholder will include any
beneficial owner (or, subject to a confidentiality agreement (in the form
attached to the Pooling and Servicing Agreement), a prospective transferee of a
beneficial owner) to the extent that the party required or permitted to provide
or distribute such report, statement or other information has been provided with
the name of such beneficial owner (or prospective transferee). See "Description
of the Certificates--Book-Entry Registration and Definitive Certificates" in the
prospectus.
BOOK-ENTRY REGISTRATION
Holders of Offered Certificates may hold their Certificates through DTC (in
the United States) or Clearstream or Euroclear (in Europe) if they are
Participants of such system, or indirectly through organizations that are
participants in such systems. Clearstream and Euroclear will hold omnibus
positions on behalf of the Clearstream Participants and the Euroclear
Participants, respectively, through customers' securities accounts in
Clearstream's and Euroclear's names on the books of their respective
depositaries (collectively, the "DEPOSITARIES") which in turn will hold such
positions in customers' securities accounts in the Depositaries' names on the
books of DTC. DTC is a limited purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. DTC was created to hold securities for its Participants and to
facilitate the clearance and settlement of securities transactions between
Participants through electronic computerized book-entries, thereby eliminating
the need for physical movement of certificates. Participants include securities
brokers and dealers, banks, trust companies and clearing corporations. Indirect
access to the DTC system also is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("INDIRECT
PARTICIPANTS").
Transfers between DTC Participants will occur in accordance with DTC rules.
Transfers between Clearstream Participants and Euroclear Participants will occur
in accordance with their applicable rules and operating procedures. For
additional information regarding clearance and settlement procedures for the
Offered Certificates and for information with respect to tax documentation
procedures relating to the Offered Certificates, see Annex C hereto.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly through Clearstream Participants or
Euroclear Participants, on the other, will be effected in DTC in accordance with
DTC rules on behalf of the relevant European international clearing system by
its Depositary; however, such cross-market transactions will require delivery of
instructions to the relevant European international clearing system by the
counterparty in such system in accordance with its rules and procedures. If the
transaction complies with all relevant requirements, Euroclear or
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Clearstream, as the case may be, will then deliver instructions to the
Depository to take action to effect final settlement on its behalf.
Because of time-zone differences, credits of securities in Clearstream or
Euroclear as a result of a transaction with a DTC Participant will be made
during the subsequent securities settlement processing, dated the business day
following the DTC settlement date, and such credits or any transactions in such
securities settled during such processing will be reported to the relevant
Clearstream Participant or Euroclear Participant on such business day. Cash
received in Clearstream or Euroclear as a result of sales of securities by or
through a Clearstream Participant or a Euroclear Participant to a DTC
Participant will be received with value on the DTC settlement date but will be
available in the relevant Clearstream or Euroclear cash account only as of the
business day following settlement in DTC.
The holders of Offered Certificates that are not Participants or Indirect
Participants but desire to purchase, sell or otherwise transfer ownership of, or
other interests in, Offered Certificates may do so only through Participants and
Indirect Participants. In addition, holders of Offered Certificates will receive
all distributions of principal and interest from the Trustee through the
Participants who in turn will receive them from DTC. Under a book-entry format,
holders of Offered Certificates may experience some delay in their receipt of
payments, reports and notices, since such payments, reports and notices will be
forwarded by the Trustee to Cede & Co., as nominee for DTC. DTC will forward
such payments, reports and notices to its Participants, which thereafter will
forward them to Indirect Participants, Clearstream, Euroclear or holders of
Offered Certificates.
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "RULES"), DTC is required to make book-entry transfers of
Offered Certificates among Participants on whose behalf it acts with respect to
the Offered Certificates and to receive and transmit distributions of principal
of, and interest on, the Offered Certificates. Participants and Indirect
Participants with which the holders of Offered Certificates have accounts with
respect to the Offered Certificates similarly are required to make book-entry
transfers and receive and transmit such payments on behalf of their respective
holders of Offered Certificates. Accordingly, although the holders of Offered
Certificates will not possess the Offered Certificates, the Rules provide a
mechanism by which Participants will receive payments on Offered Certificates
and will be able to transfer their interest.
Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a holder of
Offered Certificates to pledge such Certificates to persons or entities that do
not participate in the DTC system, or to otherwise act with respect to such
Certificates, may be limited due to the lack of a physical certificate for such
Certificates.
DTC has advised the Depositor that it will take any action permitted to be
taken by a holder of an Offered Certificate under the Pooling and Servicing
Agreement only at the direction of one or more Participants to whose accounts
with DTC the Offered Certificates are credited. DTC may take conflicting actions
with respect to other undivided interests to the extent that such actions are
taken on behalf of Participants whose holdings include such undivided interests.
Clearstream is incorporated under the laws of Luxembourg as a professional
depository. Clearstream holds securities for its participating organizations
("CLEARSTREAM PARTICIPANTS") and facilitates the clearance and settlement of
securities transactions between Clearstream Participants through electronic
book-entry changes in accounts of Clearstream Participants, thereby eliminating
the need for physical movement of certificates.
Euroclear was created in 1968 to hold securities for participants of the
Euroclear system ("EUROCLEAR PARTICIPANTS") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System and applicable Belgian law
(collectively, the "TERMS AND CONDITIONS"). The Terms and Conditions govern
transfers of securities and cash within the Euroclear system, withdrawal of
securities and cash from the Euroclear system, and receipts of payments with
respect to securities in the Euroclear system.
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Although DTC, Euroclear and Clearstream have implemented the foregoing
procedures in order to facilitate transfers of interests in Global Certificates
among Participants of DTC, Euroclear and Clearstream, they are under no
obligation to perform or to continue to comply with such procedures, and such
procedures may be discontinued at any time. None of the Depositor, the Trustee,
the Servicers, the Special Servicer or the Underwriters will have any
responsibility for the performance by DTC, Euroclear or Clearstream or their
respective direct or indirect Participants of their respective obligations under
the rules and procedures governing their operations.
The information herein concerning DTC, Clearstream and Euroclear and their
book-entry systems has been obtained from sources believed to be reliable, but
the Depositor takes no responsibility for the accuracy or completeness thereof.
DEFINITIVE CERTIFICATES
Definitive Certificates will be delivered to beneficial owners of the
Offered Certificates ("CERTIFICATE OWNERS") (or their nominees) only if (i) DTC
is no longer willing or able properly to discharge its responsibilities as
depository with respect to the book-entry certificates, and the Depositor is
unable to locate a qualified successor, (ii) the Depositor, at its sole option,
elects to terminate the book-entry system through DTC with respect to some or
all of any Class or Classes of Certificates, or (iii) after the occurrence of an
Event of Default under the Pooling and Servicing Agreement, Certificate Owners
representing a majority in principal amount of the book-entry certificates then
outstanding advise the Trustee and DTC through DTC Participants in writing that
the continuation of a book-entry system through DTC (or a successor thereto) is
no longer in the best interest of Certificate Owners.
Upon the occurrence of any of the events described in clauses (i) through
(iii) in the immediately preceding paragraph, the Trustee is required to notify
all affected Certificateholders (through DTC and related DTC Participants) of
the availability through DTC of Definitive Certificates. Upon delivery of
Definitive Certificates, the Trustee, the Certificate Registrar and the
Servicers will recognize the holders of such Definitive Certificates as holders
under the Pooling and Servicing Agreement ("HOLDERS"). Distributions of
principal and interest on the Definitive Certificates will be made by the
Trustee directly to Holders of Definitive Certificates in accordance with the
procedures set forth in the Prospectus and the Pooling and Servicing Agreement.
Upon the occurrence of any of the events described in clauses (i) through
(iii) of the second preceding paragraph, requests for transfer of Definitive
Certificates will be required to be submitted directly to the Certificate
Registrar in a form acceptable to the Certificate Registrar (such as the forms
which will appear on the back of the certificate representing a Definitive
Certificate), signed by the Holder or such Holder's legal representative and
accompanied by the Definitive Certificate or Certificates for which transfer is
being requested. The Trustee will be appointed as the initial Certificate
Registrar.
YIELD AND MATURITY CONSIDERATIONS
YIELD CONSIDERATIONS
GENERAL. The yield on any Offered Certificate will depend on: (i) the
Pass-Through Rate in effect from time to time for that Certificate; (ii) the
price paid for that Certificate and the rate and timing of payments of principal
on that Certificate; and (iii) the aggregate amount of distributions on that
Certificate.
PASS-THROUGH RATE. The Pass-Through Rate applicable to each class of
Offered Certificates for any Distribution Date will be the rate specified in the
definition of the "Pass-Through Rate" in the "Description of the Offered
Certificates--Distributions" in this prospectus supplement. The yield on the
Offered Certificates will be sensitive to changes in the relative composition of
the Mortgage Loans as a result of scheduled amortization, voluntary prepayments,
liquidations of Mortgage Loans following
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default and repurchases of Mortgage Loans. Losses or payments of principal on
the Mortgage Loans with higher Net Mortgage Pass-Through Rates could result in a
reduction in the Weighted Average Net Mortgage Pass-Through Rate, thereby, to
the extent that the rate applicable to a particular Class of Offered
Certificates is not a fixed rate, reducing the Pass-Through Rate on such Class
of Offered Certificates.
See "YIELD AND MATURITY CONSIDERATIONS" in the prospectus, "DESCRIPTION OF
THE OFFERED CERTIFICATES" and "DESCRIPTION OF THE MORTGAGE POOL" in this
prospectus supplement and "--RATE AND TIMING OF PRINCIPAL PAYMENTS" below.
RATE AND TIMING OF PRINCIPAL PAYMENTS. The yield to holders of the Offered
Certificates will be affected by the rate and timing of principal payments on
the Mortgage Loans (including Principal Prepayments on the Mortgage Loans
resulting from both voluntary prepayments by the borrowers and involuntary
liquidations). The rate and timing of principal payments on the Mortgage Loans
will in turn be affected by, among other things, the amortization schedules
thereof or the dates on which Balloon Payments 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). Prepayments and, assuming the
respective stated maturity dates have not occurred, liquidations and purchases
of the Mortgage Loans, will result in distributions on the Principal Balance
Certificates of amounts that otherwise would have been 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
Principal Balance Certificates) while workouts are negotiated or foreclosures
are completed. See "THE POOLING AND SERVICING AGREEMENT--AMENDMENT" and
"--MODIFICATIONS" in this prospectus supplement and "DESCRIPTION OF THE POOLING
AGREEMENTS--REALIZATION UPON DEFAULTED MORTGAGE LOANS" and "CERTAIN LEGAL
ASPECTS OF THE MORTGAGE LOANS--FORECLOSURE" in the prospectus. Because the rate
of principal payments on the Mortgage Loans will depend on future events and a
variety of factors (as described 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. See "RISK FACTORS--RISKS RELATED TO THE
MORTGAGE LOANS--BORROWER MAY BE UNABLE TO REPAY THE REMAINING PRINCIPAL BALANCE
ON THE MATURITY DATE" in this prospectus supplement.
The extent to which the yield to maturity of an Offered Certificate may
vary from the anticipated yield will depend upon the degree to which such
Certificate is purchased at a discount or premium and when, and to what degree,
payments of principal on the Mortgage Loans are in turn distributed on or
otherwise result in the reduction of the Certificate Balance of such
Certificate. An investor should consider, in the case of an Offered Certificate
purchased at a discount, the risk that a slower than anticipated rate of
principal payments on such Certificate could result in an actual yield to such
investor that is lower than the anticipated yield and, in the case of an Offered
Certificate purchased at a premium, the risk that a faster than anticipated rate
of principal payments on such Certificate could result in an actual yield to
such investor that is lower than the anticipated yield. In general, the earlier
a payment of principal is made on 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 such
investor's Offered Certificates occurring at a rate higher (or lower) than the
rate anticipated by the investor during any particular period would not be fully
offset by a subsequent like reduction (or increase) in the rate of principal
payments.
LOSSES AND SHORTFALLS. The yield to holders of the Offered Certificates
will also depend on the extent to which the 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 generally be borne: first, by the holders
of the respective Classes of Subordinate Certificates, in reverse alphabetical
order of Class designation, to the extent of amounts otherwise distributable in
respect of their Certificates; and then, by the holders of the Offered
Certificates. Further, any Net Prepayment Interest Shortfall for each
Distribution Date will be allocated on such Distribution Date among each Class
of Certificates, PRO RATA, in accordance with the
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respective Interest Accrual Amounts for each such Class of Certificates for such
Distribution Date (without giving effect to any such allocation of Net
Prepayment Interest Shortfall).
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, Prepayment Premiums, prepayment
lock-out periods, 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 comparable
residential and/or commercial space in such areas, the quality of management of
the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes
in tax laws and other opportunities for investment. See "RISK FACTORS" and
"DESCRIPTION OF THE MORTGAGE POOL" in this prospectus supplement and "RISK
FACTORS" and "YIELD AND MATURITY CONSIDERATIONS--YIELD AND PREPAYMENT
CONSIDERATIONS" in the prospectus.
The rate of prepayment on a Mortgage Loan 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
coupon, a borrower may have an increased incentive to refinance its mortgage
loan. If a Mortgage Loan is not in a Lock-Out Period, the Prepayment Premium or
Yield Maintenance Charge, if any, in respect of such Mortgage Loan may not be
sufficient economic disincentive to prevent the related borrower from
voluntarily prepaying the loan as part of a refinancing thereof. See
"DESCRIPTION OF THE MORTGAGE POOL--CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE
LOANS" in this prospectus supplement.
DELAY IN PAYMENT OF DISTRIBUTIONS. Because monthly distributions will not
be made to Certificateholders until a date that is scheduled to be at least 10
days following the end of the related Interest Accrual 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 INTEREST. As described under "Description of the Offered
Certificates--Distributions" in this prospectus supplement, if the portion of
the Available Funds to be distributed in respect of interest on any Class of
Offered Certificates on any Distribution Date is less than the respective
Interest Accrual Amount for such Class, 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.
WEIGHTED AVERAGE LIFE
The weighted average life of a Principal Balance Certificate refers to the
average amount of time that will elapse from the date of its issuance until each
dollar allocable to principal of such Certificate is distributed to the
investor. For purposes of this prospectus supplement, the weighted average life
of a Principal Balance Certificate is determined by (i) multiplying the amount
of each principal distribution thereon by the number of years from the Closing
Date to the related Distribution Date, (ii) summing the results and (iii)
dividing the sum by the aggregate amount of the reductions in the Certificate
Balance of such Certificate. Accordingly, the weighted average life of any such
Certificate will be influenced by, among other things, the rate at which
principal of the Mortgage Loans is paid or otherwise collected or advanced and
the extent to which such payments, collections or advances of principal are in
turn applied in reduction of the Certificate Balance of the Class of
Certificates to which such Certificate belongs. If the Balloon Payment on a
Balloon Loan having a Due Date after the Determination Date in any month is
received on the stated maturity date thereof, the excess of such payment over
the related Assumed Monthly Payment will not be included in the Available Funds
until the Distribution Date in the following month. Therefore, the weighted
average life of the Principal Balance Certificates may be extended.
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 ("CPR") model. The CPR Model assumes that a group of mortgage loans
experiences prepayments each month at a specified constant annual rate. As used
in each of the following sets of tables with respect to any particular Class,
the
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column headed "0%" assumes that none of the Mortgage Loans is prepaid before
maturity. The columns headed "25%," "50%," "75%," and "100%" assume that no
prepayments are made on any Mortgage Loan during such Mortgage Loan's Lock-Out
Period, Defeasance Period or Yield Maintenance Period, in each case if any, and
are otherwise made on each of the Mortgage Loans at the indicated CPR
percentages. There is no assurance, however, that prepayments of the Mortgage
Loans (whether or not in a Lock-Out Period, Defeasance Period or a Yield
Maintenance Period) will conform to any particular CPR percentages, and no
representation is made that the Mortgage Loans will prepay in accordance with
the assumptions at any of the CPR percentages shown or at any other particular
prepayment rate, that all the Mortgage Loans will prepay in accordance with the
assumptions at the same rate or that Mortgage Loans that are in a Lock-Out
Period, Defeasance Period or a Yield Maintenance Period will not prepay as a
result of involuntary liquidations upon default or otherwise.
The following tables indicate the percentage of the initial Certificate
Balance of each Class of Offered Certificates that would be outstanding after
each of the dates shown at the indicated CPR percentages and the corresponding
weighted average life of each such Class of Certificates. The tables have been
prepared on the basis of the information set forth herein under "Description of
the Mortgage Pool-Additional Loan Information" and on Annex A-1 to this
prospectus supplement and the following assumptions (collectively, the "Modeling
Assumptions"):
(i) the initial Certificate Balance and the Pass-Through Rate for each
Class of Certificates are as set forth herein;
(ii) the scheduled Monthly Payments for each Mortgage Loan are based
on such Mortgage Loan's Cut-off Date Balance, stated monthly principal and
interest payments, and the Mortgage Rate in effect as of the Cut-off Date
for such Mortgage Loan;
(iii) all scheduled Monthly Payments (including Balloon Payments) are
assumed to be timely received on the first day of each month commencing in
September 2005;
(iv) there are no delinquencies or losses in respect of the Mortgage
Loans, there are no extensions of maturity in respect of the Mortgage
Loans, there are no Appraisal Reduction Amounts applied to the Mortgage
Loans and there are no casualties or condemnations affecting the Mortgaged
Properties;
(v) prepayments are made on each of the Mortgage Loans at the
indicated CPR percentages set forth in the table (without regard to any
limitations in such Mortgage Loans on partial voluntary principal
prepayments) except to the extent modified below by the assumption numbered
(xii);
(vi) all Mortgage Loans accrue interest under the method specified in
Annex A-1 PROVIDED, HOWEVER, that for those loans with fixed monthly
payments during an interest-only period, interest rates were imputed based
on the fixed monthly payments required under those loans during the
interest-only period. See "Description of the Mortage Pool--Certain Terms
and Conditions of the Mortgage Loans" in this prospectus supplement;
(vii) no party exercises its right of optional termination described
herein;
(viii) no Mortgage Loan will be repurchased by the related Mortgage
Loan Seller for a breach of a representation or warranty or a document
defect in the mortgage file or, with respect to the Yorktowne Plaza loan,
in connection with an early defeasance, and no purchase option holder
(permitted to buy out a Mortgage Loan under the related Mortgage Loan
Documents, any intercreditor agreement, the Series 2005-CIBC12 Pooling and
Servicing Agreement, the COMM 2005-LP5 Pooling and Servicing Agreement or
the Pooling and Servicing Agreement) will exercise its option to purchase
such Mortgage Loan; no party that is entitled to under the Pooling and
Servicing Agreement will exercise its option to purchase all of the
Mortgage Loans and thereby cause an early termination of the Trust Fund;
and the holder of the Lakewood Center B Loan, the General Motors Building B
Loan, the Loews Universal Hotel Portfolio B Loan, the Indian Trail Shopping
Center B Loan, the Walker Springs Community Shopping Center B Loan, the
High Point
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Center B Loan and the CVS-Eckerds-Kansas City B Loan will not exercise its
option to purchase the related Mortgage Loan;
(ix) no Prepayment Interest Shortfalls are incurred and no Prepayment
Premiums or Yield Maintenance Charges are collected;
(x) there are no additional Trust expenses;
(xi) distributions on the Certificates are made on the 10th day of
each month, commencing in September 2005;
(xii) no prepayments are received as to any Mortgage Loan during such
Mortgage Loan's Lock-Out Period, if any, Defeasance Period, if any, or
Yield Maintenance Period, if any;
(xiii) the Closing Date is August 19, 2005;
(xiv) with respect to each Mortgage Loan, the primary servicing fee,
the Master Servicing Fee and the Trustee Fee accrue on the same basis as
interest accrues on such Mortgage Loan. With respect to the Non-Serviced
Mortgage Loans, separate servicing fees as set forth in the Series
2005-CIBC12 Pooling and Servicing Agreement and the COMM 2005-LP5 Pooling
and Servicing Agreement are each calculated on an actual/360 basis or
30/360 basis, respectively;
(xv) The Lakewood Center Loan, the General Motors Building Loan and
the Loews Universal Hotel Portfolio Loan were modeled based on the
principal balance of the related Whole Loan but only the portions of such
cash flow due with respect to the Cut-off Date Balance of the related
Mortgage Loan (and not the B Loans, if any, or the Pari Passu Loans, if
any) were included in the tables presented herein. For the interest rates
used to model the General Motors Building Mortgage Loan and the General
Motors Building Whole Loan see Annex A-5 and Annex A-6, respectively; and
(xvi) the Mortgage Loan known as "Livermore Valley Shopping Center"
permits the related borrower following the Lock-Out Period, to either
defease the Mortgage Loan or prepay the Mortgage Loan with a Yield
Maintenance Charge. For purposes of the Modeling Assumptions it was assumed
that if the Mortgage Loan is prepaid following the Lock-Out Period, the
borrower will be required to pay the Yield Maintenance Charge.
To the extent that the Mortgage Loans have characteristics or experience
performance that differs from those assumed in preparing the tables set forth
below, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5A,
Class A-5B, Class A-1A, Class X-P, Class A-J, Class B, Class C and Class D
Certificates may mature earlier or later than indicated by the tables. It is
highly unlikely that the Mortgage Loans will prepay or perform in accordance
with the Modeling Assumptions at any constant rate until maturity or that all
the Mortgage Loans will prepay in accordance with the Modeling Assumptions or at
the same rate. In particular, certain of the Mortgage Loans may not permit
voluntary partial Principal Prepayments. In addition, variations in the actual
prepayment experience and the balance of the specific Mortgage Loans that prepay
may increase or decrease the percentages of initial Certificate Balances (and
weighted average lives) shown in the following tables. Such variations may occur
even if the average prepayment experience of the Mortgage Loans were to equal
any of the specified CPR percentages. In addition, there can be no assurance
that the actual pre-tax yields on, or any other payment characteristics of, any
Class of Offered Certificates will correspond to any of the information shown in
the yield tables herein, or that the aggregate purchase prices of the Offered
Certificates will be as assumed. Accordingly, investors must make their own
decisions as to the appropriate assumptions (including prepayment assumptions)
to be used in deciding whether to purchase the Offered Certificates.
Investors are urged to conduct their own analyses of the rates at which the
Mortgage Loans may be expected to prepay.
Based on the Modeling Assumptions, the following tables indicate the
resulting weighted average lives of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-AB, Class A-5A, Class A-5B, Class A-1A, Class A-J, Class B, Class C
Class D Certificates and set forth the percentage of the initial Certificate
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Balance of each such Class of Certificates that would be outstanding after
the Closing Date and each of the Distribution Dates shown under the applicable
assumptions at the indicated CPR percentages.
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-1 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD MAINTENANCE--OTHERWISE
AT INDICATED CPR
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ----------------------------------- --------- --------- --------- --------- ---------
Initial ........................... 100% 100% 100% 100% 100%
August 2006 ....................... 86 86 86 86 86
August 2007 ....................... 68 68 68 68 68
August 2008 ....................... 43 43 43 43 43
August 2009 ....................... 13 13 13 13 13
August 2010 and thereafter ........ 0 0 0 0 0
Weighted Average Life (in years) .. 2.58 2.57 2.57 2.57 2.57
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-2 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD MAINTENANCE--OTHERWISE
AT INDICATED CPR
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ----------------------------------- --------- --------- --------- --------- ---------
INITIAL ........................... 100% 100% 100% 100% 100%
August 2006 ....................... 100 100 100 100 100
August 2007 ....................... 100 100 100 100 100
August 2008 ....................... 100 100 100 100 100
August 2009 ....................... 100 100 100 100 100
August 2010 and thereafter ........ 0 0 0 0 0
Weighted Average Life (in years) .. 4.63 4.61 4.59 4.56 4.34
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-3 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD MAINTENANCE--OTHERWISE
AT INDICATED CPR
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ----------------------------------- --------- --------- --------- --------- ---------
Initial ........................... 100% 100% 100% 100% 100%
August 2006 ....................... 100 100 100 100 100
August 2007 ....................... 100 100 100 100 100
August 2008 ....................... 100 100 100 100 100
August 2009 ....................... 100 100 100 100 100
August 2010 ....................... 100 100 100 100 100
August 2011 ....................... 100 100 100 100 100
August 2012 and thereafter ........ 0 0 0 0 0
Weighted Average Life (in years) .. 6.88 6.87 6.85 6.83 6.66
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PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-4 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD MAINTENANCE--OTHERWISE
AT INDICATED CPR
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ----------------------------------- --------- --------- --------- --------- ---------
Initial ............................ 100% 100% 100% 100% 100%
August 2006 ........................ 100 100 100 100 100
August 2007 ........................ 100 100 100 100 100
August 2008 ........................ 100 100 100 100 100
August 2009 ........................ 100 100 100 100 100
August 2010 ........................ 100 100 100 100 100
August 2011 ........................ 100 100 100 100 100
August 2012 ........................ 100 100 100 100 100
August 2013 ........................ 100 100 100 100 100
August 2014 ........................ 38 38 38 38 38
August 2015 and thereafter ......... 0 0 0 0 0
Weighted Average Life (in years) ... 9.01 9.01 9.00 8.98 8.86
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-AB CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD MAINTENANCE--OTHERWISE
AT INDICATED CPR
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ----------------------------------- --------- --------- --------- --------- ---------
INITIAL ........................... 100% 100% 100% 100% 100%
August 2006 ....................... 100 100 100 100 100
August 2007 ....................... 100 100 100 100 100
August 2008 ....................... 100 100 100 100 100
August 2009 ....................... 100 100 100 100 100
August 2010 ....................... 98 98 98 98 98
August 2011 ....................... 73 73 73 73 73
August 2012 ....................... 51 51 51 51 51
August 2013 ....................... 24 24 24 24 24
August 2014 and thereafter ........ 0 0 0 0 0
Weighted Average Life (in years) .. 6.95 6.95 6.95 6.95 6.95
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-5A CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD MAINTENANCE--OTHERWISE
AT INDICATED CPR
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ----------------------------------- --------- --------- --------- --------- ---------
Initial ........................... 100% 100% 100% 100% 100%
August 2006 ....................... 100 100 100 100 100
August 2007 ....................... 100 100 100 100 100
August 2008 ....................... 100 100 100 100 100
August 2009 ....................... 100 100 100 100 100
August 2010 ....................... 100 100 100 100 100
August 2011 ....................... 100 100 100 100 100
August 2012 ....................... 100 100 100 100 100
August 2013 ....................... 100 100 100 100 100
August 2014 ....................... 100 100 100 100 100
August 2015 and thereafter ........ 0 0 0 0 0
WEIGHTED AVERAGE LIFE (IN YEARS) .. 9.82 9.80 9.78 9.74 9.55
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PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-5B CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD MAINTENANCE--OTHERWISE
AT INDICATED CPR
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ----------------------------------- --------- --------- --------- --------- ---------
Initial ........................... 100% 100% 100% 100% 100%
August 2006 ....................... 100 100 100 100 100
August 2007 ....................... 100 100 100 100 100
August 2008 ....................... 100 100 100 100 100
August 2009 ....................... 100 100 100 100 100
August 2010 ....................... 100 100 100 100 100
August 2011 ....................... 100 100 100 100 100
August 2012 ....................... 100 100 100 100 100
August 2013 ....................... 100 100 100 100 100
August 2014 ....................... 100 100 100 100 100
August 2015 and thereafter ........ 0 0 0 0 0
Weighted Average Life (in years) .. 9.89 9.89 9.89 9.89 9.67
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-1A CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD MAINTENANCE--OTHERWISE
AT INDICATED CPR
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ----------------------------------- --------- --------- --------- --------- ---------
Initial ........................... 100% 100% 100% 100% 100%
August 2006 ....................... 100 100 100 100 100
August 2007 ....................... 99 99 99 99 99
August 2008 ....................... 99 99 99 99 99
August 2009 ....................... 98 98 98 98 98
August 2010 ....................... 65 65 65 65 65
August 2011 ....................... 64 64 64 64 64
August 2012 ....................... 62 62 62 62 62
August 2013 ....................... 61 61 61 61 61
August 2014 ....................... 60 60 60 60 60
August 2015 and thereafter ........ 0 0 0 0 0
Weighted Average Life (in years) .. 7.93 7.92 7.90 7.88 7.70
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-J CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD MAINTENANCE--OTHERWISE
AT INDICATED CPR
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ----------------------------------- --------- --------- --------- --------- ---------
Initial ........................... 100% 100% 100% 100% 100%
August 2006 ....................... 100 100 100 100 100
August 2007 ....................... 100 100 100 100 100
August 2008 ....................... 100 100 100 100 100
August 2009 ....................... 100 100 100 100 100
August 2010 ....................... 100 100 100 100 100
August 2011 ....................... 100 100 100 100 100
August 2012 ....................... 100 100 100 100 100
August 2013 ....................... 100 100 100 100 100
August 2014 ....................... 100 100 100 100 100
August 2015 and thereafter ........ 0 0 0 0 0
WEIGHTED AVERAGE LIFE (IN YEARS) .. 9.98 9.98 9.96 9.93 9.73
S-156
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS B CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD MAINTENANCE--OTHERWISE
AT INDICATED CPR
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ----------------------------------- --------- --------- --------- --------- ---------
Initial ........................... 100% 100% 100% 100% 100%
August 2006 ....................... 100 100 100 100 100
August 2007 ....................... 100 100 100 100 100
August 2008 ....................... 100 100 100 100 100
August 2009 ....................... 100 100 100 100 100
August 2010 ....................... 100 100 100 100 100
August 2011 ....................... 100 100 100 100 100
August 2012 ....................... 100 100 100 100 100
August 2013 ....................... 100 100 100 100 100
August 2014 ....................... 100 100 100 100 100
August 2015 and thereafter ........ 0 0 0 0 0
Weighted Average Life (in years) .. 9.98 9.98 9.98 9.98 9.73
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS C CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD MAINTENANCE--OTHERWISE
AT INDICATED CPR
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ----------------------------------- --------- --------- --------- --------- ---------
Initial ........................... 100% 100% 100% 100% 100%
August 2006 ....................... 100 100 100 100 100
August 2007 ....................... 100 100 100 100 100
August 2008 ....................... 100 100 100 100 100
August 2009 ....................... 100 100 100 100 100
August 2010 ....................... 100 100 100 100 100
August 2011 ....................... 100 100 100 100 100
August 2012 ....................... 100 100 100 100 100
August 2013 ....................... 100 100 100 100 100
August 2014 ....................... 100 100 100 100 100
August 2015 and thereafter ........ 0 0 0 0 0
Weighted Average Life (in years) .. 9.98 9.98 9.98 9.98 9.73
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS D CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD MAINTENANCE--OTHERWISE
AT INDICATED CPR
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- ----------------------------------- --------- --------- --------- --------- ---------
Initial ........................... 100% 100% 100% 100% 100%
August 2006 ....................... 100 100 100 100 100
August 2007 ....................... 100 100 100 100 100
August 2008 ....................... 100 100 100 100 100
August 2009 ....................... 100 100 100 100 100
August 2010 ....................... 100 100 100 100 100
August 2011 ....................... 100 100 100 100 100
August 2012 ....................... 100 100 100 100 100
August 2013 ....................... 100 100 100 100 100
August 2014 ....................... 100 100 100 100 100
August 2015 and thereafter ........ 0 0 0 0 0
WEIGHTED AVERAGE LIFE (IN YEARS) .. 9.98 9.98 9.98 9.98 9.73
CERTAIN PRICE/YIELD TABLES
The tables set forth below show the corporate bond equivalent ("CBE")
yield, weighted average life in years, first principal payment date and last
principal payment date with respect to each Class of Offered Certificates (other
than the Class X-P Certificates) under the Modeling Assumptions.
The yields set forth in the following tables were calculated by determining
the monthly discount rates which, when applied to the assumed stream of cash
flows to be paid on each Class of Offered Certificates, would cause the
discounted present value of such assumed stream of cash flows as of August 19,
2005 to equal the assumed purchase prices, plus accrued interest at the
applicable Pass-
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Through Rate as stated on the cover of this prospectus supplement from and
including August 1, 2005 to but excluding the Closing Date, and converting such
monthly rates to semi-annual corporate bond equivalent rates. Such calculation
does not take into account variations that may occur in the interest rates at
which investors may be able to reinvest funds received by them as reductions of
the Certificate Balances of such Classes of Offered Certificates and
consequently does not purport to reflect the return on any investment in such
Classes of Offered Certificates when such reinvestment rates are considered.
Purchase prices are interpreted as a percentage of the initial Certificate
Balance of the specified Class and are exclusive of accrued interest.
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-1 CERTIFICATES AT THE
SPECIFIED CPRS 0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD
MAINTENANCE--OTHERWISE AT INDICATED CPR
ASSUMED PRICE (IN %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------- ---------- ----------- ----------- ----------- -----------
[---] ........................... [---]% [---]% [---]% [---]% [---]%
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
Weighted Average Life (yrs) ..... [___] [___] [___] [___] [___]
First Principal Payment Date .... [___] [___] [___] [___] [___]
Last Principal Payment Date ..... [___] [___] [___] [___] [___]
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-2 CERTIFICATES AT THE
SPECIFIED CPRS 0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD
MAINTENANCE--OTHERWISE AT INDICATED CPR
ASSUMED PRICE (IN %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------- ---------- ----------- ----------- ----------- -----------
[---] ........................... [---]% [---]% [---]% [---]% [---]%
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
Weighted Average Life (yrs) ..... [___] [___] [___] [___] [___]
First Principal Payment Date .... [___] [___] [___] [___] [___]
Last Principal Payment Date ..... [___] [___] [___] [___] [___]
S-158
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-3 CERTIFICATES AT THE
SPECIFIED CPRS 0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD
MAINTENANCE--OTHERWISE AT INDICATED CPR
ASSUMED PRICE (IN %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------- ---------- ----------- ----------- ----------- -----------
[---] ........................... [---]% [---]% [---]% [---]% [---]%
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
Weighted Average Life (yrs) ..... [___] [___] [___] [___] [___]
FIRST PRINCIPAL PAYMENT DATE .... [___] [___] [___] [___] [___]
Last Principal Payment Date ..... [___] [___] [___] [___] [___]
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-4 CERTIFICATES AT THE
SPECIFIED CPRS 0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD
MAINTENANCE--OTHERWISE AT INDICATED CPR
ASSUMED PRICE (IN %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------- ---------- ----------- ----------- ----------- -----------
[---] ........................... [---]% [---]% [---]% [---]% [---]%
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
Weighted Average Life (yrs) ..... [___] [___] [___] [___] [___]
First Principal Payment Date .... [___] [___] [___] [___] [___]
Last Principal Payment Date ..... [___] [___] [___] [___] [___]
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-AB CERTIFICATES AT THE
SPECIFIED CPRS 0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD
MAINTENANCE--OTHERWISE AT INDICATED CPR
ASSUMED PRICE (IN %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------- ---------- ----------- ----------- ----------- -----------
[---] ........................... [---]% [---]% [---]% [---]% [---]%
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
Weighted Average Life (yrs) ..... [___] [___] [___] [___] [___]
First Principal Payment Date .... [___] [___] [___] [___] [___]
Last Principal Payment Date ..... [___] [___] [___] [___] [___]
S-159
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-5A CERTIFICATES AT THE
SPECIFIED CPRS 0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD
MAINTENANCE--OTHERWISE AT INDICATED CPR
ASSUMED PRICE (IN %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------- ---------- ----------- ----------- ----------- -----------
[---] ........................... [---]% [---]% [---]% [---]% [---]%
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
Weighted Average Life (yrs) ..... [___] [___] [___] [___] [___]
First Principal Payment Date .... [___] [___] [___] [___] [___]
LAST PRINCIPAL PAYMENT DATE ..... [___] [___] [___] [___] [___]
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-5B CERTIFICATES AT THE
SPECIFIED CPRS 0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD
MAINTENANCE--OTHERWISE AT INDICATED CPR
ASSUMED PRICE (IN %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------- ---------- ----------- ----------- ----------- -----------
[---] ........................... [---]% [---]% [---]% [---]% [---]%
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
Weighted Average Life (yrs) ..... [___] [___] [___] [___] [___]
First Principal Payment Date .... [___] [___] [___] [___] [___]
Last Principal Payment Date ..... [___] [___] [___] [___] [___]
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-1A CERTIFICATES AT THE
SPECIFIED CPRS 0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD
MAINTENANCE--OTHERWISE AT INDICATED CPR
ASSUMED PRICE (IN %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------- ---------- ----------- ----------- ----------- -----------
[---] ........................... [---]% [---]% [---]% [---]% [---]%
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
Weighted Average Life (yrs) ..... [___] [___] [___] [___] [___]
First Principal Payment Date .... [___] [___] [___] [___] [___]
Last Principal Payment Date ..... [___] [___] [___] [___] [___]
S-160
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-J CERTIFICATES AT THE
SPECIFIED CPRS 0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD
MAINTENANCE--OTHERWISE AT INDICATED CPR
ASSUMED PRICE (IN %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------- ---------- ----------- ----------- ----------- -----------
[---] ........................... [---]% [---]% [---]% [---]% [---]%
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
Weighted Average Life (yrs) ..... [___] [___] [___] [___] [___]
First Principal Payment Date .... [___] [___] [___] [___] [___]
LAST PRINCIPAL PAYMENT DATE ..... [___] [___] [___] [___] [___]
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS B CERTIFICATES AT THE
SPECIFIED CPRS 0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD
MAINTENANCE---OTHERWISE AT INDICATED CPR
ASSUMED PRICE (IN %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------- ---------- ----------- ----------- ----------- -----------
[---] ........................... [---]% [---]% [---]% [---]% [---]%
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
Weighted Average Life (yrs) ..... [___] [___] [___] [___] [___]
First Principal Payment Date .... [___] [___] [___] [___] [___]
Last Principal Payment Date ..... [___] [___] [___] [___] [___]
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS C CERTIFICATES AT THE
SPECIFIED CPRS 0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD
MAINTENANCE--OTHERWISE AT INDICATED CPR
ASSUMED PRICE (IN %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------- ---------- ----------- ----------- ----------- -----------
[---] ........................... [---]% [---]% [---]% [---]% [---]%
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
Weighted Average Life (yrs) ..... [___] [___] [___] [___] [___]
First Principal Payment Date .... [___] [___] [___] [___] [___]
Last Principal Payment Date ..... [___] [___] [___] [___] [___]
S-161
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS D CERTIFICATES AT THE
SPECIFIED CPRS 0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD
MAINTENANCE--OTHERWISE AT INDICATED CPR
ASSUMED PRICE (IN %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------- ---------- ----------- ----------- ----------- -----------
[---] ........................... [---]% [---]% [---]% [---]% [---]%
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
Weighted Average Life (yrs) ..... [___] [___] [___] [___] [___]
First Principal Payment Date .... [___] [___] [___] [___] [___]
LAST PRINCIPAL PAYMENT DATE ..... [___] [___] [___] [___] [___]
WEIGHTED AVERAGE LIFE AND YIELD SENSITIVITY OF THE CLASS X-P CERTIFICATES
The yield to maturity of the Class X-P Certificates will be especially
sensitive to the prepayment, repurchase, default and loss experience on the
Mortgage Loans, which prepayment, repurchase, default and loss experience may
fluctuate significantly from time to time. A rapid rate of principal payments
will have a material negative effect on the yield to maturity of the Class X-P
Certificates. There can be no assurance that the Mortgage Loans will prepay at
any particular rate. Prospective investors in the Class X-P Certificates should
fully consider the associated risks, including the risk that such investors may
not fully recover their initial investment.
The following table indicates the sensitivity of the pre-tax yield to
maturity on the Class X-P Certificates to various CPR percentages on the
Mortgage Loans by projecting the monthly aggregate payments of interest on the
Class X-P Certificates and computing the corresponding pre-tax yields to
maturity on a corporate bond equivalent basis, based on the Modeling
Assumptions. It was further assumed that the purchase price of the Class X-P
Certificates is as specified below interpreted as a percentage of the initial
Notional Balance (without accrued interest). Any differences between such
assumptions and the actual characteristics and performance of the Mortgage Loans
and of the Class X-P Certificates may result in yields being different from
those shown in such table. Discrepancies between assumed and actual
characteristics and performance underscore the hypothetical nature of the table,
which is provided only to give a general sense of the sensitivity of yields in
varying prepayment scenarios.
The pre-tax yields set forth in the following table were calculated by
determining the monthly discount rates that, when applied to the assumed streams
of cash flows to be paid on the Class X-P Certificates, would cause the
discounted present value of such assumed stream of cash flows as of August 19,
2005 to equal the assumed aggregate purchase price plus accrued interest at the
initial Pass-Through Rates for the Class X-P Certificates from and including
August 1, 2005 to but excluding the Closing Date, and by converting such monthly
rates to semi-annual corporate bond equivalent rates. Such calculation does not
take into account shortfalls in the collection of interest due to prepayments
(or other liquidations) of the Mortgage Loans or the interest rates at which
investors may be able to reinvest funds received by them as distributions on the
Class X-P Certificates (and accordingly does not purport to reflect the return
on any investment in the Class X-P Certificates when such reinvestment rates are
considered).
Notwithstanding the assumed prepayment rates reflected in the following
table, it is highly unlikely that the Mortgage Loans will be prepaid according
to one particular pattern. For this reason, and because the timing of cash flows
is critical to determining yields, the pre-tax yield to maturity on the Class
X-P Certificates is likely to differ from those shown in the following table,
even if all of the Mortgage Loans prepay at the indicated CPR percentages over
any given time period or over the entire life of the Certificates.
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There can be no assurance that the Mortgage Loans will prepay in accordance
with the Modeling Assumptions at any particular rate or that the yield on the
Class X-P Certificates will conform to the yields described herein. Investors
are urged to make their investment decisions based on the determinations as to
anticipated rates of prepayment under a variety of scenarios. Investors in the
Class X-P Certificates should fully consider the risk that a rapid rate of
prepayments on the Mortgage Loans could result in the failure of such investors
to fully recover their investments.
In addition, holders of the Class X-P Certificates generally have rights to
relatively larger portions of interest payments on Mortgage Loans with higher
Mortgage Rates; thus, the yield on the Class X-P Certificates will be materially
and adversely affected if the Mortgage Loans with higher Mortgage Rates prepay
faster than the Mortgage Loans with lower Mortgage Rates.
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PAYMENT
DATE AND LAST PAYMENT DATE FOR THE CLASS X-P CERTIFICATES AT THE
SPECIFIED CPRS 0% CPR DURING LOCK-OUT, DEFEASANCE AND YIELD
MAINTENANCE--OTHERWISE AT INDICATED CPR
ASSUMED PRICE (IN %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------- ---------- ----------- ----------- ----------- -----------
[---] ........................... [---]% [---]% [---]% [---]% [---]%
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
[---] ........................... [---] [---] [---] [---] [---]
Weighted Average Life (yrs)* .... [___] [___] [___] [___] [___]
First Payment Date .............. [___] [___] [___] [___] [___]
Last Payment Date ............... [___] [___] [___] [___] [___]
- --------
*Based on reduction in the Notional Balance of the X-P Certificates.
S-163
THE POOLING AND SERVICING AGREEMENT
GENERAL
The Certificates will be issued pursuant to a Pooling and Servicing
Agreement, to be dated as of August 1, 2005 (the "POOLING AND SERVICING
AGREEMENT"), entered into by the Depositor, the Servicers, the Special Servicer
and the Trustee.
Reference is made to the prospectus for important information in addition
to that set forth in this prospectus supplement regarding the terms of the
Pooling and Servicing Agreement and the terms and conditions of the Offered
Certificates. The Trustee has informed the Depositor that it will provide to a
prospective or actual holder of an Offered Certificate at the expense of the
requesting party, upon written request, a copy (without exhibits) of the Pooling
and Servicing Agreement. Requests should be addressed to Wells Fargo Bank, N.A.,
9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate
Trust Services (COMM 2005-C6).
SERVICING OF THE MORTGAGE LOANS; COLLECTION OF PAYMENTS
The Pooling and Servicing Agreement requires the Midland Servicer, GMAC
Servicer and the Special Servicer to diligently service and administer their
respective Mortgage Loans (other than the General Motors Building Loan, which
will be serviced pursuant to the COMM 2005-LP5 Pooling and Servicing Agreement
and the Loews Universal Hotel Portfolio Loan, which will be serviced pursuant to
the Series 2005-CIBC12 Pooling and Servicing Agreement) and the Serviced Whole
Loans.
The Midland Servicer is required to diligently service and administer the
Mortgage Loans that it is servicing (other than the Non-Serviced Mortgage Loans)
and the Serviced Whole Loans, in the best interests of and for the benefit of
the Certificateholders and, with respect to each Serviced Whole Loan, for the
benefit of the holder of the related Serviced Companion Loan (as a collective
whole, but giving due consideration to the subordinate nature of the related B
Loan as determined by the Midland Servicer in the exercise of its reasonable
judgment) 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 Mortgage Loans or Serviced Whole Loans, as
applicable, and, to the extent consistent with the foregoing, in accordance with
the higher of the following standards of care:
o the same manner in which, and with the same care, skill, prudence and
diligence with which the Midland Servicer services and administers
similar mortgage loans for other third-party portfolios, giving due
consideration to the customary and usual standards of practice of
prudent institutional commercial and multifamily mortgage loan
servicers servicing mortgage loans for other third party portfolios
or securitization trusts with a view to the maximization of timely
recovery of principal and interest on a net present value basis on
the Mortgage Loans, and the best interests of the Trust and the
Certificateholders and, with respect to any Serviced Whole Loan, the
holder of the related Serviced Companion Loan (as a collective whole,
but giving due consideration to the subordinate nature of the related
B Loan as determined by the Midland Servicer in its reasonable
judgment); and
o the same care, skill, prudence and diligence with which the Midland
Servicer services and administers commercial and multifamily mortgage
loans owned, if any, by the Midland Servicer with a view to the
maximization of timely recovery of principal and interest on a net
present value basis on the Mortgage Loans, and the best interests of
the Trust and the Certificateholders and, with respect to any
Serviced Whole Loan, the holder of the related Serviced Companion
Loan (as a collective whole but giving due consideration to the
subordinate nature of the related B Loan, as determined by the
Midland Servicer in its reasonable judgment) but without regard to:
(A) any relationship that the Midland Servicer or any affiliate of
it, may have with the related borrower, any Mortgage Loan
Seller, any other party to the Pooling and Servicing Agreement
or any affiliate of any of the foregoing;
S-164
(B) the ownership of any Certificate, any Non-Serviced Mortgage Loan
or any Serviced Companion Loan by the Midland Servicer or any
affiliate of it;
(C) the Midland Servicer's obligation to make Advances;
(D) the Midland Servicer's right to receive compensation for its
services under the Pooling and Servicing Agreement or with
respect to any particular transaction;
(E) the ownership, servicing or management for others of any other
mortgage loans or mortgaged properties by the Midland Servicer
or any affiliate of the Midland Servicer, as applicable; and
(F) any debt that the Midland Servicer or any affiliate of the
Midland Servicer, as applicable, has extended to any borrower or
an affiliate of any borrower (including, without limitation, any
mezzanine financing) (the foregoing, collectively referred to as
the "GENERAL SERVICING STANDARD").
For so long as the Servicer of the GMACCM Mortgage Loans is GMAC Commercial
Mortgage Corporation, and/or GMAC Commercial Mortgage Corporation is the Special
Servicer (initially of all the Mortgage Loans), the Pooling and Servicing
Agreement requires the GMACCM Servicer and the Special Servicer, as the case may
be, to service and administer the Mortgage Loans that it is servicing (other
than the General Motors Building Loan, which will be serviced pursuant to the
COMM 2005-LP5 Pooling and Servicing Agreement and the Loews Universal Hotel
Portfolio Loan, which will be serviced pursuant to the Series 2005-CIBC12
Pooling and Servicing Agreement) on behalf of the Trust in the best interests of
and for the benefit of all of the Certificateholders (as determined by the
GMACCM Servicer or the Special Servicer, as the case may be, in its good faith
and reasonable judgment) in accordance with applicable law, the terms of the
Pooling and Servicing Agreement and the terms of the respective Mortgage Loan
Documents and to the extent not inconsistent with the foregoing, further as
follows:
o with the same care, skill and diligence as is normal and usual by the
GMAC Servicer or the Special Servicer, as the case may be, in its
mortgage servicing on behalf of third parties or on behalf of itself,
whichever is higher, with respect to mortgage loans that are
comparable to those for which it is responsible under the Pooling and
Servicing Agreement;
o with a view to the timely collection of all scheduled payments of
principal and interest under the Mortgage Loans; and
o without regard to--
(A) any relationship that the GMACCM Servicer or the Special
Servicer, as the case may be, or any affiliate thereof may have
with the related borrower;
(B) the ownership of any Certificate by the GMACCM Servicer or the
Special Servicer, as the case may be, or by any affiliate
thereof;
(C) the GMACCM Servicer's obligation to make Advances; and
(D) the right of the GMACCM Servicer or the Special Servicer, as the
case may be (or any affiliate thereof), to receive reimbursement
of costs, or the sufficiency of any compensation payable to it,
hereunder or with respect to any particular transaction (the
foregoing, collectively referred to as the "GMACCM SERVICING
STANDARD").
As used in this prospectus supplement, the term "SERVICING STANDARD" means
(a) with respect to the GMACCM Servicer and the Special Servicer, the GMACCM
Servicing Standard and (b) all other servicers, the General Servicing Standard.
For a description of the servicing of the General Motors Building Loan and
the Loews Universal Hotel Portfolio Loan, see "--SERVICING OF THE NON-SERVICED
MORTGAGE LOANS" below and "DESCRIPTION OF THE MORTGAGE POOL-SPLIT LOAN
STRUCTURES--THE GENERAL MOTORS BUILDING LOAN" and "--THE LOEWS UNIVERSAL HOTEL
PORTFOLIO LOAN" in this prospectuS supplement.
S-165
The Servicers and the Special Servicer are permitted, at their own expense,
to employ subservicers, agents or attorneys in performing any of their
respective obligations under the Pooling and Servicing Agreement, but will not
thereby be relieved of any such obligation, and will be responsible for the acts
and omissions of any such subservicers, agents or attorneys. The Pooling and
Servicing Agreement provides, however, that neither the Servicers, the Special
Servicer nor any of their respective directors, officers, employees members,
managers or agents will have any liability to the Trust or the
Certificateholders for taking any action or refraining from taking an action in
good faith, or for errors in judgment. The foregoing provision would not protect
either Servicer or the Special Servicer for the breach of its representations or
warranties in the Pooling and Servicing Agreement or any liability by reason of
willful misconduct, bad faith, fraud or negligence in the performance of its
duties or by reason of its reckless disregard of obligations or duties under the
Pooling and Servicing Agreement.
The Pooling and Servicing Agreement requires the Servicers or the Special
Servicer, as applicable, to make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans (other than with
respect to the Non-Serviced Mortgage Loans) and the Serviced Whole Loans, to the
extent such procedures are consistent with the Servicing Standard. Consistent
with the above, each Servicer or the Special Servicer may, in its discretion,
waive any late payment fee in connection with any delinquent Monthly Payment or
Balloon Payment with respect to any Mortgage Loan.
ADVANCES
The Servicers will be obligated to advance, on the business day immediately
preceding a Distribution Date (the "SERVICER REMITTANCE DATE") an amount (each
such amount, a "P&I ADVANCE") equal to the amount not received in respect of the
Monthly Payment or Assumed Monthly Payment (with interest at the Net Mortgage
Pass-Through Rate plus the Trustee Fee Rate) on a Mortgage Loan that was
delinquent as of the close of business on the immediately preceding Due Date and
which delinquent payment has not been received as of the Servicer Remittance
Date, or, in the event of a default in the payment of amounts due on the
maturity date of a Mortgage Loan, the amount equal to the Monthly Payment or
portion thereof or the Assumed Monthly Payment not received that was due prior
to the maturity date; provided, however, that a Servicer will not be required to
make an Advance to the extent it determines that such Advance would not be
ultimately recoverable from collections on the related Mortgage Loan as
described below. In addition, a Servicer will not make an Advance to the extent
that it has received written notice that the Special Servicer determines that
such Advance would not be ultimately recoverable from collections on the related
Mortgage Loan. P&I Advances made in respect of Mortgage Loans which have a grace
period that expires after the Determination Date will not begin to accrue
interest until the day succeeding the expiration date of any applicable grace
period; provided that if such P&I Advance is not reimbursed from collections
received by the related borrower by the end of the applicable grace period,
interest on such Advance will accrue from the date such Advance is made.
P&I Advances are intended to maintain a regular flow of scheduled interest
and principal payments to holders of the Certificates entitled thereto, rather
than to guarantee or insure against losses. Neither the Servicers nor the
Trustee will be required or permitted to make a P&I Advance for Default Interest
or Balloon Payments. The Special Servicer will not be required or permitted to
make any P&I Advance. The amount required to be advanced in respect of
delinquent Monthly Payments or Assumed Scheduled Payments on a Mortgage Loan
that has been subject to an Appraisal Reduction Event will equal the product of
(a) the amount that would be required to be advanced by the Servicers without
giving effect to such Appraisal Reduction Event and (b) a fraction, the
numerator of which is the Stated Principal Balance of the Mortgage Loan (as of
the last day of the related Collection Period) less any Appraisal Reduction
Amounts thereof and the denominator of which is the Stated Principal Balance (as
of the last day of the related Collection Period).
With respect to the General Motors Building Loan and the Loews Universal
Hotel Portfolio Loan, the applicable Servicer will be required (subject to the
second succeeding sentence below) to make its determination that it has made a
nonrecoverable P&I Advance on such Mortgage Loan or that any
S-166
proposed P&I Advance, if made, would constitute a nonrecoverable P&I Advance
with respect to such Mortgage Loan independently of any determination made by
the servicer with respect to a commercial mortgage securitization holding one of
the related Pari Passu Companion Loans. If the Midland Servicer or the GMACCM
Servicer determines that a proposed P&I Advance with respect to the General
Motors Building Loan or the Loews Universal Hotel Portfolio Loan, respectively,
if made, or any outstanding P&I Advance with respect to such Mortgage Loan
previously made, would be, or is, as applicable, a nonrecoverable advance, the
Midland Servicer or the GMACCM Servicer will be required to provide the servicer
of the related securitization that holds a related Pari Passu Companion Loan
written notice of such determination within one business day of the date of such
determination. If the Midland Servicer or the GMACCM Servicer receives written
notice from any such related servicer that it has determined, with respect to
the related Pari Passu Companion Loan, that any proposed advance of principal
and/or interest would be, or any outstanding advance of principal and/or
interest is, a nonrecoverable advance, then such determination will generally be
binding on the Certificateholders and neither the Midland Servicer, the GMACCM
Servicer, nor the Trustee will be permitted to make any additional P&I Advances
with respect to the related Mortgage Loan unless the Midland Servicer or the
GMACCM Servicer has consulted with the other servicers of the related
securitizations and they agree that circumstances with respect to such Whole
Loan have changed such that a proposed P&I Advance in respect of the related
Mortgage Loan would be recoverable; PROVIDED, HOWEVER, that such determination
will not be so binding on the Certificateholders, the Midland Servicer, the
GMACCM Servicer or the Trustee in the event that the servicer that made such
determination is not approved as a master servicer by each of the Rating
Agencies. Notwithstanding the foregoing, if the servicer of a Pari Passu
Companion Loan related to a Mortgage Loan discussed in this paragraph determines
that any advance of principal and/or interest with respect to such related Pari
Passu Companion Loan would be recoverable, then the Midland Servicer or the
GMACCM Servicer, as applicable, will continue to have the discretion to
determine that any proposed P&I Advance or outstanding P&I Advance would be, or
is, as applicable, a nonrecoverable P&I Advance. Once such a nonrecoverability
determination is made by the Midland Servicer or the GMACCM Servicer or the
applicable Servicer receives written notice of such nonrecoverability
determination by any of the other servicers with respect to the applicable Pari
Passu Companion Loan, neither the Midland Servicer nor the GMACCM Servicer, nor
the Trustee will be permitted to make any additional P&I Advances with respect
to the related Mortgage Loan except as set forth in this paragraph.
With respect to each Mortgage Loan that is part of a Whole Loan, the
Midland Servicer (or with respect to the Loews Universal Hotel Portfolio Loan,
the GMACCMServicer)will be entitled to reimbursement for a P&I Advance that
becomes nonrecoverable first, from the proceeds of the related Mortgage Loan,
and then, from general collections of the Trust either immediately or, if it
elects, over time in accordance with the terms of the Pooling and Servicing
Agreement; PROVIDED that in the case of a Mortgage Loan with a related B Loan,
reimbursement for a P&I Advance on the Mortgage Loan may also be made first from
amounts collected on the B Loan.
Neither the Servicers nor the Trustee will be required to make P&I Advances
with respect to any Companion Loan.
In addition to P&I Advances, the Servicers will also be obligated (subject
to the limitations described herein and except with respect to the Non-Serviced
Mortgage Loans) to make advances ("PROPERTY ADVANCES," and together with P&I
Advances, "ADVANCES") to pay delinquent real estate taxes, assessments and
hazard insurance premiums and to cover other similar costs and expenses
necessary to preserve the priority of the related Mortgage, enforce the terms of
any Mortgage Loan or to protect, manage and maintain each related Mortgaged
Property (other than with respect to the Mortgaged Properties securing the
Non-Serviced Mortgage Loans). In addition if the Special Servicer requests that
a Servicer make a Property Advance and such Servicer fails to make such advance
within two business days, then the Special Servicer may make such Property
Advance on an emergency basis with respect to the Specially Serviced Mortgage
Loans or REO Loans. The Midland Servicer will also be obligated to make Property
Advances with respect to the Serviced Whole Loans.
S-167
With respect to a nonrecoverable Property Advance on each of the Serviced
Whole Loans, the Midland Servicer will be entitled to reimbursement FIRST from
collections on, and proceeds of, the related B Loan and SECOND, from collections
on, and proceeds of, the related Mortgage Loan and THEN from general collections
of the Trust.
The COMM 2005-LP5 Servicer and the Series 2005-CIBC12 Servicer are
obligated to make property advances with respect to the General Motors Building
Whole Loan and the Loews Universal Hotel Portfolio Whole Loan, respectively.
With respect to a nonrecoverable property advance on each of the General
Motors Building Whole Loan and the Loews Universal Hotel Portfolio Whole Loan,
the applicable servicer under the related pooling and servicing agreement
governing such Non-Serviced Mortgage Loan will be entitled to reimbursement
FIRST from collections on, and proceeds of, the related B Loan, if any, SECOND,
from collections on, and proceeds of, the related Mortgage Loan and any related
Pari Passu Companion Loan, on a PRO RATA basis (based on each such loan's
outstanding principal balance), and then from general collections of the Trust
and with respect to any related Pari Passu Companion Loan, from general
collections of each trust into which such Pari Passu Companion Loan has been
deposited, on a PRO RATA basis (based on each such loan's outstanding principal
balance).
To the extent that a Servicer fails to make an Advance it is required to
make under the Pooling and Servicing Agreement, the Trustee, subject to a
recoverability determination, will make such required Advance pursuant to the
terms of the Pooling and Servicing Agreement. The Trustee will be entitled to
rely conclusively on any nonrecoverability determination of the Servicers or
Special Servicer. The Trustee, as back-up advancer, will be required to have a
combined capital and surplus of at least $50,000,000 and have debt ratings that
satisfy certain criteria set forth in the Pooling and Servicing Agreement.
Each Servicer, the Special Servicer or the Trustee, as applicable, will be
entitled to reimbursement for any Advance made by it in an amount equal to the
amount of such Advance, together with all accrued and unpaid interest on that
Advance, (i) from late payments on the related Mortgage Loan by the borrower,
(ii) from insurance proceeds, condemnation proceeds, liquidation proceeds from
the sale of the related Specially Serviced Mortgage Loan or the related
Mortgaged Property or other collections relating to the Mortgage Loan or (iii)
upon determining in its reasonable judgment that the Advance is not recoverable
in the manner described in the preceding two clauses, from any other amounts
from time to time on deposit in the Collection Account (except as provided in
this section with respect to Whole Loans).
Each Servicer, the Special Servicer and the Trustee will each be entitled
to receive interest on Advances at a per annum rate equal to the Prime Rate (the
"ADVANCE RATE") (i) from the amount of Default Interest on the related Mortgage
Loan paid by the borrower, (ii) from late payment fees on the related Mortgage
Loan paid by the borrower, and (iii) upon determining in good faith that such
interest is not recoverable in the manner described in the preceding two
clauses, from any other amounts from time to time on deposit in the Collection
Account (except as provided in this section with respect to Whole Loans). Each
Servicer will be authorized to pay itself, the Special Servicer or the Trustee,
as applicable, such interest monthly prior to any payment to holders of
Certificates, provided that no interest shall accrue and be payable on any P&I
Advances until the grace period for a late payment by the underlying borrower
has expired. To the extent that the payment of such interest at the Advance Rate
results in a shortfall in amounts otherwise payable on one or more Classes of
Certificates on the next Distribution Date, such Servicer or the Trustee, as
applicable, will be obligated to make an Advance to cover such shortfall, but
only to the extent that such Servicer or the Trustee, as applicable, concludes
that, with respect to each such Advance, such Advance can be recovered from
amounts payable on or in respect of the Mortgage Loan to which the Advance is
related. If the interest on such Advance is not recovered from Default Interest
and late payment fees on such Mortgage Loan, a shortfall will result which will
have the same effect as a Realized Loss. The "PRIME RATE" is the rate, for any
day, set forth as such in the "Money Rates" section of THE WALL STREET JOURNAL,
EASTERN EDITION.
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The obligation of the Servicers or the Trustee, as applicable, to make
Advances with respect to any Mortgage Loan pursuant to the Pooling and Servicing
Agreement continues through the foreclosure of such Mortgage Loan and until the
liquidation of the Mortgage Loan or disposition of the related REO Properties.
The Advances are subject to the applicable Servicer's or the Trustee's, as
applicable, determination that such Advances are recoverable.
With respect to the payment of insurance premiums and delinquent tax
assessments, in the event that a Servicer determines that a Property Advance of
such amounts would not be recoverable, that Servicer will be required to notify
the Trustee and the Special Servicer of such determination. Upon receipt of such
notice, the Special Servicer will be required to determine (with the reasonable
assistance of that Servicer) whether or not payment of such amount (i) is
necessary to preserve the related Mortgaged Property and (ii) would be in the
best interests of the Certificateholders (and in the case of a Serviced Whole
Loan, the holder of the related Serviced Companion Loan). If the Special
Servicer determines that such payment (i) is necessary to preserve the related
Mortgaged Property and (ii) would be in the best interests of the
Certificateholders (and in the case of a Serviced Whole Loan, the holder of the
related Serviced Companion Loan), the Special Servicer will be required to
direct the applicable Servicer to make such payment, who will then be required
to make such payment from the Collection Account (or, with respect to a Serviced
Whole Loan, the related custodial account) to the extent of available funds.
RECOVERY OF ADVANCES. Subject to the conditions or limitations set forth in
the Pooling and Servicing Agreement, the Servicers, the Trustee or the Special
Servicer, as applicable, will be entitled to recover any Advance made out of its
own funds from any amounts collected in respect of a Mortgage Loan (or, with
respect to any Property Advance made with respect to a Serviced Whole Loan, from
any amounts collected in respect of such Serviced Whole Loan) as to which that
Advance was made, whether in the form of late payments, insurance proceeds, and
condemnation proceeds, liquidation proceeds, REO proceeds or otherwise from the
Mortgage Loan or REO Loan (or, with respect to any Property Advance made with
respect to a Serviced Whole Loan, from any amounts collected in respect of such
Serviced Whole Loan) ("RELATED PROCEEDS") prior to distributions on the
Certificates. Notwithstanding the foregoing, none of the Servicers, the Special
Servicer or the Trustee will be obligated to make any Advance that it or the
Special Servicer determines in its reasonable judgment would, if made, will not
be ultimately recoverable (including interest on the Advance at the Advance
Rate) out of Related Proceeds (a "NONRECOVERABLE ADVANCE"). Any such
determination with respect to the recoverability of Advances by either the
Servicers or the Special Servicer must be evidenced by an officer's certificate
delivered to the other and to the Depositor and the Trustee and, in the case of
the Trustee, delivered to the Depositor, the Servicers and the Special Servicer,
setting forth such nonrecoverability determination and the considerations of the
Servicers, the Special Servicer or the Trustee, as the case may be, forming the
basis of such determination (such certificate accompanied by, to the extent
available, income and expense statements, rents rolls, occupancy status,
property inspections and other information used by the Servicers, the Trustee or
the Special Servicer, as applicable, to make such determination, together with
any existing Appraisal or Updated Appraisal); PROVIDED, HOWEVER, that the
Special Servicer may, at its option, make a determination in accordance with the
Servicing Standard, that any Advance previously made or proposed to be made is
nonrecoverable and shall deliver to the Servicers and the Trustee notice of such
determination. Any such determination shall be conclusive and binding on the
Servicers, the Special Servicer and the Trustee.
Subject to the discussion in this section relating to Whole Loans, each of
the Servicers, the Special Servicer and the Trustee will be entitled to recover
any Advance made by it that it subsequently determines to be a Nonrecoverable
Advance out of general funds on deposit in the Collection Account (or, with
respect to any Property Advance made with respect to a Serviced Whole Loan,
FIRST, out of general funds on deposit in the custodial account related to such
Serviced Whole Loan and THEN, out of general funds on deposit in the Collection
Account) in each case, first, from principal collections and then, from interest
collections. If the funds in the Collection Account (or, with respect to a
Serviced Whole Loan, the related custodial account) allocable to principal and
available for distribution on the next Distribution Date are insufficient to
fully reimburse the party entitled to reimbursement, then
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such party may elect, on a monthly basis, in its sole discretion, to defer
reimbursement of the portion that exceeds such amount allocable to principal (in
which case interest will continue to accrue on the unreimbursed portion of the
Advance at the Advance Rate) for such time as is required to reimburse such
excess portion from principal for a period not to exceed 12 months (PROVIDED,
HOWEVER, that any deferment over six months will require the consent of the
Controlling Class Representative). In addition, the Servicers, the Special
Servicer or the Trustee, as applicable, will be entitled to recover any Advance
that is outstanding at the time that a Mortgage Loan, REO Loan or a Serviced
Whole Loan, as applicable, is modified but is not repaid in full by the borrower
in connection with such modification but becomes an obligation of the borrower
to pay such amounts in the future (such Advance, a "WORKOUT-DELAYED
REIMBURSEMENT AMOUNT"), first, only out of principal collections in the
Collection Account (or, with respect to a Serviced Whole Loan, first out of the
related custodial account) and second, only upon a determination by the
Servicers, the Special Servicer or the Trustee, as applicable, that such amounts
will not ultimately be recoverable from late collections of interest and
principal or any other recovery on or in respect of the related Mortgage Loan or
REO Loan, from general collections in the Collection Account, taking into
account the factors listed below in making this determination. In making a
nonrecoverability determination, such person will be entitled to (i) give due
regard to the existence of any Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount with respect to other Mortgage Loans which, at the time of
such consideration, the recovery of which are being deferred or delayed by the
Servicers, the Special Servicer or the Trustee, as applicable, in light of the
fact that proceeds on the related Mortgage Loan are a source of recovery not
only for the Property Advance or P&I Advance under consideration, but also as a
potential source of recovery of such Nonrecoverable Advance or Workout-Delayed
Reimbursement Amounts which are or may be being deferred or delayed and (ii)
consider (among other things) only the obligations of the borrower under the
terms of the related Mortgage Loan (or the Serviced Whole Loan, as applicable)
as it may have been modified, (iii) consider (among other things) the related
Mortgaged Properties in their "as is" or then current conditions and
occupancies, as modified by such party's assumptions (consistent with the
applicable Servicing Standard in the case of each Servicer or the Special
Servicer) regarding the possibility and effects of future adverse changes with
respect to such Mortgaged Properties, (iv) estimate and consider (consistent
with the applicable Servicing Standard in the case of each Servicer or the
Special Servicer) (among other things) future expenses and (v) estimate and
consider (among other things) the timing of recoveries. In addition, any such
person may update or change its recoverability determinations at any time (but
not reverse any other person's determination that an Advance is non-recoverable)
at any time and may obtain, at the expense of the Trust, any analysis,
appraisals or market value estimates or other information for such purposes.
Absent bad faith, any such determination will be conclusive and binding on the
Certificateholders and the holders of the Serviced Companion Loans. The Trustee
will be entitled to rely conclusively on any nonrecoverability determination of
each Servicer or the Special Servicer, as applicable, and each Servicer will be
entitled to rely conclusively on any nonrecoverability determination of the
Special Servicer. Nonrecoverable Advances allocated to the Mortgage Loans (with
respect to any Mortgage Loan that is part of a Whole Loan, as described above)
will represent a portion of the losses to be borne by the Certificateholders.
In addition, the Servicers, the Special Servicer and the Trustee, as
applicable, shall consider Unliquidated Advances in respect of prior Advances
for purposes of nonrecoverability determinations as if such Unliquidated
Advances were unreimbursed Advances. None of the Servicers, the Special Servicer
or Trustee will be required to make any principal or interest advances with
respect to delinquent amounts due on any Companion Loan. Any requirement of the
Servicers or Trustee to make an Advance in the Pooling and Servicing Agreement
is intended solely to provide liquidity for the benefit of the
Certificateholders and not as credit support or otherwise to impose on any such
person the risk of loss with respect to one or more Mortgage Loans.
"UNLIQUIDATED ADVANCE" means any Advance previously made by a party to the
Pooling and Servicing Agreement that has been previously reimbursed, as between
the person that made the Advance under the Pooling and Servicing Agreement, on
the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed
Reimbursement Amount, as applicable, but that has not been recovered from the
related borrower or otherwise from collections on or the proceeds of the
Mortgage
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Loan or the applicable Serviced Whole Loan or REO Property in respect of which
the Advance was made.
ACCOUNTS
COLLECTION ACCOUNT. Each Servicer will establish and maintain one or more
segregated accounts (collectively, the "COLLECTION ACCOUNT") pursuant to the
Pooling and Servicing Agreement, and will be required to deposit into the
Collection Account (or, with respect to each Serviced Whole Loan, a separate
custodial account) all payments in respect of the Mortgage Loans serviced by it,
other than amounts permitted to be withheld by each Servicer or amounts to be
deposited into any Reserve Account. Payments and collections received in respect
of each Serviced Whole Loan will not be deposited into the Collection Account,
but will be deposited into a separate custodial account. Payments and
collections on each related Mortgage Loan will be transferred from such
custodial account to the Collection Account no later than the business day
preceding the related Distribution Date.
DISTRIBUTION ACCOUNTS. The Trustee will establish and maintain one or more
segregated accounts (the "DISTRIBUTION ACCOUNT") in its own name for the benefit
of the holders of the Certificates. With respect to each Distribution Date, the
Servicers will remit on or before each Servicer Remittance Date to the Trustee,
and the Trustee will deposit into the Distribution Account, to the extent of
funds on deposit in the Collection Account, on the Servicer Remittance Date an
aggregate amount of immediately available funds equal to the sum of (i) the
Available Funds (including all P&I Advances) and (ii) the Trustee Fee. To the
extent the Servicers fail to do so, the Trustee will deposit all P&I Advances
into the Distribution Account as described herein. See "Description of the
Offered Certificates-Distributions" in this prospectus supplement.
INTEREST RESERVE ACCOUNT. The Trustee will establish and maintain an
"INTEREST RESERVE ACCOUNT" in its own name 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 such Distribution Date is the final Distribution Date
there shall be deposited, in respect of each Mortgage Loan (other than the
Mortgage Loans specified in footnote 15 of Annex A-1 to this prospectus
supplement during their respective interest-only periods) that does not accrue
interest on the basis of a 360-day year consisting of 12 months of 30 days each,
an amount equal to one day's interest at the related Mortgage Rate (net of any
Servicing Fee payable therefrom) on the respective Stated Principal Balance as
of the immediately preceding Due Date, to the extent a Monthly Payment or P&I
Advance is made in respect thereof (all amounts so deposited in any consecutive
January (if applicable) and February, "WITHHELD AMOUNTS"). With respect to each
Distribution Date occurring in March, an amount is required to be withdrawn from
the Interest Reserve Account in respect of each such Mortgage Loan equal to the
related Withheld Amounts from the preceding January (if applicable) and
February, if any, and deposited into the Distribution Account.
The Withheld Amount for each applicable Distribution Date for the Lakewood
Center Loan and the General Motors Building Loan will be equal to 1/30th of the
interest accrued in respect of the immediately preceding Due Date, and the
Withheld Amount for each applicable Distribution Date for each Mortgage Loan
that does not accrue interest on the basis of a 360-day year consisting of 12
months of 30 days each will be equal to 1/31st of the interest accrued in
respect of the immediately preceding Due Date, in each case to the extent a
Monthly Payment or P&IAdvance is made in respect thereof.
The Trustee will also establish and maintain one or more segregated
accounts or sub-accounts for the "Loan REMIC Distribution Account", the
"Lower-Tier Distribution Account," the "Upper-Tier Distribution Account," the
"Grantor Trust Distribution Account" and the "Excess Liquidation Proceeds
Account," each in its own name for the benefit of the holders of the
Certificates.
The Collection Account, the separate custodial account for each Serviced
Whole Loan, the Loan REMIC Distribution Account," the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Grantor Trust Distribution
Account and the Excess Liquidation Proceeds Account will be held in the name of
the Trustee (or the Servicers on behalf of the Trustee) on behalf of the holders
of Certificates, and, in the case of the Serviced Whole Loans, the holder of the
related Serviced Companion Loan and, with respect to the Loan REMIC Distribution
Account and the Lower-Tier Distribution
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Account, for the benefit of the Trustee as the holder of the related
uncertificated regular interests. Each of the Collection Account, the separate
custodial account for each Serviced Whole Loan, any REO Account, the Loan
REMIC Distribution Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account and the Excess Liquidation Proceeds Account will be (or
will be a sub-account of) either (i) (A) an account or accounts maintained with
a depository institution or trust company the short-term unsecured debt
obligations or commercial paper of which are rated at least "A-1" by S&P and
"P-1" by Moody's Investors Service, Inc. ("MOODY'S"), in the case of accounts in
which deposits have a maturity of 30 days or less or, in the case of accounts in
which deposits have a maturity of more than 30 days, the long-term unsecured
debt obligations of which are rated at least "AA-" by S&P and "Aa3" by Moody's
or (B) as to which the Trustee has received written confirmation from each
rating agency then rating any Certificates that holding funds in such account
would not cause any rating agency to qualify, withdraw or downgrade any of its
then-current ratings on the Certificates or (ii) a segregated trust account or
accounts maintained with a federal or state chartered depository institution or
trust company acting in its fiduciary capacity which, in the case of a state
chartered depository institution, is subject to regulations substantially
similar to 12 C.F.R. Section 9.10(b) and subject to supervision or examination
by federal and state authority, or (iii) any other account that, as evidenced by
a written confirmation from each rating agency then rating any Certificates that
such account would not, in and of itself, cause a downgrade, qualification or
withdrawal of the then-current ratings assigned to the Certificates, which may
be an account maintained with the Trustee or the Servicers, or (iv) with PNC
Bank so long as PNC Bank's long-term unsecured debt rating is at least "A" from
S&P and "A1" from Moody's (if the deposits are to be held in the account for
more than 30 days) or PNC Bank's short-term deposit or short-term unsecured debt
rating is at least "A-1" from S&P or "P-1" from Moody's (if the deposits to be
held in accounts for 30 days or less).
Amounts on deposit in the Collection Account, the separate custodial
account for each Serviced Whole Loan and any REO Account may be invested in
certain United States government securities and other high-quality investments
specified in the Pooling and Servicing Agreement ("PERMITTED INVESTMENTS").
Interest or other income earned on funds in the Collection Account and the
separate custodial account for each Serviced Whole Loan will be paid to the
applicable Servicer (except to the extent required to be paid to the related
borrower) as additional servicing compensation and interest or other income
earned on funds in any REO Account will be payable to the Special Servicer. The
Servicers or the Special Servicer, as applicable, will be required to bear any
losses resulting from the investment of such funds in accounts maintained by the
applicable Servicer or the Special Servicer, as applicable, other than losses
resulting from investments directed by or on behalf of a borrower or that result
from the insolvency of any financial institution which was an eligible
institution under the terms of the Pooling and Servicing Agreement in the month
in which the loss occurred and at the time the investment was made.
Amounts on deposit in the Distribution Account, the Interest Reserve
Account and the Excess Liquidation Proceeds Account will remain uninvested.
The Servicers may make withdrawals from the Collection Account (and the
separate custodial account for each Serviced Whole Loan), to the extent
permitted and in the priorities provided in the Pooling and Servicing Agreement.
ENFORCEMENT OF "DUE-ON-SALE" AND "DUE-ON-ENCUMBRANCE" CLAUSES
In most cases, the Mortgage Loans and Serviced Whole Loans contain
provisions in the nature of "due-on-sale" clauses (including, without
limitation, sales or transfers of Mortgaged Properties (in full or part) or the
sale, transfer, pledge or hypothecation of direct or indirect interests in the
borrower or its owners), which by their terms (a) provide that the Mortgage
Loans or Serviced Whole Loans will (or may at the lender's option) become due
and payable upon the sale or other transfer of an interest in the related
Mortgaged Property, (b) provide that the Mortgage Loans or Serviced Whole Loans
may not be assumed without the consent of the related lender in connection with
any such sale or other transfer or (c) provide that such Mortgage Loans or
Serviced Whole Loans may be assumed or transferred without the consent of the
lender provided certain conditions are satisfied. Each Servicer or the Special
Servicer, as applicable, will not be required to enforce any such due-on-sale
clauses and in connection
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therewith will not be required to (i) accelerate payments thereon or (ii)
withhold its consent to such an assumption if (x) such provision is not
exercisable under applicable law or the enforcement of such provision is
reasonably likely to result in meritorious legal action by the borrower or (y)
the applicable Servicer or the Special Servicer, as applicable, determines, in
accordance with the Servicing Standard, that granting such consent would be
likely to result in a greater recovery, on a present value basis (discounting at
the related Mortgage Rate), than would enforcement of such clause. If the
applicable Servicer or the Special Servicer, as applicable, determines that (i)
granting such consent would be likely to result in a greater recovery, (ii) such
provisions are not legally enforceable, or (iii) in the case of a Mortgage Loan
described in clause (c) of this paragraph, that the conditions to sale or
transfer have been satisfied, such Servicer or the Special Servicer, as
applicable, is authorized to take or enter into an assumption agreement from or
with the proposed transferee as obligor thereon, PROVIDED that (a) the credit
status of the prospective transferee is in compliance with such Servicer's or
the Special Servicer's, as applicable, regular commercial mortgage origination
or servicing standards and criteria and the terms of the related Mortgage and
(b) each Servicer or the Special Servicer, as applicable, has received written
confirmation that such assumption or substitution would not, in and of itself,
cause a downgrade, qualification or withdrawal of the then-current ratings
assigned to the Certificates from (i) S&P with respect to Mortgage Loans (other
than the Non-Serviced Mortgage Loans) that (A) represent more than 5% of the
then-current aggregate Stated Principal Balance of the Mortgage Loans (taking
into account for the purposes of this calculation, in the case of any such
Mortgage Loan with respect to which the related borrower or its affiliate is a
borrower with respect to one or more other Mortgage Loans, such other Mortgage
Loans), (B) have a Stated Principal Balance that is more than $35,000,000 or (C)
are among the ten largest Mortgage Loans in the Trust (based on its Stated
Principal Balance), or (ii) Moody's with respect to any Mortgage Loan that
(together with any Mortgage Loans cross-collateralized with such Mortgage Loan)
represent one of the ten largest Mortgage Loans in the Trust (based on its
Stated Principal Balance). To the extent not precluded by the Mortgage Loan
Documents, the Servicers or Special Servicer may not approve an assumption or
substitution without requiring the related borrower to pay any fees owed to the
rating agencies associated with the approval of such assumption or substitution.
However, in the event that the related borrower is required but fails to pay
such fees, such fees will be an expense of the Trust Fund and, in the case of a
Serviced Whole Loan, such expense will be allocated (i) FIRST to the related B
Loan (up to the full Stated Principal Balance thereof), and, THEN, (ii) to the
holders of the Mortgage Loan. No assumption agreement may contain any terms that
are different from any term of any Mortgage or related Note, except pursuant to
the provisions described under "--Realization Upon Defaulted Mortgage Loans" and
"--Modifications" in this prospectus supplement. The Special Servicer will have
the right to consent to any assumption of a Mortgage Loan or Serviced Whole Loan
that is not a Specially Serviced Mortgage Loan and to any determination by the
applicable Servicer that in the case of a Mortgage Loan or Serviced Whole Loan
described in clause (c) of this paragraph, that the conditions to transfer or
assumption of such Mortgage Loan or Serviced Whole Loan have been satisfied; and
the Special Servicer will also be required to obtain the consent of the
Directing Certificateholder to any such assumption or substitution, in each
case, to the extent described in this prospectus supplement under "--Special
Servicing." In addition, the Special Servicer will also be required to obtain
the consent of the Directing Certificateholder with respect to any assumption
with respect to a Specially Serviced Mortgage Loan, to the extent described in
this prospectus supplement under "--Special Servicing."
In most cases, the Mortgage Loans and Serviced Whole Loans contain
provisions in the nature of a "due-on-encumbrance" clause (including, without
limitation, any mezzanine financing of the borrower or the Mortgaged Property or
any sale or transfer of preferred equity in the borrower or its owners) which by
their terms (a) provide that the Mortgage Loans or Serviced Whole Loans will (or
may at the lender's option) become due and payable upon the creation of any lien
or other encumbrance on the related Mortgaged Property, (b) require the consent
of the related lender to the creation of any such lien or other encumbrance on
the related Mortgaged Property or (c) provide that such Mortgaged Property may
be further encumbered without the consent of the lender, PROVIDED certain
conditions are satisfied. The Servicers or the Special Servicer, as applicable,
will not be required to enforce such due-on-encumbrance clauses and in
connection therewith, will not be required to (i) accelerate payments
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thereon or (ii) withhold its consent to such lien or encumbrance if the
applicable Servicer or the Special Servicer, as applicable, (A) determines, in
accordance with the Servicing Standard, that such enforcement would not be in
the best interests of the Trust or that in the case of a Mortgage Loan or
Serviced Whole Loan described in clause (c) of this paragraph, that the
conditions to further encumbrance have been satisfied and (B) receives prior
written confirmation from S&P and Moody's that granting such consent would not,
in and of itself, cause a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates; PROVIDED, that in the case of
S&P, such confirmation will only be required with respect to any Mortgage Loan
that (1) represents 2% or more of the Stated Principal Balance of all of the
Mortgage Loans held by the Trust Fund (or 5% if the aggregate Stated Principal
Balance of all of the Mortgage Loans held by the Trust Fund is less than $100
million), (2) has a Stated Principal Balance greater than $20,000,000, (3) is
one of the ten largest mortgage loans based on Stated Principal Balance, (4) has
a loan-to-value ratio (which includes additional debt of the related borrower,
if any) that is greater than or equal to 85% or (5) has a Debt Service Coverage
Ratio (which includes additional debt of the related borrower, if any) that is
less than 1.20x or, in the case of Moody's, such confirmation will only be
required with respect to any Mortgage Loan which (together with any Mortgage
Loans cross-collateralized with such Mortgage Loans) represent one of the ten
largest Mortgage Loans in the Trust (based on its then Stated Principal
Balance). To the extent not precluded by the Mortgage Loan Documents, the
Servicers or Special Servicer may not approve the creation of any lien or other
encumbrance without requiring the related borrower to pay any fees owed to the
rating agencies associated with the approval of such lien or encumbrance.
However, in the event that the related borrower is required but fails to pay
such fees, such fees will be an expense of the Trust Fund and, in the case of a
Serviced Whole Loan, such expense will be allocated (i) first to the related B
Loan (up to the full Stated Principal Balance thereof), and, then, (ii) to the
holders of the Mortgage Loan. The Special Servicer will have the right to
consent to the waiver of any due-on-encumbrance clauses with regard to any
Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced Mortgage
Loan and to any determination by the applicable Servicer that the conditions to
further encumbrance of a Mortgage Loan or Serviced Whole Loan described in
clause (c) of this paragraph have been satisfied, and the Special Servicer will
also be required to obtain the consent of the Directing Certificateholder to any
such waiver of a due-on-encumbrance clause, to the extent described in this
prospectus supplement under "--Special Servicing." See "Certain Legal Aspects of
Mortgage Loans--Due-on-Sale and Due-on-Encumbrance Provisions" in the
prospectus. If the Special Servicer, in accordance with the Servicing Standard,
(a) notifies the applicable Servicer of its determination with respect to any
Mortgage Loan or Serviced Whole Loan, (which by its terms permits transfer,
assumption or further encumbrance without lender consent, PROVIDED certain
conditions are satisfied) that the conditions required under the related
Mortgage Loan Documents have not been satisfied or (b) the Special Servicer
objects in writing to the applicable Servicer's determination that such
conditions have been satisfied, then such Servicer shall not permit transfer,
assumption or further encumbrance of such Mortgage Loan or Serviced Whole Loan.
Neither the Servicers nor the Special Servicer will be responsible for
enforcing a "due-on-sale" or a "due-on-encumbrance" clause with respect to any
Non-Serviced Mortgage Loan.
INSPECTIONS
Each Servicer (or with respect to any Specially Serviced Mortgage Loan and
REO Property, the Special Servicer) is required to inspect or cause to be
inspected each Mortgaged Property serviced by it (other than the Mortgaged
Properties securing the Non-Serviced Mortgage Loans) at such times and in such
manner as is consistent with the Servicing Standard, but in any event is
required to inspect each Mortgaged Property securing a Note, with a Stated
Principal Balance (or in the case of a Note secured by more than one Mortgaged
Property, having an allocated loan amount) of (a) $2,000,000 or more at least
once every 12 months and (b) less than $2,000,000 at least once every 24 months,
in each case commencing in 2006; PROVIDED, HOWEVER, that if any Mortgage Loan
becomes a Specially Serviced Mortgage Loan, the Special Servicer is required to
inspect or cause to be inspected the related Mortgaged Property as soon as
practicable but in no event more than 60 days after the Mortgage Loan becomes a
Specially Serviced Mortgage Loan and annually thereafter for so long as the
Mortgage Loan
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remains a Specially Serviced Mortgage Loan. The reasonable cost of each such
inspection performed by the Special Servicer will be paid by the applicable
Servicer as a Property Advance or if such Property Advance would not be
recoverable, as an expense of the Trust Fund. The Servicers or the Special
Servicer, as applicable, will be required to prepare a written report of the
inspection describing, among other things, the condition of and any damage to
the Mortgaged Property and specifying the existence of any material vacancies in
the Mortgaged Property, any sale, transfer or abandonment of the Mortgaged
Property of which it has actual knowledge, any material adverse change in the
condition of the Mortgaged Property, or any visible material waste committed on
the Mortgaged Property. Inspection of the Mortgaged Properties securing the
Non-Serviced Mortgage Loans will be in accordance with the terms of the related
pooling and servicing agreement governing such Non-Serviced Mortgage Loans.
INSURANCE POLICIES
In the case of each Mortgage Loan (but excluding any Mortgage Loan as to
which the related Mortgaged Property has become an REO Property and the
Non-Serviced Mortgage Loans), the Servicers will be required to use commercially
reasonable efforts consistent with the Servicing Standard to cause the related
borrower to maintain (including identifying the extent to which such borrower is
maintaining insurance coverage and, if such borrower does not so maintain, each
Servicer will be required to itself cause to be maintained) for the related
Mortgaged Property:
(i) except where the Mortgage Loan Documents permit a borrower to rely
on self-insurance provided by a tenant, a fire and casualty extended
coverage insurance policy that does not provide for reduction due to
depreciation, in an amount that is at least equal to the lesser of the full
replacement cost of the improvements securing the Mortgage Loan or the
outstanding principal balance of the Mortgage Loan or the Serviced Whole
Loan, as applicable, but, in any event, in an amount sufficient to avoid
the application of any co-insurance clause, and
(ii) all other insurance coverage as is required (including, but not
limited to, coverage for acts of terrorism), subject to applicable law,
under the related Mortgage Loan Documents, PROVIDED, HOWEVER, that:
(i) the Servicers will not be required to maintain any earthquake or
environmental insurance policy on any Mortgaged Property unless such
insurance policy was in effect at the time of the origination of such
Mortgage Loan or Serviced Whole Loan, as applicable, or was required by the
related Mortgage Loan Documents and is available at commercially reasonable
rates (and if the applicable Servicer does not cause the borrower to
maintain or itself maintains such earthquake or environmental insurance
policy on any Mortgaged Property, the Special Servicer will have the right,
but not the duty, to obtain (in accordance with the Servicing Standard), at
the Trust's expense, earthquake or environmental insurance on any REO
Property so long as such insurance is available at commercially reasonable
rates);
(ii) if and to the extent that any Mortgage Loan Document grants the
lender thereunder any discretion (by way of consent, approval or otherwise)
as to the insurance provider from whom the related borrower is to obtain
the requisite insurance coverage, the Servicers must (to the extent
consistent with the Servicing Standard) require the related borrower to
obtain the requisite insurance coverage from qualified insurers that meet
the required ratings set forth in the Pooling and Servicing Agreement;
(iii) the Servicers will have no obligation beyond using their
reasonable efforts consistent with the Servicing Standard to enforce those
insurance requirements against any borrower; provided, however, that this
will not limit the applicable Servicer's obligation to obtain and maintain
a force-placed insurance policy as set forth in the Pooling and Servicing
Agreement;
(iv) except as provided below (including under clause (vii)), in no
event will the applicable Servicer be required to cause the borrower to
maintain, or itself obtain, insurance coverage that such Servicer has
determined is either (A) not available at any rate or (B) not available at
commercially reasonable rates and the related hazards are not at the time
commonly
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insured against for properties similar to the related Mortgaged Property
and located in or around the region in which the related Mortgaged Property
is located (in each case, as determined by the applicable Servicer in
accordance with the Servicing Standard, not less frequently than annually,
and such Servicer will be entitled to rely on insurance consultants,
retained at its own expense, in making such determination);
(v) the reasonable efforts of a Servicer to cause a borrower to
maintain insurance must be conducted in a manner that takes into account
the insurance that would then be available to such Servicer on a
force-placed basis;
(vi) to the extent the applicable Servicer itself is required to
maintain insurance that the borrower does not maintain, such Servicer will
not be required to maintain insurance other than what is available on a
force-placed basis at commercially reasonable rates, and only to the extent
the Trustee as lender has an insurable interest thereon; and
(vii) any explicit terrorism insurance requirements contained in the
related Mortgage Loan Documents are required to be enforced by the
applicable Servicer in accordance with the Servicing Standard (unless the
Special Servicer and the Directing Certificateholder have consented to a
waiver (including a waiver to permit the applicable Servicer to accept
insurance that does not comply with specific requirements contained in the
Mortgage Loan Documents) in writing of that provision in accordance with
the Servicing Standard).
PROVIDED, HOWEVER, that any determination by the Servicers that a particular
type of insurance is not available at commercially reasonable rates will be
subject to the approval of the Special Servicer and the Directing
Certificateholder; PROVIDED, FURTHER, that the Servicers will not be permitted
to obtain insurance on a force-placed basis with respect to terrorism insurance
without the consent of the Special Servicer and the Directing Certificateholder;
and, PROVIDED, FURTHER, that while approval is pending, the Servicers will not
be in default or liable for any loss.
Notwithstanding the provision described in clause (iv) above, each
Servicer, prior to availing itself of any limitation described in that clause
with respect to any Mortgage Loan or Serviced Whole Loan, will be required to
obtain the approval or disapproval of the Special Servicer and the Directing
Certificateholder (and, in connection therewith, the Special Servicer will be
required to comply with any applicable provisions of the Pooling and Servicing
Agreement described herein under "--MODIFICATIONS" and "--SPECIAL SERVICING").
The Servicers will be entitled to conclusively rely on the determination of the
Special Servicer.
In addition, you should assume that the Pooling and Servicing Agreement
will prohibit the Servicers from making various determinations that it is
otherwise authorized to make in connection with its efforts to maintain
insurance or cause insurance to be maintained unless it obtains the consent of
the Special Servicer and that the Special Servicer will not be permitted to
consent to those determinations unless the Special Servicer has complied with
any applicable provisions of the Pooling and Servicing Agreement described
herein under "--Modifications" and "--Special Servicing." The Pooling and
Servicing Agreement may also provide for the Special Servicer to fulfill the
duties otherwise imposed on the Servicers as described above with respect to a
particular Mortgage Loan if the Special Servicer has a consent right described
above and disapproves the proposed determination, or if certain other
circumstances occur in connection with an insurance-related determination by the
Servicers, with respect to that Mortgage Loan.
With respect to each REO Property, the Special Servicer will generally be
required to use reasonable efforts, consistent with the Servicing Standard, to
maintain with an insurer meeting certain criteria set forth in the Pooling and
Servicing Agreement (subject to the right of the Special Servicer to direct each
Servicer to make a Property Advance for the costs associated with coverage that
the Special Servicer determines to maintain, in which case the Servicers will be
required to make that Property Advance (subject to the recoverability
determination and Property Advance procedures described above under "--ADVANCES"
in this prospectus supplement) (a) a fire and casualty extended coverage
insurance policy, which does not provide for reduction due to depreciation, in
an amount that is at
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least equal to the lesser of the full replacement value of the Mortgaged
Property or the Stated Principal Balance of the Mortgage Loan or the Serviced
Whole Loan, as applicable (or such greater amount of coverage required by the
related Mortgage Loan Documents (unless such amount is not available or the
Directing Certificateholder has consented to a lower amount)), but, in any
event, in an amount sufficient to avoid the application of any co-insurance
clause, (b) a comprehensive general liability insurance policy with coverage
comparable to that which would be required under prudent lending requirements
and in an amount not less than $1,000,000 per occurrence and (c) to the extent
consistent with the Servicing Standard, a business interruption or rental loss
insurance covering revenues or rents for a period of at least 12 months.
However, the Special Servicer will not be required in any event to maintain or
obtain (or direct each Servicer to maintain or obtain) insurance coverage
described in this paragraph beyond what is reasonably available at a cost
customarily acceptable and consistent with the Servicing Standard. With respect
to each Specially Serviced Mortgage Loan, the Special Servicer will be required
to use commercially reasonable efforts to cause the related borrower to maintain
the insurance set forth in clauses (a), (b) and/or (c) of this paragraph, as
applicable, provided that if such borrower fails to maintain such insurance, the
Special Servicer will be required to direct the applicable Servicer to cause
that coverage to be maintained under the Servicer's force-placed insurance
policy. In such case, the applicable Servicer will be required to so cause that
coverage to be maintained to the extent that the identified coverage is
available under such Servicer's existing force-placed policy.
If either (x) the applicable Servicer or the Special Servicer obtains and
maintains, or causes to be obtained and maintained, a blanket policy or master
force-placed policy insuring against hazard losses on all of the Mortgage Loans
(other than the Non-Serviced Mortgage Loans) or the Serviced Whole Loans or REO
Properties, as applicable, as to which it is the Servicer or the Special
Servicer, as the case may be, then, to the extent such policy (i) is obtained
from an insurer meeting certain criteria set forth in the Pooling and Servicing
Agreement, and (ii) provides protection equivalent to the individual policies
otherwise required or (y) such Servicer (or its corporate parent) or Special
Servicer has long-term unsecured debt obligations that are rated not lower than
"A" by S&P and "A2" by Moody's and the applicable Servicer or Special Servicer
self-insures for its obligation to maintain the individual policies otherwise
required, then the applicable Servicer or Special Servicer, as the case may be,
will conclusively be deemed to have satisfied its obligation to cause hazard
insurance to be maintained on the related Mortgaged Properties or REO
Properties, as applicable. Such a blanket or master force-placed policy may
contain a deductible clause (not in excess of a customary amount), in which case
the Servicer or the Special Servicer, as the case may be, that maintains such
policy shall, if there shall not have been maintained on any Mortgaged Property
or REO Property thereunder a hazard insurance policy complying with the
requirements described above, and there shall have been one or more losses that
would have been covered by such an individual policy, promptly deposit into the
Collection Account (or with respect to a Serviced Whole Loan, the related
separate custodial account), from its own funds, the amount not otherwise
payable under the blanket or master force-placed policy in connection with such
loss or losses because of such deductible clause to the extent that any such
deductible exceeds the deductible limitation that pertained to the related
Mortgage Loan or the related Serviced Whole Loan (or, in the absence of any such
deductible limitation, the deductible limitation for an individual policy which
is consistent with the Servicing Standard).
The costs of the insurance premiums incurred by the Servicers or the
Special Servicer may be recovered by the Servicers or the Special Servicer, as
applicable, from reimbursements received from the related borrower or, if the
borrower does not pay those amounts, as a Property Advance (to the extent that
such Property Advances are recoverable advances) as set forth in the Pooling and
Servicing Agreement. However, even if such Property Advance would be a
nonrecoverable advance, the Servicers or the Special Servicer, as applicable,
may make such payments using funds held in the Collection Account (or with
respect to a Serviced Whole Loan, the related separate custodial account) or may
be permitted or required to make such Property Advance, subject to certain
conditions set forth in the Pooling and Servicing Agreement.
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No pool insurance policy, special hazard insurance policy, bankruptcy bond,
repurchase bond or certificate guarantee insurance will be maintained with
respect to the Mortgage Loans or Serviced Whole Loans, nor will any Mortgage
Loan be subject to FHA insurance.
ASSIGNMENT OF THE MORTGAGE LOANS
The Depositor will purchase the Mortgage Loans to be included in the
Mortgage Pool on or before the Closing Date from GACC, GMACCM and PNC Bank
pursuant to three separate mortgage loan purchase agreements (the "MORTGAGE LOAN
PURCHASE AGREEMENTS"). See "Description of the Mortgage Pool--The Mortgage Loan
Sellers" in this prospectus supplement.
On the Closing Date, the Depositor will sell, transfer or otherwise convey,
assign or cause the assignment of the Mortgage Loans, without recourse, together
with the Depositor's rights and remedies against the Mortgage Loan Sellers in
respect of breaches of representations and warranties regarding the Mortgage
Loans, to the Trustee for the benefit of the holders of the Certificates. On or
prior to the Closing Date, the Depositor will deliver to the custodian
designated by the Trustee (the "CUSTODIAN"), the Note and certain other
documents and instruments (the "MORTGAGE LOAN DOCUMENTS") with respect to each
Mortgage Loan. The Custodian will hold such documents in trust for the benefit
of the holders of the Certificates. The Custodian is obligated to review certain
documents for each Mortgage Loan within 60 days after the later of the Closing
Date or actual receipt (but not later than 120 days after the Closing Date) and
report any missing documents or certain types of defects therein to the
Depositor, the Servicers, the Special Servicer, the Controlling Class
Representative and the related Mortgage Loan Seller. Each of the Mortgage Loan
Sellers will retain a third party vendor (which may be the Trustee or the
Custodian) to complete the assignment and recording of the related Mortgage Loan
Documents to the Custodian. Each Mortgage Loan Seller will be required to effect
(at its expense) the assignment and recordation of the related Mortgage Loan
Documents until the assignment and recordation of all Mortgage Loan Documents
has been completed.
REPRESENTATIONS AND WARRANTIES; REPURCHASE; SUBSTITUTION
In the Pooling and Servicing Agreement, the Depositor will assign to the
Trustee for the benefit of Certificateholders the representations and warranties
made by the Mortgage Loan Sellers to the Depositor in the Mortgage Loan Purchase
Agreements.
Each of the Mortgage Loan Sellers will in its respective Mortgage Loan
Purchase Agreement represent and warrant with respect to its respective Mortgage
Loans, subject to certain exceptions set forth in its 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 to
the effect that:
(1) the information pertaining to each Mortgage Loan set forth in the
schedule of Mortgage Loans attached to the applicable Mortgage Loan
Purchase Agreement was true and correct in all material respects as of the
Cut-off Date;
(2) immediately prior to the sale, transfer and assignment to the
Depositor, the Mortgage Loan Seller had good title to, and was the sole
owner of, each Mortgage Loan, and the Mortgage Loan Seller is transferring
such Mortgage Loan free and clear of any and all liens, pledges, charges,
security interests, participation interests and/or any other interests or
encumbrances of any nature whatsoever (other than certain rights of the
holder of a companion loan, if applicable, or certain servicing rights);
(3) the proceeds of each Mortgage Loan have been fully disbursed
(except in those cases where the full amount of the Mortgage Loan has been
disbursed but a portion thereof is being held in escrow or reserve accounts
pending the satisfaction of certain conditions relating to leasing, repairs
or other matters with respect to the related Mortgaged Property), and there
is no obligation for future advances with respect thereto;
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(4) each Note, Mortgage and the assignment of leases (if it is a
document separate from the Mortgage) executed in connection with such
Mortgage Loan are legal, valid and binding obligations of the related
borrower or guarantor (subject to any nonrecourse provisions therein and
any state anti-deficiency legislation or market value limit deficiency
legislation), enforceable in accordance with their terms, except (i) 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 provisions 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 principal rights and benefits afforded thereby and (ii)
as such enforcement may be limited by bankruptcy, insolvency, receivership,
reorganization, moratorium, redemption, liquidation or other laws affecting
the enforcement of creditors' rights generally, or by general principles of
equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law);
(5) each assignment of leases creates a valid collateral or first
priority assignment of, or a valid perfected first priority security
interest in, certain rights under the leases, subject to a license granted
to the related borrower to exercise certain rights and to perform certain
obligations of the lessor under such leases and subject to the limitations
on enforceability set forth in (4) above;
(6) there is no right of offset, abatement, diminution, or rescission
or valid defense or counterclaim with respect to any of the Note,
Mortgage(s) or other agreements executed in connection with the Mortgage
Loan, subject to limitations on enforceability set forth in (4) above, and
as of the Closing Date, to the Mortgage Loan Seller's actual knowledge, no
such rights have been asserted;
(7) each related assignment of Mortgage and assignment of assignment
of leases will constitute the legal, valid, binding and enforceable
assignment from the Mortgage Loan Seller, subject to the limitations on
enforceability set forth in (4) above;
(8) each related Mortgage is a legal, valid and enforceable first lien
on the related Mortgaged Property subject to the limitations on
enforceability set forth in (4) above and subject to the title exceptions;
(9) all real estate taxes and governmental assessments or charges that
if left unpaid, would be a lien on the related Mortgaged Property and that
prior to the Cut-off Date became delinquent have been paid, or if in
dispute, an escrow of funds in an amount sufficient to cover such payments
has been established;
(10) except as set forth in engineering reports, to the Mortgage Loan
Seller's knowledge as of the Closing Date, each Mortgaged Property is free
and clear of any damage that would materially and adversely affect its
value as security for such Mortgage Loan;
(11) each Mortgaged Property is covered by a title insurance policy
(or a "pro forma" title policy or a "marked up" commitment) insuring that
the related Mortgage is a valid first lien subject only to title
exceptions. No claims have been made under such title insurance policy.
Such title insurance policy is in full force and effect;
(12) as of the date of the origination of each Mortgage Loan, the
related Mortgaged Property was insured by all insurance coverage required
under the related Mortgage and such insurance was in full force and effect
at origination;
(13) other than payments due but not yet 30 days or more delinquent,
there exists no material default, breach, violation or event of
acceleration under the related Mortgage Note or each related Mortgage,
PROVIDED, HOWEVER, that this representation and warranty does not address
or otherwise cover any default, breach, violation or event of acceleration
that specifically pertains to any matter otherwise covered by any
representation and warranty made by the Mortgage Loan Seller elsewhere in
the related Mortgage Loan Purchase Agreement or any exception to any
representation and warranty made in the Mortgage Loan Purchase Agreement;
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(14) each Mortgage Loan is 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 without giving effect to any applicable grace or cure
period;
(15) the Mortgaged Property, or any material portion thereof, is not
the subject of, and no borrower is a debtor in, any state or federal
bankruptcy or insolvency or similar proceeding;
(16) the Mortgage Loan Documents provide for the acceleration of the
related Mortgage Loan if, without the prior written consent of the holder
of the Mortgage, either the Mortgaged Property or any direct equity
interest in the borrower is directly or indirectly pledged, transferred or
sold, other than by reason of certain exceptions which are customarily
acceptable to prudent commercial and multifamily mortgage lending
institutions making loans secured by property that is comparable to the
related Mortgaged Property or transfers that are subject to the approval of
the holder of the Mortgage Loan; and
(17) since origination, no portion of the related Mortgaged Property
has been released from the lien of the related Mortgage in any manner which
materially and adversely affects the value, use or operation of the
Mortgaged Property or materially interferes with the security intended to
be provided by such Mortgage.
The Pooling and Servicing Agreement requires that the Custodian, each
Servicer, the Special Servicer or the Trustee notify the Depositor, the affected
Mortgage Loan Seller, the Controlling Class Representative, the Custodian, each
Servicer, the Special Servicer and the Trustee, as applicable, upon its becoming
aware of any failure to deliver Mortgage Loan Documents in a timely manner, any
defect in the Mortgage Loan Documents (as described in the Pooling and Servicing
Agreement) or any breach of any representation or warranty contained in the
preceding paragraph that, in each case, materially and adversely affects the
value of such Mortgage Loan, the value of the related Mortgaged Property or the
interests of the Trustee or any holders of the Certificates. Each of the
Mortgage Loan Purchase Agreements provides that, with respect to any such
Mortgage Loan, within 90 days following its receipt of such notice from the
applicable Servicer, the Special Servicer, the Trustee or the Custodian or, in
the case of a breach or defect that would cause the Mortgage Loan not to be a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, if
earlier, its discovery of such breach or defect, the affected Mortgage Loan
Seller must either (a) cure such breach or defect in all material respects, (b)
repurchase such Mortgage Loan as well as, if such affected Mortgage Loan is a
cross-collateralized Mortgage Loan and not otherwise un-crossed as set forth
below, the other Mortgage Loan or Mortgage Loans in such cross-collateralized
group (and such other Mortgage Loan or Mortgage Loans so repurchased will be
deemed to be in breach of the representations and warranties by reason of its
cross-collateralization with the affected Mortgage Loan) at an amount equal to
the sum of (1) the outstanding principal balance of the Mortgage Loan or
Mortgage Loans as of the date of purchase, (2) all accrued and unpaid interest
on the Mortgage Loan or Mortgage Loans at the related Mortgage Rates in effect
from time to time, to but not including the Due Date in the month of purchase,
(3) all related unreimbursed Property Advances plus accrued and unpaid interest
on related Advances at the Advance Rate and unpaid Special Servicing Fees and
Workout Fees allocable to the Mortgage Loan or Mortgage Loans, (4) any payable
Liquidation Fee, as specified below in "--Special Servicing--Special Servicing
Compensation" and (5) all reasonable out-of-pocket expenses reasonably incurred
or to be incurred by the applicable Servicer, the Special Servicer, the
Depositor and the Trustee in respect of the defect or breach giving rise to the
repurchase obligation, including any expenses arising out of the enforcement of
the repurchase obligation (such price, the "REPURCHASE PRICE") or (c)
substitute, within two years of the Closing Date, a Qualified Substitute
Mortgage Loan (a "REPLACEMENT MORTGAGE LOAN") for the affected Mortgage Loan
(including any other Mortgage Loans which are cross-collateralized with such
Mortgage Loan and are not otherwise un-crossed as described in clause (b) above
and the immediately succeeding paragraph) (collectively, the "REMOVED MORTGAGE
LOAN") and pay any shortfall amount equal to the excess of the Repurchase Price
of the Removed Mortgage Loan calculated as of the date of substitution over the
Stated Principal Balance of the Qualified Substitute Mortgage Loan as of the
date of substitution; PROVIDED, that the applicable Mortgage Loan Seller
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generally has an additional 90-day period (as set forth in the Pooling and
Servicing Agreement) to cure the material defect or material breach if such
material defect or material breach is not capable of being cured within the
initial 90-day period, the Mortgage Loan Seller is diligently proceeding with
that cure, and such material defect or material breach is not related to the
Mortgage Loan not being a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code. In addition, the applicable Mortgage Loan Seller will
have an additional 90 days to cure the material breach or material defect if the
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of
such material breach or material defect and the failure to cure such material
breach or material defect is solely the result of a delay in the return of
documents from the local filing or recording authorities. See "The Pooling and
Servicing Agreement--Servicing Compensation and Payment of Expenses" in this
prospectus supplement.
If one or more (but not all) of a group of cross-collateralized Mortgage
Loans is to be repurchased or substituted for by the related Mortgage Loan
Seller as contemplated above, then, prior to such repurchase or substitution,
the related Mortgage Loan Seller or its designee is required to use its
reasonable efforts to prepare and have executed all documentation necessary to
terminate the cross-collateralization between such Mortgage Loans; PROVIDED,
that such Mortgage Loan Seller cannot effect such termination unless the
Controlling Class Representative has consented in its sole discretion and the
Trustee has received from the related Mortgage Loan Seller (i) an opinion of
counsel to the effect that such termination would neither endanger the status of
the loan REMIC established in connection with the Yorktowne Plaza loan (the
"Loan REMIC"), the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC nor
result in the imposition of any tax on the Loan REMIC, the Lower-Tier REMIC or
the Upper-Tier REMIC or the Trust Fund and (ii) written confirmation from each
Rating Agency that such termination would not cause the then-current ratings of
the Certificates to be qualified, withdrawn or downgraded; and PROVIDED,
further, that such Mortgage Loan Seller may, at its option and within the 90-day
cure period described above (as the same may be extended), purchase or
substitute for all such cross-collateralized Mortgage Loans in lieu of effecting
a termination of the cross-collateralization. All costs and expenses incurred by
the Trustee in connection with such termination are required to be included in
the calculation of the Repurchase Price for the Mortgage Loan to be repurchased.
If the cross-collateralization cannot be terminated as set forth above, then,
for purposes of (i) determining the materiality of any breach or defect, as the
case may be, and (ii) the application of remedies, the related
cross-collateralized Mortgage Loans are required to be treated as a single
Mortgage Loan.
Notwithstanding the foregoing, if there is a material breach or material
defect with respect to one or more Mortgaged Properties with respect to a
Mortgage Loan or cross-collateralized group of Mortgage Loans, the Mortgage Loan
Seller will not be obligated to repurchase the Mortgage Loan or
cross-collateralized group of Mortgage Loans if (i) the affected Mortgaged
Property may be released pursuant to the terms of any partial release provisions
in the related Mortgage Loan Documents (and such Mortgaged Property is, in fact,
released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements,
if any, set forth in the Mortgage Loan Documents and the Mortgage Loan Seller
provides an opinion of counsel to the effect that such release would not cause
an adverse REMIC event to occur and (iii) each Rating Agency then rating the
Certificates shall have provided written confirmation that such release would
not cause the then-current ratings of the Certificates rated by it to be
qualified, withdrawn or downgraded.
A "QUALIFYING SUBSTITUTE MORTGAGE LOAN" is a Mortgage Loan that, among
other things: (i) has a Stated Principal Balance of not more than the Stated
Principal Balance of the related Removed Mortgage Loan, (ii) accrues interest at
a rate of interest at least equal to that of the related Removed Mortgage Loan,
(iii) has a remaining term to stated maturity of not greater than, and not more
than two years less than, the remaining term to stated maturity of the related
Removed Mortgage Loan and (iv) is approved by the Controlling Class
Representative.
The obligations of the Mortgage Loan Sellers to repurchase, substitute or
cure described in the second, third and fourth preceding paragraphs constitute
the sole remedies available to holders of Certificates or the Trustee for a
document defect in the related mortgage file or a breach of a representation or
warranty by a Mortgage Loan Seller with respect to an affected Mortgage Loan.
None
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of the Servicers, the Special Servicer or the Trustee will be obligated to
purchase or substitute a Mortgage Loan if a Mortgage Loan Seller defaults on its
obligation to repurchase, substitute or cure, and no assurance can be given that
a Mortgage Loan Seller will fulfill such obligations. If such obligation is not
met as to a Mortgage Loan that is not a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code, the Upper-Tier REMIC or the Lower-Tier REMIC
may fail to qualify to be treated as a REMIC for federal income tax purposes.
With respect to the Yorktown Plaza loan, the related Mortgage Loan
Documents permit the borrower to defease the Mortgage Loan on or after June 29,
2007. GMACCM will be required to purchase such Mortgage Loan from the Trust
immediately prior to the borrower defeasing such Mortgage Loan if the defeasance
would occur prior to the Yorktowne Plaza Defeasance Date at the applicable
Repurchase Price plus the Yorktowne Plaza Yield Maintenance Amount. In
connection with such a repurchase or sale, the Special Servicer will effect a
"qualified liquidation" of the Loan REMIC, within the meaning of the Code. There
will be no yield maintenance payable on any repurchase of the Yorktowne Plaza
loan by the related Mortgage Loan Seller except in the circumstances described
above.
CERTAIN MATTERS REGARDING THE DEPOSITOR, THE SERVICERS AND THE SPECIAL SERVICER
Each Servicer and the Special Servicer may assign its rights and delegate
its duties and obligations under the Pooling and Servicing Agreement in
connection with the sale or transfer of a substantial portion of its mortgage
servicing or asset management portfolio, provided that certain conditions are
satisfied, including obtaining written confirmation of each rating agency then
rating any Certificates that such assignment or delegation in and of itself will
not cause a qualification, withdrawal or downgrading of the then-current ratings
assigned to the Certificates. The Pooling and Servicing Agreement provides that
the applicable Servicer or Special Servicer may not otherwise resign from its
obligations and duties as such Servicer or Special Servicer thereunder, except
upon either (a) the determination that performance of its duties is no longer
permissible under applicable law and PROVIDED that such determination is
evidenced by an opinion of counsel delivered to the Trustee or (b) the
appointment of, and the acceptance of the appointment by, a successor and
receipt by the Trustee of written confirmation from each rating agency then
rating any Certificates that the resignation and appointment will not, in and of
itself, cause a downgrade, withdrawal or qualification of the then-current
rating assigned by such rating agency to any Class of Certificates. No such
resignation may become effective until the Trustee or a successor Servicer or
Special Servicer has assumed the obligations of the applicable Servicer or
Special Servicer under the Pooling and Servicing Agreement. The Trustee or any
other successor Servicer or Special Servicer assuming the obligations of such
Servicer or Special Servicer under the Pooling and Servicing Agreement generally
will be entitled to the compensation to which such Servicer or Special Servicer
would have been entitled. If no successor Servicer or Special Servicer can be
obtained to perform such obligations for such compensation, additional amounts
payable to such successor Servicer or Special Servicer will be treated as
Realized Losses.
The Pooling and Servicing Agreement also provides that none of the
Depositor, the Servicers or the Special Servicer, or any director, officer,
employee, member, manager or agent (including subservicers) of the Depositor,
the Servicers or the Special Servicer will be under any liability to the Trust
or the holders of Certificates for any action taken or for refraining from the
taking of any action in good faith pursuant to the Pooling and Servicing
Agreement (including actions taken at the direction of the Directing
Certificateholder), or for errors in judgment; PROVIDED, HOWEVER, that none of
the Depositor, the Servicers or the Special Servicer or any director, officer,
employee, member, manager or agent (including subservicers) of the Depositor,
the Servicers and the Special Servicer will be protected against any breach of
its respective representations and warranties made in the Pooling and Servicing
Agreement or any liability that would otherwise be imposed by reason of willful
misconduct, bad faith, fraud or negligence (or in the case of each Servicer or
the Special Servicer, by reason of any specific liability imposed for a breach
of the Servicing Standard) in the performance of duties thereunder or by reason
of negligent disregard of obligations and duties thereunder. The Pooling and
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Servicing Agreement further provides that the Depositor, the Servicers and the
Special Servicer and any director, officer, employee, member, manager or agent
(including subservicers) of the Depositor, the Servicers and the Special
Servicer will be entitled to indemnification by the Trust for any loss,
liability or expense incurred in connection with any claim or legal action
relating to the Pooling and Servicing Agreement or the Certificates, other than
any loss, liability or expense (including legal fees and expenses) (i) incurred
by reason of willful misconduct, bad faith, fraud or negligence in the
performance of duties thereunder or by reason of negligent disregard of
obligations and duties thereunder or (ii) in the case of the Depositor and any
of its directors, officers, members, managers, employees and agents, incurred in
connection with any violation by any of them of any state or federal securities
law. With respect to a Serviced Whole Loan, the expenses, costs and liabilities
described in the preceding sentence that relate to the applicable Whole Loan
will be paid out of amounts on deposit in the separate custodial account
maintained with respect to such Whole Loan (with respect to a Serviced Whole
Loan, such expenses will first be allocated to the related B Loan and then will
be allocated to the related Mortgage Loan, except that with respect to a
PNC/Mezz Cap Whole Loan, such allocation first to the related B Loan shall only
apply during the occurence and continuance of a Material Default). If funds in
the applicable custodial account relating to a Serviced Whole Loan are
insufficient, then any deficiency will be paid from amounts on deposit in the
Collection Account.
The Pooling and Servicing Agreement will also provide that the servicer,
special servicer and trustee of the Non-Serviced Mortgage Loans, and any
director, officer, employee or agent of any of them will be entitled to
indemnification by the Trust Fund and held harmless against the Trust's pro rata
share of any liability or expense incurred in connection with any legal action
or claim that relates to the applicable Whole Loan under the related pooling and
servicing agreement or the Pooling and Servicing Agreement; PROVIDED, HOWEVER,
that such indemnification will not extend to any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence on the part
of such party in the performance of its obligations or duties or by reason of
negligent disregard of its obligations or duties under the applicable pooling
and servicing agreement.
In addition, the Pooling and Servicing Agreement provides that none of the
Depositor, the Servicers or the Special Servicer will be under any obligation to
appear in, prosecute or defend any legal action unless such action is related to
its duties under the Pooling and Servicing Agreement and which in its opinion
does not expose it to any expense or liability. Each of the Depositor, the
Servicers or the Special Servicer may, however, in its discretion undertake any
such action that it may deem necessary or desirable with respect to the Pooling
and Servicing Agreement and the rights and duties of the parties thereto and the
interests of the holders of Certificates thereunder. In such event, the legal
expenses and costs of such action and any liability resulting therefrom will be
expenses, costs and liabilities of the Trust, and the Depositor, the Servicers
and the Special Servicer will be entitled to be reimbursed therefor and to
charge the Collection Account (or with respect to a Serviced Whole Loan, the
related separate custodial account, as described in the second preceding
paragraph, except that with respect to a PNC/Mezz Cap Whole Loan, the Depositor
will not be entitled to reimbursement).
The Depositor is not obligated to monitor or supervise the performance of
the Servicers, the Special Servicer or the Trustee under the Pooling and
Servicing Agreement. The Depositor may, but is not obligated to, enforce the
obligations of the Servicers or the Special Servicer under the Pooling and
Servicing Agreement and may, but is not obligated to, perform or cause a
designee to perform any defaulted obligation of the Servicers or the Special
Servicer or exercise any right of the Servicers or the Special Servicer under
the Pooling and Servicing Agreement. In the event the Depositor undertakes any
such action, it will be reimbursed by the Trust from the Collection Account (or
with respect to a Serviced Whole Loan, to the extent such reimbursement is
allocable to such Serviced Whole Loan, from the related custodial account,
except that with respect to a PNC/Mezz Cap Whole Loan, the Depositor will not be
entitled to reimbursement), to the extent not recoverable from the Servicers or
Special Servicer, as applicable. Any such action by the Depositor will not
relieve the applicable Servicer or the Special Servicer of its obligations under
the Pooling and Servicing Agreement.
Any person into which the applicable Servicer, the Special Servicer or the
Depositor may be merged or consolidated, or any person resulting from any merger
or consolidation to which such
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Servicer, the Special Servicer or the Depositor is a party, or any person
succeeding to the business of the applicable Servicer, the Special Servicer or
the Depositor, will be the successor of such Servicer, the Special Servicer or
the Depositor under the Pooling and Servicing Agreement, and shall be deemed to
have assumed all of the liabilities and obligations of the applicable Servicer,
the Special Servicer or the Depositor under the Pooling and Servicing Agreement
if each of the rating agencies then rating any Certificates has confirmed in
writing that such merger or consolidation or transfer of assets or succession,
in and of itself, will not cause a downgrade, qualification or withdrawal of the
then-current ratings assigned by such rating agency for any Class of
Certificates.
EVENTS OF DEFAULT
"EVENTS OF DEFAULT" under the Pooling and Servicing Agreement with respect
to each Servicer or the Special Servicer, as the case may be, will include,
without limitation:
(a) (i) any failure by a Servicer to make a required deposit to the
Collection Account on the day such deposit was first required to be made,
which failure is not remedied within one business day, or (ii) any failure
by a Servicer to deposit into, or remit to the Trustee for deposit into,
the Distribution Account any amount required to be so deposited or remitted
(including any required P&I Advance, unless such Servicer determines that
such P&I Advance would not be recoverable), which failure is not remedied
(with interest) by 11:00 a.m. (New York City time) on the relevant
Distribution Date or any failure by the Midland Servicer to remit to any
holder of a Serviced Companion Loan, as and when required by the Pooling
and Servicing Agreement or the related intercreditor agreement, any amount
required to be so remitted;
(b) any failure by the Special Servicer to deposit into the REO
Account on the day such deposit is required to be made, or to remit to the
Servicers for deposit in the Collection Account (or, in the case of a
Serviced Whole Loan, the related custodial account) any such remittance
required to be made, under the Pooling and Servicing Agreement; PROVIDED,
HOWEVER, that the failure of the Special Servicer to remit such remittance
to the Servicers will not be an Event of Default if such failure is
remedied within one business day and if the Special Servicer has
compensated the Servicers for any loss of income on such amount suffered by
the Servicers due to and caused by the late remittance of the Special
Servicer and reimbursed the Trust for any resulting advance interest due to
the Servicers;
(c) any failure by a Servicer or the Special Servicer duly to observe
or perform in any material respect any of its other covenants or
obligations under the Pooling and Servicing Agreement, which failure
continues unremedied for 30 days (15 days in the case of the applicable
Servicer's failure to make a Property Advance or 45 days in the case of
failure to pay the premium for any insurance policy required to be
force-placed by such Servicer pursuant to the Pooling and Servicing
Agreement and 5 days in the case of a failure to provide reports and items
specified under "Description of the Pooling Agreements--Evidence as to
Compliance" in the prospectus, but solely with respect to the first time
such reports and items are required to be provided) after written notice of
the failure has been given to such Servicer or the Special Servicer, as the
case may be, by any other party to the Pooling and Servicing Agreement, or
to the Servicers or the Special Servicer, as the case may be, with a copy
to each other party to the Pooling and Servicing Agreement, by the
Certificateholders of any Class, evidencing, as to that Class, Percentage
Interests aggregating not less than 25% or by a holder of a Serviced
Companion Loan, if affected; PROVIDED, HOWEVER, if that failure (other than
the failure to provide reports and items specified under "Description of
the Pooling Agreements--Evidence as to Compliance" in the prospectus on the
first date on which such reports and items are required to be provided) is
capable of being cured and the applicable Servicer or Special Servicer, as
applicable, is diligently pursuing that cure, that 30 or 45-day period, as
applicable, will be extended an additional 30 days;
(d) any breach on the part of a Servicer or the Special Servicer of
any representation or warranty in the Pooling and Servicing Agreement which
materially and adversely affects the interests of any Class of
Certificateholders or holders of a Serviced Companion Loan and which
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continues unremedied for a period of 30 days after the date on which notice
of that breach, requiring the same to be remedied, will have been given to
such Servicer or the Special Servicer, as the case may be, by the Depositor
or the Trustee, or to the Servicers, the Special Servicer, the Depositor
and the Trustee by the holders of Certificates of any Class evidencing, as
to that Class, Percentage Interests aggregating not less than 25% or by a
holder of a Serviced Companion Loan, if affected; PROVIDED, HOWEVER, if
that breach is capable of being cured and the applicable Servicer or
Special Servicer, as applicable, is diligently pursuing that cure, that
30-day period will be extended an additional 30 days;
(e) certain events of insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings in respect of or relating to
the applicable Servicer or the Special Servicer, and certain actions by or
on behalf of such Servicer or the Special Servicer indicating its
insolvency or inability to pay its obligations;
(f) a Servicer or the Special Servicer has been removed from S&P's
approved master servicer list or special servicer list, as the case may be,
and any of the ratings assigned to the Certificates have been qualified,
downgraded or withdrawn in connection with such removal; and
(g) a servicing officer of the applicable Servicer or Special
Servicer, as applicable, obtains actual knowledge that Moody's has (i)
qualified, downgraded or withdrawn its rating or ratings of one or more
Classes of Certificates, or (ii) has placed one or more Classes of
Certificates on "watch status" in contemplation of a ratings downgrade or
withdrawal (and such "watch status" placement shall not have been withdrawn
by Moody's within 60 days of the date such servicing officer obtained such
actual knowledge) and, in the case of either of clauses (i) or (ii), cited
servicing concerns with the applicable Servicer or Special Servicer, as
applicable, as the sole or material factor in such rating action.
RIGHTS UPON EVENT OF DEFAULT
If an Event of Default with respect to a Servicer or the Special Servicer,
as applicable, occurs, then the Trustee may, and at the written direction of the
holders of Certificates evidencing at least 51% of the aggregate Voting Rights
of all Certificateholders, the Trustee will be required to, terminate all of the
rights (other than certain rights to indemnification and compensation as
provided in the Pooling and Servicing Agreement) and obligations of such
Servicer as servicer or the Special Servicer as special servicer under the
Pooling and Servicing Agreement and in and to the Trust. Notwithstanding the
foregoing, upon any termination of a Servicer or the Special Servicer, as
applicable, under the Pooling and Servicing Agreement, such Servicer or the
Special Servicer, as applicable, will continue to be entitled to receive all
accrued and unpaid servicing compensation through the date of termination plus
reimbursement for all Advances and interest thereon as provided in the Pooling
and Servicing Agreement. In the event that the applicable Servicer is also the
Special Servicer and such Servicer is terminated, then such Servicer will also
be terminated as Special Servicer. Except for the Directing Certificateholder's
right to terminate the Special Servicer, as described in this prospectus
supplement, a Certificateholder may not terminate the Servicers or Special
Servicer if an Event of Default with respect to the Servicers or Special
Servicer only affects a holder of a Serviced Companion Loan but does not affect
a Certificateholder.
On and after the date of termination following an Event of Default by a
Servicer or the Special Servicer, the Trustee will succeed to all authority and
power of such Servicer or the Special Servicer, as applicable, under the Pooling
and Servicing Agreement (and any sub-servicing agreements) and generally will be
entitled to the compensation arrangements to which such Servicer or the Special
Servicer, as applicable, would have been entitled. If the Trustee is unwilling
or unable so to act, or if the holders of Certificates evidencing at least 25%
of the aggregate Voting Rights of all Certificateholders so request, or if the
Trustee is not an "approved" servicer by any of the Rating Agencies for mortgage
pools similar to the one held by the Trust, the Trustee must appoint, or
petition a court of competent jurisdiction for the appointment of, a mortgage
loan servicing institution the appointment of which will not result in the
downgrading, qualification or withdrawal of the rating or ratings then assigned
to
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any Class of Certificates, as evidenced in writing by each rating agency then
rating such Certificates, to act as successor to the applicable Servicer or the
Special Servicer, as applicable, under the Pooling and Servicing Agreement.
Pending such appointment, the Trustee is obligated to act in such capacity. The
Trustee and any such successor may agree upon the servicing compensation to be
paid.
No Certificateholder or the holder of a Serviced Companion Loan, as
applicable, will have any right under the Pooling and Servicing Agreement to
institute any proceeding with respect to the Pooling and Servicing Agreement or
the Mortgage Loans, unless, with respect to the Pooling and Servicing Agreement,
such holder or the holder of such Serviced Companion Loan, as applicable,
previously has given to the Trustee a written notice of a default under the
Pooling and Servicing Agreement, and of the continuance thereof, and unless the
holder of such Serviced Companion Loan or the holders of Certificates of any
Class affected thereby evidencing Percentage Interests of at least 25% of such
Class, as applicable, have made written request of the Trustee to institute such
proceeding in its capacity as Trustee under the Pooling and Servicing Agreement
and have offered to the Trustee such reasonable security or indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, failed or refused to institute such proceeding.
The Trustee will have no obligation to make any investigation of matters
arising under the Pooling and Servicing Agreement or to institute, conduct or
defend any litigation thereunder or in relation thereto at the request, order or
direction of any of the holders of Certificates, unless such holders of
Certificates shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby.
AMENDMENT
The Pooling and Servicing Agreement may be amended at any time by the
Depositor, the Servicers, the Special Servicer and the Trustee without the
consent of any of the holders of Certificates or holders of any Serviced
Companion Loans (i) to cure any ambiguity or to correct any error; (ii) to cause
the provisions therein to conform or be consistent with or in furtherance of the
statements herein (or in the private placement memorandum relating to the
non-offered Certificates) made with respect to the Certificates, the Trust or
the Pooling and Servicing Agreement or to correct or supplement any provisions
therein which may be defective or inconsistent with any other provisions
therein; (iii) to amend any provision thereof to the extent necessary or
desirable to maintain the rating or ratings then assigned to each Class of
Certificates (PROVIDED, that such amendment does not adversely affect in any
material respect the interests of any Certificateholder or holder of a Serviced
Companion Loan not consenting thereto) and (iv) to amend or supplement a
provision, or to supplement any provisions therein to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or holder of a Serviced Companion Loan not
consenting thereto, as evidenced in writing by an opinion of counsel or, if
solely affecting any Certificateholder or holder of a Serviced Companion Loan,
confirmation in writing from each rating agency then rating any Certificates
that such amendment will not result in a qualification, withdrawal or
downgrading of the then-current ratings assigned to the Certificates. The
Pooling and Servicing Agreement requires that no such amendment shall cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC.
The Pooling and Servicing Agreement may also be amended from time to time
by the Depositor, the Servicers, the Special Servicer and the Trustee with the
consent of the holders of Certificates evidencing at least 66% of the Percentage
Interests of each Class of Certificates affected thereby and the holders of the
Serviced Companion Loans, affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the
holders of Certificates; PROVIDED, HOWEVER, that no such amendment may (i)
reduce in any manner the amount of, or delay the timing of, payments received on
the Mortgage Loans which are required to be distributed on any Certificate,
without the consent of the holder of such Certificate, or which are required to
be distributed to the holder of any Serviced Companion Loan, without the consent
of the holder of such Serviced Companion Loan; (ii)
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alter the obligations of the Servicers or the Trustee to make a P&I Advance or a
Property Advance or alter the Servicing Standard set forth in the Pooling and
Servicing Agreement; (iii) change the percentages of Voting Rights or Percentage
Interests of holders of Certificates which are required to consent to any action
or inaction under the Pooling and Servicing Agreement; or (iv) amend the section
in the Pooling and Servicing Agreement relating to the amendment of the Pooling
and Servicing Agreement, in each case, without the consent of the holders of all
Certificates representing all the Percentage Interests of the Class or Classes
affected thereby and the consent of the holder of any affected Serviced
Companion Loans.
VOTING RIGHTS
At all times during the term of the Pooling and Servicing Agreement, 98% of
the voting rights for the Certificates (the "VOTING RIGHTS") shall be allocated
among the holders of the respective Classes of Regular Certificates (other than
the Class X-C and the Class X-P Certificates) in proportion to the Certificate
Balances of their Certificates, and 2% of the Voting Rights shall be allocated
PRO RATA, based on their respective Notional Balances at the time of
determination, among the holders of the Class X-C and Class X-P Certificates.
Voting Rights allocated to a Class of Certificateholders shall be allocated
among such Certificateholders in proportion to the Percentage Interests in such
Class evidenced by their respective Certificates.
SALE OF DEFAULTED MORTGAGE LOANS
The Pooling and Servicing Agreement contains provisions requiring, within
60 days after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes
a Defaulted Mortgage Loan (or, in the case of a Balloon Loan, if a payment
default has occurred with respect to the related Balloon Payment, then after a
Servicing Transfer Event has occurred with respect to such Balloon Payment
default), the Special Servicer to determine the fair value of such Mortgage Loan
in accordance with the Servicing Standard. A "DEFAULTED MORTGAGE LOAN" is a
Mortgage Loan (other than a Non-Serviced Mortgage Loan) which is delinquent at
least 60 days in respect of its Monthly Payments or more than 30 days delinquent
in respect of its Balloon Payment, if any, 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 Mortgage Loan or the Serviced Whole Loan. The Special Servicer will be
required to recalculate, if necessary, from time to time, but not less often
than every 90 days, 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. The Special Servicer will be permitted
to retain, at the expense of the Trust Fund, an independent third party to
assist the Special Servicer in determining such fair value and will be permitted
to conclusively rely, to the extent it is reasonable to do so in accordance with
the Servicing Standard, on the opinion of such third party in making such
determination.
In the event a Mortgage Loan (other than the Non-Serviced Mortgage Loan) or
a Serviced Whole Loan (and, with respect to a Whole Loan, subject to the
purchase option of the holder of the related B Loan, if any, and with respect to
any Mortgage Loan whose borrower may have or may in the future incur mezzanine
debt, subject to the purchase option of the holder of such mezzanine debt, if
any) becomes a Defaulted Mortgage Loan, the Controlling Class Representative and
the Special Servicer, in that order (only if the Controlling Class
Representative or the Special Servicer, as applicable, is not an affiliate of
the related Mortgage Loan Seller), will each have an assignable option to
purchase the Defaulted Mortgage Loan from the Trust Fund (a "PURCHASE OPTION")
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 unreimbursed Property Advances
and accrued and unpaid interest on such Advances, 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.
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The Controlling Class Representative will also have a purchase option with
respect to the General Motors Building Loan and the Loews Universal Hotel
Portfolio Loan. For a description of the purchase option relating to the General
Motors Building Loan and the Loews Universal Hotel Portfolio Loan, see
"Description of the Mortgage Pool--Split Loan Structures "--The General Motors
Building Loan--Sale of Defaulted Mortgage Loan" and --The Loews Universal Hotel
Portfolio Loan--Sale of Defaulted Mortgage Loan" in this prospectus supplement.
With respect to the Lakewood Center Loan, the General Motors Building Loan,
the Loews Universal Hotel Portfolio Loan, the Indian Trial Shopping Center loan,
the Walker Springs Community Shopping Center loan, the High Point Center loan
and the CVS-Eckerds-Kansas City loan (subject to the rights of the holder of the
related B Loan as described under "Description of the Mortgage Pool--Split Loan
Structures--The Lakewood Center Loan--Rights of the Holder of the Lakewood
Center B--Purchase Option," "--The General Motors Building Loan-Rights of the
Class GMB Directing Certificateholder and the Holders of the General Motors
Building Senior Loans," "--The Loews Universal Hotel Portfolio Loan--Rights of
the Class UHP Directing Certificateholder and the Holders of the Loews Universal
Hotel Portfolio Senior Loans--Purchase Option" and "--The PNC/Mezz Cap Whole
Loans--Rights of the Holders of the PNC/Mezz Cap B Loans--Purchase Option" in
this prospectus supplement), the party that exercises the foregoing Purchase
Option will only be entitled to purchase the related Mortgage Loan (but not the
B Loan) and not any related Companion Loans.
There can be no assurance that the Special Servicer's fair market value
determination for any Defaulted Mortgage Loan will equal the amount that could
have actually been realized in an open bid or will be equal to or greater than
the amount that could have been realized through foreclosure or a workout of
such Defaulted Mortgage Loan.
Except with respect to a Non-Serviced Mortgage Loan, unless and until the
Purchase Option with respect to a Defaulted Mortgage Loan is exercised (or, with
respect to the Serviced Whole Loans, a purchase option is exercised by the
holder of the related B Loan), the Special Servicer will be required to pursue
such other resolution strategies available under the Pooling and Servicing
Agreement, including workout and foreclosure, as are consistent with the
Servicing Standard, but the Special Servicer 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 borrower's cure
of all defaults on the Defaulted Mortgage Loan, (ii) the acquisition by, or on
behalf of, the Trust Fund of title to the related Mortgaged Property through
foreclosure or deed in lieu of foreclosure, (iii) the modification or pay-off
(full or discounted) of the Defaulted Mortgage Loan in connection with a
workout, (iv) a repurchase of a Defaulted Mortgage Loan by the applicable
Mortgage Loan Seller due to the Mortgage Loan Seller's breach of a
representation or warranty with respect to such Defaulted Mortgage Loan or a
document defect in the related mortgage file and (v) with respect to a Mortgage
Loan that has a related B Loan, a purchase option is exercised by the holder of
the related B Loan, if any, or with respect to any Mortgage Loan whose borrower
has incurred mezzanine debt, a purchase option is exercised by the holder of the
related mezzanine loan, if any. With respect to clause (v) of the preceding
sentence, see "Description of the Mortgage Pool--Split Loan Structures--The
Lakewood Center Loan--Rights of the Holder of the Lakewood Center B--Purchase
Option," "--The General Motors Building Loan--Rights of the Class GMB Directing
Certificateholder and the Holders of the General Motors Building Senior Loans,"
"--The Loews Universal Hotel Portfolio Loan--Rights of the Class UHP Directing
Certificateholder and the Holders of the Loews Universal Hotel Portfolio Senior
Loans--Purchase Option" and "--The PNC/Mezz Cap Whole Loans--Rights of the
Holders of the PNC/Mezz Cap B Loans--Purchase Option" in this prospectus
supplement. The purchase option for the Non-Serviced Mortgage Loans will
terminate under similar circumstances described in clause (i) through (iv) of
the second preceding sentence applicable to the pooling and servicing agreement
that governs such Non-Serviced Mortgage Loan. 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 a Purchase Option.
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If (a) a 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 Special Servicer or, if the Controlling Class
Representative is affiliated with the Special Servicer, the Controlling Class
Representative, or any affiliate of any of them (in other words, the Purchase
Option has not been assigned to an 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 applicable Servicer will be required to determine,
in accordance with the Servicing Standard, whether the Option Price represents a
fair price. The applicable Servicer will be required to retain, at the expense
of the Trust Fund, an independent third party who is an MAI qualified appraiser
or an independent third party that is of recognized standing having experience
in evaluating the value of Defaulted Mortgage Loans in accordance with the
Pooling and Servicing Agreement, to assist such Servicer to determine if the
Option Price represents a fair price for the Defaulted Mortgage Loan. In making
such determination and absent manifest error, such Servicer will be entitled to
conclusively rely on the opinion of such person in accordance with the terms of
the Pooling and Servicing Agreement.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
If a payment default or material non-monetary default on a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) has occurred or, in the Special
Servicer's judgment with the consent of the Directing Certificateholder, a
payment default or material non-monetary default is imminent, then, pursuant to
the Pooling and Servicing Agreement, the Special Servicer, on behalf of the
Trustee, may, in accordance with the terms and provisions of the Pooling and
Servicing Agreement, at any time institute foreclosure proceedings, exercise any
power of sale contained in the related Mortgage, obtain a deed in lieu of
foreclosure, or otherwise acquire title to the related Mortgaged Property, by
operation of law or otherwise. The Special Servicer is not permitted, however,
to acquire title to any Mortgaged Property, have a receiver of rents appointed
with respect to any Mortgaged Property or take any other action with respect to
any Mortgaged Property that would cause the Trustee, for the benefit of the
Certificateholders, or any other specified person to be considered to hold title
to, to be a "mortgagee-in-possession" of, or to be an "owner" or an "operator"
of such Mortgaged Property within the meaning of certain federal environmental
laws, unless the Special Servicer has previously received a report prepared by a
person who regularly conducts environmental audits (which report will be an
expense of the Trust) and either:
(i) such report indicates that (a) the Mortgaged Property is in
compliance with applicable environmental laws and regulations and (b) there
are no circumstances or conditions present at the Mortgaged Property
relating to the use, management or disposal of any hazardous materials for
which investigation, testing, monitoring, containment, clean-up or
remediation could be required under any applicable environmental laws and
regulations; or
(ii) the Special Servicer, based solely (as to environmental matters
and related costs) on the information set forth in such report, determines
that taking such actions as are necessary to bring the Mortgaged Property
into compliance with applicable environmental laws and regulations and/or
taking the actions contemplated by clause (i) above, would be in the best
economic interest of the Trust.
Such requirement precludes enforcement of the security for the related
Mortgage Loan until a satisfactory environmental site assessment is obtained (or
until any required remedial action is taken), but will decrease the likelihood
that the Trust will become liable for a material adverse environmental condition
at the Mortgaged Property. However, there can be no assurance that the
requirements of the Pooling and Servicing Agreement will effectively insulate
the Trust from potential liability for a materially adverse environmental
condition at any Mortgaged Property.
If title to any Mortgaged Property is acquired by the Trust, the Special
Servicer, on behalf of the Trust, will be required to sell the Mortgaged
Property prior to the close of the third calendar year following the year in
which the Trust acquires such Mortgaged Property, unless (i) the Internal
Revenue Service grants an extension of time to sell such property or (ii) the
Trustee receives an opinion
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of independent counsel to the effect that the holding of the property by the
Trust beyond such period will not result in the imposition of a tax on the Trust
or cause the Trust (or any designated portion thereof) to fail to qualify as a
REMIC under the Code at any time that any Certificate is outstanding. Subject to
the foregoing and any other tax-related limitations, the Special Servicer will
generally be required to attempt to sell any Mortgaged Property so acquired on
the same terms and conditions it would if it were the owner. If title to any
Mortgaged Property is acquired by the Special Servicer on behalf of the Trust,
the Special Servicer will also be required to ensure that the Mortgaged Property
is administered so that it constitutes "foreclosure property" within the meaning
of Code Section 860G(a)(8) at all times and that the sale of such property does
not result in the receipt by the Trust of any income from non-permitted assets
as described in Code Section 860F(a)(2)(B) with respect to such property. If the
Trust acquires title to any Mortgaged Property, the Special Servicer, on behalf
of the Trust, generally will be required to retain an independent contractor to
manage and operate such property. The retention of an independent contractor,
however, will not relieve the Special Servicer of its obligation to manage such
Mortgaged Property as required under the Pooling and Servicing Agreement.
In general, the Special Servicer will be obligated to cause any Mortgaged
Property acquired as an REO Property to be operated and managed in a manner that
would, in its good faith and reasonable judgment and to the extent commercially
feasible, maximize the Trust's net after-tax proceeds from such property. After
the Special Servicer reviews the operation of such property and consults with
the Trustee to determine the Trust's federal income tax reporting position with
respect to income it is anticipated that the Trust would derive from such
property, the Special Servicer could determine, pursuant to the Pooling and
Servicing Agreement, that it would not be commercially feasible to manage and
operate such property in a manner that would avoid the imposition of a tax on
"net income from foreclosure property" within the meaning of the REMIC
Regulations (such tax referred to herein as the "REO TAX"). To the extent that
income the Trust receives from an REO Property is subject to a tax on "net
income from foreclosure property," such income would be subject to federal tax
at the highest marginal corporate tax rate (currently 35%). The determination as
to whether income from an REO Property would be subject to an REO Tax will
depend on the specific facts and circumstances relating to the management and
operation of each REO Property. Any REO Tax imposed on the Trust's income from
an REO Property would reduce the amount available for distribution to
Certificateholders. Certificateholders are advised to consult their own tax
advisors regarding the possible imposition of the REO Tax in connection with the
operation of commercial REO Properties by REMICs. The Special Servicer will be
required to sell any REO Property acquired on behalf of the Trust within the
time period and in the manner described above.
Under the Pooling and Servicing Agreement, the Special Servicer is required
to establish and maintain one or more REO Accounts, to be held on behalf of the
Trustee in trust for the benefit of the Certificateholders and with respect to a
Serviced Whole Loan, the holder of the related Serviced Companion Loan, for the
retention of revenues and insurance proceeds derived from each REO Property. The
Special Servicer is required to use the funds in the REO Account to pay for the
proper operation, management, maintenance and disposition of any REO Property,
but only to the extent of amounts on deposit in the REO Account relate to such
REO Property. To the extent that amounts in the REO Account in respect of any
REO Property are insufficient to make such payments, the applicable Servicer is
required to make a Property Advance, unless it determines such Property Advance
would be nonrecoverable. Within one business day following the end of each
Collection Period, the Special Servicer is required to deposit all amounts
received in respect of each REO Property during such Collection Period, net of
any amounts withdrawn to make any permitted disbursements, to the Collection
Account (or with respect to a Serviced Whole Loan, the related separate
custodial account), PROVIDED that the Special Servicer may retain in the REO
Account permitted reserves.
Under the Pooling and Servicing Agreement, the Trustee is required to
establish and maintain an Excess Liquidation Proceeds Account, in its own name
for the benefit of the Certificateholders and with respect to each Serviced
Whole Loan, the holder of the related Serviced Companion Loan. Upon the
disposition of any REO Property as described above, to the extent that
Liquidation Proceeds (net of
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related liquidation expenses of such Mortgage Loan or Serviced Whole Loan or
related REO Property) exceed the amount that would have been received if a
principal payment and all other amounts due with respect to such Mortgage Loan
and any related Serviced Companion Loans have been paid in full on the Due Date
immediately following the date on which proceeds were received (such excess
being "EXCESS LIQUIDATION PROCEEDS"), such amount will be deposited in the
Excess Liquidation Proceeds Account for distribution as provided in the Pooling
and Servicing Agreement.
MODIFICATIONS
The Servicers or the Special Servicer, as applicable, may agree to any
modification, waiver or amendment of any term of, forgive or defer interest on
and principal of, capitalize interest on, permit the release, addition or
substitution of collateral securing any Mortgage Loan (other than the
Non-Serviced Mortgage Loans) or Serviced Whole Loan, and/or permit the release
of the borrower on or any guarantor of any Mortgage Loan and/or permit any
change in the management company or franchise with respect to any Mortgaged
Property (each of the foregoing, a "MODIFICATION") without the consent of the
Trustee or any Certificateholder (other than the Directing Certificateholder),
subject, however, to each of the following limitations, conditions and
restrictions:
(i) other than with respect to the waiver of late payment charges or
waivers in connection with "due-on-sale" or "due-on-encumbrance" clauses in
the Mortgage Loans or Serviced Whole Loans, as described under the heading
"---Enforcement of "Due-on-Sale" and "Due-on-Encumbrance" Clauses" above,
neither the Servicers nor the Special Servicer may agree to any
modification, waiver or amendment of any term of, or take any of the other
above referenced actions with respect to, any Mortgage Loan or Serviced
Whole Loan that would affect the amount or timing of any related payment of
principal, interest or other amount payable thereunder or, as applicable,
in the applicable Servicer's or the Special Servicer's, as applicable, good
faith and reasonable judgment, would materially impair the security for
such Mortgage Loan or Serviced Whole Loan or reduce the likelihood of
timely payment of amounts due thereon or materially alter, substitute or
increase the security for such Mortgage Loan (other than the alteration or
construction of improvements thereon) or Serviced Whole Loan or any
guarantee or other credit enhancement with respect thereto (other than the
substitution of a similar commercially available credit enhancement
contract), unless, with respect to a Specially Serviced Mortgage Loan, in
the Special Servicer's judgment, a material default on such Mortgage Loan
or Serviced Whole Loan has occurred or a default in respect of payment on
such Mortgage Loan or Serviced Whole Loan is reasonably foreseeable, and
such modification, waiver, amendment or other action is reasonably likely
to produce a greater recovery to Certificateholders and if a Serviced
Companion Loan is involved, the holder of the related Serviced Companion
Loan, on a present value basis than would liquidation;
(ii) the Special Servicer may not extend the maturity of any Specially
Serviced Mortgage Loan or Serviced Whole Loan to a date occurring later
than the earlier of (A) two years prior to the Rated Final Distribution
Date and (B) if the Specially Serviced Mortgage Loan is secured by a ground
lease, the date 20 years prior to the expiration of the term of such ground
lease (or 10 years prior to the expiration of such ground lease with the
consent of the Directing Certificateholder if the Special Servicer gives
due consideration to the remaining term of the ground lease and such
extension is in the best interest of Certificateholders and if the Serviced
Whole loan is involved, the holder of the related Serviced Companion Loan
(as a collective whole));
(iii) neither the Servicers nor the Special Servicer may make or
permit any modification, waiver or amendment of any term of any Mortgage
Loan or Serviced Whole Loan that is not in default or with respect to which
default is not reasonably foreseeable that would (A) be a "significant
modification" of such Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b) or (B) cause any Mortgage Loan or Serviced
Whole Loan to cease to be a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code (PROVIDED that neither the Servicers nor the
Special Servicer will be liable for judgments as regards decisions made
under this subsection that were made in good faith and, unless it would
constitute bad faith or
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negligence to do so, the Servicers or the Special Servicer, as applicable,
may rely on opinions of counsel in making such decisions);
(iv) neither the Servicers nor the Special Servicer may permit any
borrower to add or substitute any collateral for an outstanding Mortgage
Loan or Serviced Whole Loan, which collateral constitutes real property,
unless (i) the applicable Servicer or the Special Servicer, as applicable,
has first determined in its good faith and reasonable judgment, based upon
a Phase I environmental assessment (and such additional environmental
testing as the applicable Servicer or the Special Servicer, as applicable,
deems necessary and appropriate), that such additional or substitute
collateral is in compliance with applicable environmental laws and
regulations and that there are no circumstances or conditions present with
respect to such new collateral relating to the use, management or disposal
of any hazardous materials for which investigation, testing, monitoring,
containment, clean-up or remediation would be required under any then
applicable environmental laws and/or regulations and (ii) such addition/and
or substitution would not result in the downgrade, qualification or
withdrawal of the rating then assigned by any Rating Agency to any Class of
Certificates; and
(v) with limited exceptions, neither the Servicers nor the Special
Servicer shall release any collateral securing an outstanding Mortgage Loan
or Serviced Whole Loan;
PROVIDED that notwithstanding clauses (i) through (v) above, none of the
Servicer or the Special Servicer will be required to oppose the confirmation of
a plan in any bankruptcy or similar proceeding involving a borrower if in its
reasonable and good faith judgment such opposition would not ultimately prevent
the confirmation of such plan or one substantially similar.
The Special Servicer will have the right to consent to any Modification
with regard to any Mortgage Loan or Serviced Whole Loan that is not a Specially
Serviced Mortgage Loan (other than certain non-material Modifications, to which
the applicable Servicer may agree without consent of any other party), and the
Special Servicer will also be required to obtain the consent of the Directing
Certificateholder to any such Modification, to the extent described in this
prospectus supplement under "--Special Servicing." The Special Servicer is also
required to obtain the consent of the Directing Certificateholder to any
Modification with regard to any Specially Serviced Mortgage Loan to the extent
described under "--Special Servicing--The Special Servicer" below.
Subject to the provisions of the Pooling and Servicing Agreement, a
Servicer, with the consent of the Directing Certificateholder, may extend the
maturity of any Mortgage Loan or Serviced Whole Loan with an original term to
maturity of 5 years or less for up to two six-month extensions; PROVIDED,
HOWEVER, that the related borrower is in default with respect to the Mortgage
Loan or Serviced Whole Loan or, in the judgment of such Servicer, such default
is reasonably foreseeable. In addition, the Special Servicer may, subject to the
Servicing Standard and with the consent of the Directing Certificateholder,
extend the maturity of any Mortgage Loan or Serviced Whole Loan that is not, at
the time of such extension, a Specially Serviced Mortgage Loan, in each case for
up to two years (subject to a limit of a total of four years of extensions);
PROVIDED that a default on a Balloon Payment with respect to the subject
Mortgage Loan or Serviced Whole Loan has occurred.
Any modification, extension, waiver or amendment of the payment terms of a
Serviced Whole 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 intercreditor agreement, if any, such that neither the Trust as
holder of the Mortgage Loan nor a holder of any related Serviced Companion Loan
gains a priority over the other such holder that is not reflected in the related
Mortgage Loan Documents and intercreditor agreement.
Furthermore, with respect to the Indian Trail Shopping Center whole loan,
the Walker Springs Community Shopping Center whole loan, the High Point Center
whole loan and the CVS-Eckerds-Kansas City whole loan, the rights of the Midland
Servicer and the Special Servicer to agree to certain Modifications are subject
to the prior written consent of the holder of the related B Loan under the
intercreditor agreement as described under "Description of the Mortgage
Pool--Split Loan
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Structures--The PNC/Mezz Cap Whole Loans--Rights of the Holders of the
PNC/Mezz Cap B Loans--Consent to Modifications" in this prospectus supplement.
See also "--Special Servicing--The Special Servicer" below for a
description of the Directing Certificateholder's rights with respect to
reviewing and approving the Asset Status Report.
OPTIONAL TERMINATION
Any holder of Certificates representing greater than 50% of the Percentage
Interest of the then Controlling Class, and, if such holder does not exercise
its option, the Midland Servicer, and if the Midland Servicer does not exercise
its option, the GMACCM Servicer, and if the GMACCM Servicer does not exercise
its option, the Special Servicer, will have the option to purchase all of the
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust, and thereby effect termination of the Trust and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage Loans remaining in
the Trust is less than 1% of the aggregate principal balance of such Mortgage
Loans as of the Cut-off Date. The purchase price payable upon the exercise of
such option on such a Distribution Date will be an amount equal to the greater
of (i) the sum of (A) 100% of the outstanding principal balance of each Mortgage
Loan included in the Trust as of the last day of the month preceding such
Distribution Date (less any P&I Advances previously made on account of
principal); (B) the fair market value of all other property included in the
Trust as of the last day of the month preceding such Distribution Date, as
determined by an independent appraiser as of a date not more than 30 days prior
to the last day of the month preceding such Distribution Date; (C) all unpaid
interest accrued on the outstanding principal balance of each Mortgage Loan
(including any Mortgage Loans as to which title to the related Mortgaged
Property has been acquired) at the Mortgage Rate (plus the Excess Rate, to the
extent applicable) to the last day of the month preceding such Distribution Date
(less any P&I Advances previously made on account of interest); and (D)
unreimbursed Advances (with interest thereon), unpaid Servicing Fees and Trustee
Fees and unpaid Trust expenses, and (ii) the aggregate fair market value of the
Mortgage Loans and all other property acquired in respect of any Mortgage Loan
in the Trust, on the last day of the month preceding such Distribution Date, as
determined by an independent appraiser acceptable to the Servicers, together
with one month's interest thereon at the Mortgage Rate. The Trust may also be
terminated in connection with an exchange by a sole remaining Certificateholder
of all the then outstanding Certificates (excluding the Class R and Class LR
Certificates), including the Class X-C and Class X-P Certificates, for the
Mortgage Loans remaining in the Trust.
THE TRUSTEE
Wells Fargo Bank, N.A. ("WELLS FARGO BANK") will act as Trustee pursuant to
the Pooling and Servicing Agreement and will serve as paying agent and registrar
for the Certificates. Wells Fargo Bank maintains an office at Wells Fargo
Center, Sixth and Marquette Avenue, Minneapolis, Minnesota 55479-0113 for
certificate transfers and surrenders and for all other purposes at 9062 Old
Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust
Services, COMM 2005-C6. In addition, Wells Fargo Bank maintains a customer
service help desk at (301) 815-6600.
The Trustee may resign at any time by giving written notice to the
Depositor, the Servicers, the Special Servicer and the Rating Agencies, PROVIDED
that no such resignation will be effective until a successor has been appointed.
Upon such notice, the Servicers will appoint a successor trustee. If no
successor trustee is appointed within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition the court for appointment of a
successor trustee.
Either Servicer or the Depositor may remove the Trustee if, among other
things, the Trustee ceases to be eligible to continue as such under the Pooling
and Servicing Agreement or if at any time the Trustee becomes incapable of
acting, or is adjudged bankrupt or insolvent, or a receiver of the Trustee or of
its property is appointed or any public officer takes charge or control of the
Trustee or of its property. The holders of Certificates evidencing aggregate
Voting Rights of at least 50% of all Certificateholders may remove the Trustee
upon written notice to the Depositor, the Servicers and the
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Trustee. Any resignation or removal of the Trustee and appointment of a
successor trustee will not become effective until acceptance of the appointment
by the successor trustee. Notwithstanding the foregoing, upon any termination of
the Trustee under the Pooling and Servicing Agreement, the Trustee will continue
to be entitled to receive from the Trust all accrued and unpaid compensation and
expenses through the date of termination plus, the reimbursement of all Advances
made by the Trustee and interest thereon as provided in the Pooling and
Servicing Agreement. In addition, if the Trustee is terminated without cause,
the terminating party is required to pay all of the expenses of the Trustee,
necessary to effect the transfer of its responsibilities to the successor
trustee. Any successor trustee must have a combined capital and surplus of at
least $50,000,000 and have a debt rating that satisfies certain criteria set
forth in the Pooling and Servicing Agreement.
Pursuant to the Pooling and Servicing Agreement, the Trustee will be paid a
monthly fee calculated at the "TRUSTEE FEE RATE" as described in the Pooling and
Servicing Agreement (the "TRUSTEE FEE"), which constitutes a portion of the
Servicing Fee.
The Trust will indemnify the Trustee against any and all losses,
liabilities, damages, claims or unanticipated expenses (including reasonable
attorneys' fees) arising in respect of the Pooling and Servicing Agreement or
the Certificates other than those resulting from the fraud, negligence, bad
faith or willful misconduct of the Trustee, or to the extent the Trustee is
indemnified pursuant to the second succeeding sentence. The Trustee will not be
required to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties under the Pooling and Servicing
Agreement, or in the exercise of any of its rights or powers, if in the
Trustee's opinion the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. Each of the Servicers, the
Special Servicer and the Depositor will indemnify the Trustee and certain
related parties for similar losses incurred related to the willful misconduct,
bad faith, fraud and/or negligence in the performance of each such party's
respective duties under the Pooling and Servicing Agreement or by reason of
reckless disregard of its obligations and duties under the Pooling and Servicing
Agreement.
At any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust or property securing the same is
located, the Trustee will have the power to appoint one or more persons or
entities approved by the Trustee to act (at the expense of the Trustee) as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust, and to vest in such
co-trustee or separate trustee such powers, duties, obligations, rights and
trusts as the Trustee may consider necessary or desirable. Except as required by
applicable law, the appointment of a co-trustee or separate trustee will not
relieve the Trustee of its responsibilities, obligations and liabilities under
the Pooling and Servicing Agreement to the extent set forth therein.
The Trustee will be the REMIC Administrator, as described in the
prospectus. See "Description of the Pooling Agreements--Certain Matters
Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and
the Depositor" in the prospectus.
DUTIES OF THE TRUSTEE
The Trustee (except for the information under the first paragraph of "--The
Trustee" above) will make no representation as to the validity or sufficiency of
the Pooling and Servicing Agreement, the Certificates or the Mortgage Loans,
this prospectus supplement or related documents. The Trustee will not be
accountable for the use or application by the Depositor, the Servicers or the
Special Servicer of any Certificates issued to it or of the proceeds of such
Certificates, or for the use of or application of any funds paid to the
Depositor, the Servicers or the Special Servicer in respect of the assignment of
the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the
lock box accounts, Reserve Accounts, Collection Account, Distribution Account,
Interest Reserve Account or any other account maintained by or on behalf of the
Servicers or the Special Servicer, nor will the Trustee be required to perform,
or be responsible for the manner of performance of, any of the obligations of
the Servicers or the Special Servicer under the Pooling and Servicing Agreement
(unless the Trustee has
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assumed the duties of the Servicers or the Special Servicer as described above
under "--Rights Upon Event of Default").
If no Event of Default has occurred, and after the curing of all Events of
Default which may have occurred, the Trustee is required to perform only those
duties specifically required under the Pooling and Servicing Agreement. Upon
receipt of the various certificates, reports or other instruments required to be
furnished to it, the Trustee is required to examine such documents and to
determine whether they conform on their face to the requirements of the Pooling
and Servicing Agreement to the extent set forth therein.
THE SERVICERS
Midland Loan Services, Inc. ("MIDLAND") will be responsible for servicing
the Mortgage Loans and Serviced Whole Loans sold to the Depositor by GACC and
PNC Bank (other than the Non-Serviced Mortgage Loans) pursuant to the Pooling
and Servicing Agreement (in such capacity, the "MIDLAND SERVICER"). The General
Motors Building Loan will be serviced by the COMM 2005-LP5 Servicer, which is
Midland pursuant to a separate pooling and servicing agreement.
Midland, a subsidiary of PNC Bank, National Association (one of the
Mortgage Loan Sellers) and an affiliate of PNC Capital Markets, Inc. (one of the
Underwriters), is a real estate financial services company that provides loan
servicing and asset management for large pools of commercial and multifamily
real estate assets and that originates commercial real estate loans. Midland's
address is 10851 Mastin Street, Building 82, Suite 700, Overland Park, Kansas
66210. Midland is approved as a master servicer, special servicer and primary
servicer for investment-grade rated commercial and multifamily mortgage-backed
securities by S&P, Moody's and Fitch. Midland has received the highest rankings
as a master, primary and special servicer from both S&P and Fitch. S&P ranks
Midland as "Strong" and Fitch ranks Midland as "1" for each category. Midland is
also a HUD/FHA-approved mortgagee and a Fannie Mae-approved multifamily loan
servicer.
As of June 30, 2005, Midland was servicing approximately 15,879 commercial
and multifamily loans with a principal balance of approximately $118.8 billion.
The collateral for such loans is located in all 50 states, the District of
Columbia, Puerto Rico, Guam and Canada. Approximately 10,603 of such loans, with
a total principal balance of approximately $84.3 billion, pertain to commercial
and multifamily mortgage-backed securities. The related loan pools include
multifamily, office, retail, hospitality and other income-producing properties.
The Midland Servicer may elect to subservice some or all of its servicing
duties with respect to each of the Mortgage Loans that it is servicing.
The Midland Servicer, and its affiliates own and are in the business of
acquiring assets similar in type to the assets of the Trust Fund. Accordingly,
its assets may compete with the Mortgaged Properties for tenants, purchasers,
financing and other parties and services relevant to the business of acquiring
similar assets.
The information set forth herein concerning Midland, as the Midland
Servicer, has been provided by it. Accordingly, neither the Depositor nor the
Underwriters make any representation or warranty as to the accuracy or
completeness of such information.
GMAC Commercial Mortgage Corporation ("GMACCM") will be responsible for
servicing the Mortgage Loans sold to the Depositor by GMACCM (other than the
Non-Serviced Mortgage Loans) pursuant to the Pooling and Servicing Agreement (in
such capacity, the "GMACCM SERVICER"). The Loews Universal Hotel Loan will be
serviced by the Series 2005-CIBC12 Servicer, which initially is GMAC Commercial
Mortgage Corporation pursuant to a separate pooling and servicing agreement.
GMACCM is a California corporation with its principal offices located at
200 Witmer Road, Horsham, Pennsylvania 19044. As of March 31, 2005, GMACCM and
its affiliates were responsible for master or primary servicing loans, totaling
approximately $197.4 billion in aggregate outstanding principal amount,
including loans securitized in mortgage-backed securitization transactions.
GMACCM is also the Special Servicer, see "--Special Servicing--The Special
Servicer" below.
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The information set forth herein concerning GMACCM, as a Servicer, has been
provided by it. Accordingly, neither the Depositor nor the Underwriters make any
representation or warranty as to the accuracy or completeness of such
information.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
Pursuant to the Pooling and Servicing Agreement, each Servicer will be
entitled to withdraw the Master Servicing Fee for the Mortgage Loans that it is
servicing from the Collection Account. The "MASTER SERVICING FEE" will be
payable monthly and will accrue at a rate per annum (the "MASTER SERVICING FEE
RATE") that is a component of the Servicing Fee Rate. In addition to the Master
Servicing Fee, a separate primary servicing fee at (i) a rate per annum of 0.02%
calculated based on a 360-day year consisting of twelve 30-day months will be
charged by the COMM 2005-LP5 Servicer with respect to the General Motors
Building Loan and (ii) a rate per annum of 0.01% calculated on the basis of the
actual number of days elapsed and a 360-day year will be charged by the Series
2005-CIBC12 Servicer with respect to the Loews Universal Hotel Portfolio Loan.
The "SERVICING FEE" will be payable monthly on a loan-by-loan basis and will
accrue at a percentage rate per annum (the "SERVICING FEE RATE") set forth on
Annex A-1 to this prospectus supplement (under the heading "Administrative Fee
Rate") for each Mortgage Loan and will include the Master Servicing Fee, the
Trustee Fee and any fee for primary servicing functions (which varies with each
Mortgage Loan) including amounts paid to the COMM 2005-LP5 Servicer and the
Series 2005-CIBC12 Servicer. The Master Servicing Fee will be retained by the
applicable Servicer from payments and collections (including insurance proceeds,
condemnation proceeds and liquidation proceeds) in respect of each Mortgage
Loan. Such Servicer will also be entitled to retain as additional servicing
compensation (together with the Master Servicing Fee, "SERVICING COMPENSATION")
(i) all investment income earned on amounts on deposit in the Collection Account
with respect to the Mortgage Loans that it is servicing (and with respect to
each Serviced Whole Loan, the related separate custodial account) and certain
Reserve Accounts (to the extent consistent with the related Mortgage Loan
Documents), (ii) to the extent permitted by applicable law and the related
Mortgage Loans Documents, 50% of any loan modification, extension and assumption
fees (including any related application fees) (for as long as the Mortgage Loan
is not a Specially Serviced Mortgage Loan at which point the Special Servicer
will receive 100% of such fees), 100% of loan service transaction fees,
beneficiary statement charges, or similar items (but not including Prepayment
Premiums or Yield Maintenance Charges), in each case, with respect to the
Mortgage Loans that the applicable Servicer is servicing, (iii) Net Prepayment
Interest Excess, if any, and (iv) Net Default Interest and any late payment fees
collected by the applicable Servicer during a Collection Period on any
non-Specially Serviced Mortgage Loan remaining after application thereof to
reimburse interest on Advances with respect to such Mortgage Loan and to
reimburse the Trust for certain expenses of the Trust relating to such Mortgage
Loan; PROVIDED, HOWEVER, that with respect to (i) the Lakewood Center Whole
Loan, the related Net Default Interest and late payments fees shall be allocated
PRO RATA between the Mortgage Loan and the related Companion Loan (after netting
out Property Advances and certain other Trust expenses) in accordance with the
related intercreditor agreement and the Pooling and Servicing Agreement and (ii)
with respect to the PNC/Mezz Cap Whole Loans, the default interest will be
allocated first to the applicable PNC/Mezz Cap Loan and then to the related
PNC/Mezz Cap B Loan. In addition, PROVIDED that a Non-Serviced Mortgage Loan is
not in special servicing, the applicable Servicer will be entitled to any net
default interest and any late payment fees collected by the servicer servicing
the related Non-Serviced Mortgage Loan that are allocated to such Non-Serviced
Mortgage Loan (in accordance with the related intercreditor agreement and the
related pooling and servicing agreement) during a collection period remaining
after application thereof to reimburse interest on P&I Advances and to reimburse
the Trust for certain expenses of the Trust, if applicable, as provided in the
Pooling and Servicing Agreement. The Servicers will not be entitled to the
amounts specified in clause (ii) and (iii) of this paragraph with respect to the
Non-Serviced Mortgage Loans. If a Mortgage Loan is a Specially Serviced Mortgage
Loan, the Special Servicer will be entitled to the full amount of any
modification, extension or assumption fees, as described below under "--Special
Servicing." The primary servicing fee, Master Servicing Fee and the Trustee Fee
will accrue on the same basis as the Mortgage Loans except that with respect to
each of the
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General Motors Building Loan and the Loews Universal Hotel Portfolio Loan, the
servicing fee of the COMM 2005-LP5 Servicer and the Series 2005-CIBC12 Servicer,
respectively, will be calculated on the basis of 360-day year consisting of
twelve 30-day months or the actual number of days elapsed and a 360-day year,
respectively.
In connection with any Servicer Prepayment Interest Shortfall, the
applicable Servicer will be obligated to reduce its Servicing Compensation as
provided in this prospectus supplement under "Description of the Offered
Certificates--Prepayment Interest Shortfalls."
Each Servicer will pay all expenses incurred in connection with its
responsibilities under the Pooling and Servicing Agreement (subject to
reimbursement to the extent and as described in the Pooling and Servicing
Agreement). The Trustee will withdraw monthly from the Distribution Account the
portion of the Servicing Fee payable to the Trustee.
SPECIAL SERVICING
THE SPECIAL SERVICER. GMAC Commercial Mortgage Corporation "GMACCM," is a
California corporation and will initially be appointed under the Pooling and
Servicing Agreement as special servicer of all of the Mortgage Loans other than
the Non-Serviced Mortgage Loans (in such capacity, the "SPECIAL SERVICER").
GMACCM is an affiliate of GMAC Commercial Holding Capital Markets Corp.,
one of the underwriters. As of June 30, 2005, GMACCM and its affiliates were
responsible for performing certain special servicing functions with respect to a
commercial and multifamily mortgage loan portfolio totaling approximately $101.4
billion in aggregate outstanding principal balance. GMACCM is also a Servicer,
see "--The Servicer" above.
The principal offices of GMACCM as Special Servicer are located at 550
California Street, 12th Floor, San Francisco, CA 94104, and its telephone number
is 415-835-9200.
Each of the General Motors Building Loan and the Loews Universal Hotel
Portfolio Loan will be specially serviced by the COMM 2005-LP5 Special Servicer
and the Series 2005-CIBC12 Special Servicer, respectively, pursuant to a
separate pooling and servicing agreement. Initially, the COMM 2005-LP5 Special
Servicer is LNR Property, Inc. and the Series 2005-CIBC12 Special Servicer is
J.E. Robert Company, Inc.
GMAC Commercial Holding Capital Markets Corp. through its subsidiaries,
affiliates and joint ventures are involved in the real estate investment,
finance and management business and engage principally in (i) acquiring,
developing, repositioning, managing and selling commercial and multifamily
residential real estate properties, (ii) investing in high-yield real estate
loans, and (iii) investing in, and managing as special servicer, unrated and
non-investment grade rated commercial mortgage-backed securities.
The Special Servicer may elect to subservice some or all of its special
servicing duties with respect to each of the Mortgage Loans.
The Pooling and Servicing Agreement will provide that more than one special
servicer may be appointed, but only one special servicer may specially service
any Mortgage Loan.
The Special Servicer and its affiliates own and are in the business of
acquiring assets similar in type to the assets of the Trust Fund. Accordingly,
the assets of the Special Servicer and its affiliates may, depending upon the
particular circumstances, including the nature and location of such assets,
compete with the Mortgaged Properties for tenants, purchasers, financing and
other parties and services relevant to the business of acquiring similar assets.
The information set forth herein concerning GMACCM, as Special Servicer,
has been provided by it. Accordingly, neither the Depositor nor the Underwriters
make any representation or warranty as to the accuracy or completeness of this
information.
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THE DIRECTING CERTIFICATEHOLDER. The Directing Certificateholder may at any
time with or without cause terminate substantially all of the rights and duties
of the Special Servicer (other than with respect to the Non-Serviced Mortgage
Loans) and appoint a replacement to perform such duties under substantially the
same terms and conditions as applicable to the Special Servicer, PROVIDED that
in the event that the Directing Certificateholder is not the Controlling Class
Representative, such Directing Certificateholder may only terminate and appoint
a replacement Special Servicer with respect to the applicable Serviced Whole
Loan. The Directing Certificateholder will designate a replacement to so serve
by the delivery to the Trustee of a written notice stating such designation. The
Trustee will be required to, promptly after receiving any such notice, notify
the Rating Agencies. The designated replacement will become the replacement
Special Servicer as of the date the Trustee has received: (i) written
confirmation from each rating agency stating that if the designated replacement
were to serve as Special Servicer under the Pooling and Servicing Agreement,
none of the then-current ratings of any of the outstanding Classes of the
Certificates, would be qualified, downgraded or withdrawn as a result thereof;
(ii) a written acceptance of all obligations of such replacement Special
Servicer, executed by the designated replacement; and (iii) an opinion of
counsel to the effect that the designation of such replacement to serve as
Special Servicer is in compliance with the Pooling and Servicing Agreement, that
the designated replacement will be bound by the terms of the Pooling and
Servicing Agreement and that the Pooling and Servicing Agreement will be
enforceable against such designated replacement in accordance with its terms.
The existing Special Servicer will be deemed to have resigned from its duties
under the Pooling and Servicing Agreement in respect of Specially Serviced
Mortgage Loans and REO Properties simultaneously with such designated
replacement's becoming the Special Servicer under the Pooling and Servicing
Agreement. Any replacement Special Servicer may be similarly so replaced by the
Directing Certificateholder.
With respect to each of the General Motors Building Loan and the Loews
Universal Hotel Portfolio Loan, the COMM 2005-LP5 Special Servicer and the
Series 2005-CIBC12 Special Servicer, respectively, may not be terminated and
replaced without cause. See "Description of the Mortgage Poo--Split Loan
Structures"--the General Motors Building Loan--Termination of COMM 2005-LP5
Special Servicer" and the Loews Universal Hotel Portfolio Loan--Termination of
Series 2005-CIBC12 Special Servicer" in this prospectus supplement.
The Directing Certificateholder will have no liability whatsoever to the
Trust Fund or any Certificateholder (except that if the Directing
Certificateholder is the Controlling Class Representative, other than to a
Controlling Class Certificateholder and will have no liability to any
Controlling Class Certificateholder for any action taken, or for refraining from
the taking of any action, in good faith pursuant to the Pooling and Servicing
Agreement, or for errors in judgment; PROVIDED, HOWEVER, that, with respect to
Controlling Class Certificateholders, the Controlling Class Representative will
not be protected against any liability that would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence in the performance of duties or
by reason of reckless disregard of obligations or duties). By its acceptance of
a Certificate, each Certificateholder confirms its understanding that the
Directing Certificateholder may take actions that favor the interests of one or
more Classes of the Certificates over other Classes of the Certificates or one
or more Companion Loan or B Loan holders over Certificateholders or other
holders of the related Whole Loan, and that the Directing Certificateholder may
have special relationships and interests that conflict with those of holders of
some Classes of the Certificates or other holders of the related Whole Loan,
that the Directing Certificateholder may act solely in its own interest (and if
the Directing Certificateholder is the Controlling Class Representative, the
interests of the holders of the Controlling Class), that the Directing
Certificateholder does not have any duties to the holders of any Class of
Certificates or other holders of the related Whole Loan (and if the Directing
Certificateholder is the Controlling Class Representative, other than the
Controlling Class), that the Directing Certificateholder that is not the
Controlling Class Representative may take actions that favor its own interest
over the interests of Certificateholders or other holders of the related Whole
Loan (and if the Directing Certificateholder is the Controlling Class
Representative, such Directing Certificateholder may favor the interests of the
holders of the Controlling Class over the interests of the holders of one or
more other classes of Certificates), that the Directing Certificateholder that
is not the Controlling Class Representative, absent willful misfeasance, bad
faith or negligence, will not be deemed
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to have been negligent or reckless, or to have acted in bad faith or engaged in
willful misfeasance, by reason of its having acted solely in its own interests
(and if the Directing Certificateholder is the Controlling Class Representative,
in the interests of the holders of the Controlling Class), and that the
Directing Certificateholder will have no liability whatsoever for having so
acted, and no Certificateholder or Companion Loan Noteholder may take any action
whatsoever against the Directing Certificateholder or any director, officer,
employee, agent or principal thereof for having so acted.
The "CONTROLLING CLASS" will be, as of any date of determination, the Class
of Principal Balance Certificates with the latest alphabetical Class designation
that has a then aggregate Certificate Balance at least equal to 25% of the
initial aggregate Certificate Balance of such Class of Principal Balance
Certificates as of the Closing Date. As of the Closing Date, the Controlling
Class will be the Class P Certificates. For purposes of determining the
Controlling Class, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class A-5A, Class A-5B and Class A-1A Certificates collectively will be treated
as one Class.
The "DIRECTING CERTIFICATEHOLDER" means:
o with respect to any Mortgage Loan, other than any Serviced Whole
Loan, the Controlling Class Representative;
o with respect to the Lakewood Center Whole Loan, (a) prior to a
Lakewood Center Control Appraisal Event, the holder of the Lakewood
Center B Loan and (b) so long as a Lakewood Center Control Appraisal
Event exists, the Controlling Class Representative; and
o with respect to the PNC/Mezz Cap Whole Loans, the Controlling Class
Representative, except that the holder of the PNC/Mezz Cap B Loans
will have certain rights as described under the "Description of the
Mortgage Pool--Split Loan Structures--The PNC/Mezz Cap Whole
Loans--Rights of the Holders of the PNC/Mezz Cap B Loans" in this
prospectus supplement.
The "CONTROLLING CLASS REPRESENTATIVE" will be the Controlling Class
Certificateholder selected by more than 50% of the Controlling Class
Certificateholders, by Certificate Balance, as certified by the Trustee from
time to time; PROVIDED, HOWEVER, that (i) absent such selection, or (ii) until a
Controlling Class Representative is so selected or (iii) upon receipt of a
notice from a majority of the Controlling Class Certificateholders, by
Certificate Balance, that a Controlling Class Representative is no longer
designated, the Controlling Class Certificateholder that owns the largest
aggregate Certificate Balance of the Controlling Class will be the Controlling
Class Representative.
A "CONTROLLING CLASS CERTIFICATEHOLDER" is each holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified to
the Trustee from time to time by such holder (or Certificate Owner).
SERVICING TRANSFER EVENT. The duties of the Special Servicer relate to
Specially Serviced Mortgage Loans and to any REO Property. The Pooling and
Servicing Agreement will define a "SPECIALLY SERVICED MORTGAGE LOAN" to include
any Mortgage Loan (other than the Non-Serviced Mortgage Loans) and any Serviced
Whole Loan with respect to which: (i) either (x) with respect to any Mortgage
Loan or Serviced Whole Loan other than a Balloon Loan, a payment default shall
have occurred on such Mortgage Loan or Serviced Whole Loan at its maturity date
or, if the maturity date of such Mortgage has been extended in accordance with
the Pooling and Servicing Agreement, a payment default occurs on such Mortgage
Loan or Serviced Whole Loan at its extended maturity date or (y) with respect to
a Balloon Loan, a payment default shall have occurred with respect to the
related Balloon Payment; PROVIDED, HOWEVER, if (A) the related borrower is
diligently seeking a refinancing commitment (and delivers a statement to that
effect to the applicable Servicer, who shall promptly deliver a copy to the
Special Servicer and the Controlling Class Representative within 30 days after
the default), (B) the related borrower continues to make its Assumed Scheduled
Payment, (C) no other Servicing Transfer Event has occurred with respect to that
Mortgage Loan or Serviced Whole Loan and (D) the Controlling Class
Representative consents, a Servicing Transfer Event will not occur until 60 days
beyond the related maturity date; and PROVIDED, FURTHER, if the related borrower
has delivered to the applicable Servicer, who shall have promptly delivered a
copy to the Special Servicer and the
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Controlling Class Representative, on or before the 60th day after the related
maturity date, a refinancing commitment reasonably acceptable to the Special
Servicer and the Controlling Class Representative, and the borrower continues to
make its Assumed Scheduled Payments (and no other Servicing Transfer Event has
occurred with respect to that Mortgage Loan or Serviced Whole Loan), a Servicing
Transfer Event will not occur until the earlier of (1) 120 days beyond the
related maturity date and (2) the termination of the refinancing commitment;
(ii) any Monthly Payment (other than a Balloon Payment) is 60 days or more
delinquent; (iii) the date upon which each Servicer or the Special Servicer
(with the Controlling Class Representative's consent) determines that a payment
default or any other default under the applicable Mortgage Loan Documents that
(with respect to such other default) would materially impair the value of the
Mortgaged Property as security for the Mortgage Loan or, if applicable, Serviced
Whole Loan or otherwise would materially adversely affect the interests of
Certificateholders and, if applicable, the holder of the related Serviced
Companion Loan and would continue unremedied beyond the applicable grace period
under the terms of the Mortgage Loan or Serviced Whole Loan (or, if no grace
period is specified, for 60 days and PROVIDED that a default that would give
rise to an acceleration right without any grace period will be deemed to have a
grace period equal to zero) is imminent and is not likely to be cured by the
related borrower within 60 days or, except as provided in clause (i)(y) above,
in the case of a Balloon Payment, for at least 30 days, (iv) the date upon which
the related borrower has become the subject of a decree or order of a court or
agency or supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state bankruptcy,
insolvency or similar law, or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, PROVIDED that if such decree or order has been dismissed, discharged or
stayed within 60 days thereafter, the Mortgage Loan or Serviced Whole Loan will
no longer be a Specially Serviced Mortgage Loan and no Special Servicing Fees
will be payable with respect thereto; (v) the date on which the related borrower
consents to the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings of or relating to such borrower of or relating to all or
substantially all of its property; (vi) the date on which the related borrower
admits in writing its inability to pay its debts generally as they become due,
files a petition to take advantage of any applicable insolvency or
reorganization statute, makes an assignment for the benefit of its creditors, or
voluntarily suspends payment of its obligations; (vii) a default, of which the
applicable Servicer or the Special Servicer has notice (other than a failure by
such related borrower to pay principal or interest) and that in the opinion of
such Servicer or the Special Servicer (in the case of the Special Servicer, with
the consent of the Controlling Class Representative) materially and adversely
affects the interests of the Certificateholders or any holder of a Serviced
Companion Loan, if applicable, occurs and remains unremedied for the applicable
grace period specified in the Mortgage Loan Documents for such Mortgage Loan or
Serviced Whole Loan (or if no grace period is specified for those defaults which
are capable of cure, 60 days); or (viii) the date on which the applicable
Servicer or Special Servicer receives notice of the foreclosure or proposed
foreclosure of any lien on the related Mortgaged Property (each, a "SERVICING
TRANSFER EVENT"); PROVIDED, HOWEVER, that a Mortgage Loan or Serviced Whole Loan
will cease to be a Specially Serviced Mortgage Loan (each, a "CORRECTED MORTGAGE
LOAN") (A) with respect to the circumstances described in clauses (i) and (ii),
above, when the borrower thereunder has brought the Mortgage Loan or Serviced
Whole Loan current and thereafter made three consecutive full and timely Monthly
Payments, including pursuant to any workout of the Mortgage Loan or the Serviced
Whole Loan, (B) with respect to the circumstances described in clause (iii),
(iv), (v), (vi) and (viii) above, when such circumstances cease to exist in the
good faith judgment of the Special Servicer or (C) with respect to the
circumstances described in clause (vii) above, when such default is cured;
PROVIDED, in each case, that at that time no circumstance exists (as described
above) that would cause the Mortgage Loan or Serviced Whole Loan to continue to
be characterized as a Specially Serviced Mortgage Loan.
If a Servicing Transfer Event exists with respect to the Mortgage Loan
included in a Serviced Whole Loan, then it will also be deemed to exist with
respect to the related Serviced Companion Loan. If a servicing transfer event
under the pooling and servicing agreement governing a Non-Serviced Mortgage
Loan, exists with respect to a Companion Loan, then it will also be deemed to
exist with
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respect to the related Non-Serviced Mortgage Loan. The Whole Loans are intended
to always be serviced or specially serviced, as the case may be, together. If
any Mortgage Loan in a group of cross-collateralized Mortgage Loans becomes a
Specially Serviced Loan, subject to approval by the Controlling Class
Representative, each other Mortgage Loan in such group of cross-collateralized
Mortgage Loans shall also become a Specially Serviced Loan.
A Servicing Transfer Event under the Pooling and Servicing Agreement with
respect to the Lakewood Center Whole Loan, will generally be delayed if the
holder of the related B Loan is making all cure payments required by the related
intercreditor agreement. See "Description of the Mortgage Pool--Split Loan
Structures--The Lakewood Center Loan--Rights of the Holder of the Lakewood
Center B--Cure Rights" in this prospectus supplement.
Similarly, a servicing transfer event under the pooling and servicing
agreement governing the General Motors Building Whole Loan or the Loews
Universal Hotel Portfolio Whole Loan will generally be delayed if the holders of
the related B Loans is making all cure payments required by the related
intercreditor agreement. See "Description of the Mortgage Pool--Split Loan
Structures "--The General Motors Building Loan--Rights of the Class GMB
Directing Certificateholder and the Holders of the General Motors Building
Senior Loans--Cure Rights" and The Loews Universal Hotel Portfolio Loan--Rights
of the Class UHP Directing Certificateholder and the Holders of the Loews
Universal Hotel Portfolio Senior Loans--Cure Rights" in this prospectus
supplement.
ASSET STATUS REPORT. The Special Servicer will prepare a report (the "ASSET
STATUS REPORT") for each Mortgage Loan (other than the Non-Serviced Mortgage
Loans) and each Serviced Whole Loan that becomes a Specially Serviced Mortgage
Loan not later than 30 days after the servicing of such Mortgage Loan or such
Serviced Whole Loan is transferred to the Special Servicer. Each Asset Status
Report will be delivered to the Servicers, the Controlling Class Representative
and the Rating Agencies and in the case of a PNC/Mezz Cap Whole Loan, the holder
of the related PNC/Mezz Cap B Loan. If the Controlling Class Representative does
not disapprove an Asset Status Report within 10 business days, the Special
Servicer will implement the recommended action as outlined in such Asset Status
Report; PROVIDED, HOWEVER, that the Special Servicer may not take any actions
that are contrary to applicable law or the terms of the applicable Mortgage Loan
Documents. The Controlling Class Representative may object to any Asset Status
Report within 10 business days of receipt; PROVIDED, HOWEVER, that the Special
Servicer will be required to implement the recommended action as outlined in the
Asset Status Report if it makes a determination in accordance with the Servicing
Standard that the objection is not in the best interests of all the
Certificateholders (and with respect to a Serviced Whole Loan, the holder of the
related Serviced Companion Loan). If the Controlling Class Representative
disapproves such Asset Status Report and the Special Servicer has not made the
affirmative determination described above, the Special Servicer will revise such
Asset Status Report as soon as practicable thereafter, but in no event later
than 30 business days after such disapproval. In any event, if the Controlling
Class Representative does not approve an Asset Status Report within 60 business
days from the first submission of an Asset Status Report, the Special Servicer
may act upon the most recently submitted form of Asset Status Report and in
compliance with the Servicing Standard. The Special Servicer will revise such
Asset Status Report until the Controlling Class Representative fails to
disapprove such revised Asset Status Report as described above or until the
Special Servicer makes a determination, consistent with the Servicing Standard,
that such objection is not in the best interests of all the Certificateholders
and the holder of the related Serviced Companion Loan, if applicable. The Asset
Status Report is not intended to replace or satisfy any specific consent or
approval right which the Controlling Class Representative may have.
Notwithstanding the foregoing, with respect to any Serviced Whole Loan, the
Directing Certificateholder (including, in the case of a PNC/Mezz Cap Whole
Loan, the holder of the related PNC/Mezz Cap B Loan) shall be entitled to a
comparable Asset Status Report, but the procedure and timing for approval by the
Directing Certificateholder of the related Asset Status Report will be governed
by the terms of the related intercreditor agreement and the Pooling and
Servicing Agreement.
CERTAIN RIGHTS OF THE CONTROLLING CLASS REPRESENTATIVE. In addition to its
rights and obligations with respect to Specially Serviced Mortgage Loans, the
Special Servicer has the right to approve any
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modification, whether or not the applicable Mortgage Loan or Serviced Whole Loan
is a Specially Serviced Mortgage Loan, to the extent described above under
"--Modifications" and to approve any waivers of due-on-sale or
due-on-encumbrance clauses as described above under "--Enforcement of
"Due-on-Sale" and "Due-on Encumbrance" Clauses," whether or not the applicable
Mortgage Loan or the Serviced Whole Loan is a Specially Serviced Mortgage Loan.
With respect to non-Specially Serviced Mortgage Loans, the applicable Servicer
must notify the Special Servicer of any request for approval (a "REQUEST FOR
APPROVAL") received relating to the Special Servicer's above-referenced approval
rights and forward to the Special Servicer its written recommendation, analysis
and any other information or documents reasonably requested by the Special
Servicer (to the extent such information or documents are in the applicable
Servicer's possession). The Special Servicer will have 10 business days (from
the date that the Special Servicer receives the information it requested from
the applicable Servicer) to analyze and make a recommendation with respect to a
Request for Approval with respect to a non-Specially Serviced Mortgage Loan and,
immediately following such 10 business day period, is required to notify the
Controlling Class Representative of such Request for Approval and its
recommendation with respect thereto. Following such notice, the Controlling
Class Representative will have five business days from the date it receives the
Special Servicer recommendation and any other information it may reasonably
request to approve any recommendation of the Special Servicer relating to any
Request for Approval. In any event, if the Controlling Class Representative does
not respond to a Request for Approval within the required 5 business days, the
Special Servicer may deem its recommendation approved by the Controlling Class
Representative. With respect to a Specially Serviced Mortgage Loan, the Special
Servicer must notify the Controlling Class Representative of any Request for
Approval received relating to the Controlling Class Representative's
above-referenced approval rights and its recommendation with respect thereto.
The Controlling Class Representative will have 10 business days to approve any
recommendation of the Special Servicer relating to any such Request for
Approval. In any event, if the Controlling Class Representative does not respond
to any such Request for Approval within the required 10 business days, the
Special Servicer may deem its recommendation approved by the Controlling Class
Representative. Notwithstanding the foregoing, with respect to any Serviced
Whole Loan, the Directing Certificateholder shall be entitled to a comparable
Request for Approval, but the procedure and timing for approval by the Directing
Certificateholder of the related Request for Approval will be governed by the
terms of the related intercreditor agreement and the Pooling and Servicing
Agreement.
The Controlling Class may have conflicts of interest with other Classes of
Certificates or with the Trust. The Controlling Class Representative has no duty
to act in the interests of any Class other than the Controlling Class.
Neither the Servicers nor the Special Servicer will be required to take or
refrain from taking any action pursuant to instructions from the Controlling
Class Representative that would cause it to violate applicable law, the Pooling
and Servicing Agreement, including the Servicing Standard, or the REMIC
Regulations.
The applicable Servicer and the Special Servicer, as applicable, will be
required to discuss with the Controlling Class Representative, on a monthly
basis, the performance of any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan that (i) is a Specially Serviced Mortgage Loan,
(ii) is delinquent, (iii) has been placed on a "Watch List" or (iv) has been
identified by a Servicer or Special Servicer, as exhibiting deteriorating
performance.
With respect to the General Motors Building Whole Loan and the Loews
Universal Hotel Portfolio Whole Loan, any decision to be made with respect to
the such Whole Loan that requires the approval of the majority certificateholder
of the controlling class under the pooling and servicing agreement governing the
General Motors Building Loan or the Loews Universal Hotel Portfolio Loan, as
applicable, will (i) prior to a General Motors Building Control Appraisal Event
or a Loews Universal Hotel Portfolio Control Appraisal Event, as applicable,
require the approval of holder of the related B Loan and (ii) during a General
Motors Building Control Appraisal Event or a Loews Universal Hotel Portfolio
Control Appraisal Event, as applicable, require the approval of the pari passu
noteholders (including the Controlling Class Representative) or their designees,
then holding a majority of the
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outstanding principal balance of the related Whole Loan. If such pari passu
noteholders (including the Controlling Class Representative) or their designees,
then holding a majority of the outstanding principal balance of the related
Whole Loan are not able to agree on a course of action that satisfies the
servicing standard set forth under the pooling and servicing agreement governing
the General Motors Building Whole Loan or the Loews Universal Hotel Portfolio
Whole Loan, as applicable, within 45 days after receipt of a request for consent
to any action by the servicer or the special servicer, as applicable, appointed
under such pooling and servicing agreement, the majority certificateholder of
the controlling class under such pooling and servicing agreement will be
entitled to direct such servicer or such special servicer, as applicable, on a
course of action to follow that satisfies the requirements set forth in the
pooling and servicing agreement governing the General Motors Building Whole Loan
or the Loews Universal Hotel Portfolio Whole Loan, as applicable. The
Controlling Class Representative will be designated in the Pooling and Servicing
Agreement to be the party entitled exercise the rights of the holder of the
General Motors Building Loan and the Loews Universal Hotel Portfolio Loan.
SPECIAL SERVICING COMPENSATION. Pursuant to the Pooling and Servicing
Agreement, the Special Servicer will be entitled to certain fees including a
special servicing fee, payable with respect to each Collection Period, equal to
0.25% per annum of the Stated Principal Balance of each related Specially
Serviced Mortgage Loan and REO Loan (the "SPECIAL SERVICING FEE") other than the
Non-Serviced Mortgage Loans. The COMM 2005-LP5 Special Servicer and the Series
2005-CIBC12 Special Servicer will accrue a comparable special servicing fee with
respect to the pooling and servicing agreement governing the General Motors
Building Whole Loan and the Loews Universal Hotel Portfolio Whole Loan,
respectively.
A "WORKOUT FEE" will in general be payable to the Special Servicer with
respect to each Mortgage Loan (other than the Non-Serviced Mortgage Loans) or
Serviced Whole Loan (other than a PNC/Mezz Cap B Loan) that ceases to be a
Specially Serviced Mortgage Loan pursuant to the definition thereof. As to each
such Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced
Whole Loan (other than a PNC/Mezz Cap B Loan), the Workout Fee will be payable
out of, and will be calculated by application of, a "WORKOUT FEE RATE" of 1.0%
to each collection of interest and principal (including scheduled payments,
prepayments, Balloon Payments and payments at maturity) received on such
Mortgage Loan or Serviced Whole Loan (other than a PNC/Mezz Cap B Loan) for so
long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to
any such Mortgage Loan will cease to be payable if such loan again becomes a
Specially Serviced Mortgage Loan or if the related Mortgaged Property becomes an
REO Property; PROVIDED that a new Workout Fee will become payable if and when
such Mortgage Loan or Serviced Whole Loan again ceases to be a Specially
Serviced Mortgage Loan. If the Special Servicer is terminated (other than for
cause) or resigns with respect to any or all of its servicing duties, it will
retain the right to receive any and all Workout Fees payable with respect to the
Mortgage Loans or Serviced Whole Loans that cease to be a Specially Serviced
Mortgage Loan during the period that it had responsibility for servicing
Specially Serviced Mortgage Loan and that had ceased being a Specially Serviced
Mortgage Loan (or for any Specially Serviced Mortgage Loan that had not yet
become a Corrected Mortgage Loan because as of the time that the Special
Servicer is terminated the borrower has not made three consecutive monthly debt
service payments and subsequently the Specially Serviced Mortgage Loan becomes a
Corrected Mortgage Loan) at the time of such termination or resignation (and the
successor Special Servicer will not be entitled to any portion of such Workout
Fees), in each case until the Workout Fee for any such loan ceases to be payable
in accordance with the preceding sentence. the COMM 2005-LP5 Special Servicer
will accrue a comparable workout fee with respect to the General Motors Building
Whole Loan under the COMM 2005-LP5 Pooling and Servicing Agreement and the
Series 2005-CIBC12 Special Servicer will accrue a comparable workout fee with
respect to the Loews Universal Hotel Portfolio Whole Loan under the Series
2005-CIBC12 Pooling and Servicing Agreement.
A "LIQUIDATION FEE" will be payable to the Special Servicer with respect to
each Specially Serviced Mortgage Loan or REO Loan or Mortgage Loan repurchased
by a Mortgage Loan Seller outside of the applicable cure period, in each case,
as to which the Special Servicer obtains a full, partial or
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discounted payoff from the related borrower or Mortgage Loan Seller, as
applicable, and, except as otherwise described below, with respect to any
Specially Serviced Mortgage Loan or REO Property as to which the Special
Servicer recovered any proceeds ("LIQUIDATION PROCEEDS"). As to each such
Specially Serviced Mortgage Loan and REO Property or Mortgage Loan repurchased
by a Mortgage Loan Seller outside of the applicable cure period, the Liquidation
Fee will be payable from, and will be calculated by application of, a
"LIQUIDATION FEE RATE" of 1.0% to the related payment or proceeds. The COMM
2005-LP5 Special Servicer will accrue a comparable liquidation fee with respect
to the General Motors Building Whole Loan under the COMM 2005-LP5 Pooling and
Servicing Agreement and the Series 2005-CIBC12 Special Servicer will accrue a
comparable liquidation fee with respect to the Loews Universal Hotel Portfolio
Whole Loan under the Series 2005-CIBC12 Pooling and Servicing Agreement.
Notwithstanding anything to the contrary described above, no Liquidation Fee
will be payable based on, or out of, Liquidation Proceeds received in connection
with:
o the purchase of any Specially Serviced Mortgage Loan or REO Property
by the Special Servicer or the Controlling Class Representative,
o the purchase of all of the Mortgage Loans and REO Properties by the
Servicers, the Special Servicer or the Controlling Class
Representative in connection with the termination of the Trust,
o a repurchase of a Mortgage Loan by a Mortgage Loan Seller due to a
breach of a representation or warranty or a document defect in the
mortgage file prior to the expiration of certain time periods
(including any applicable extension thereof) set forth in the Pooling
and Servicing Agreement,
o the purchase of the Lakewood Center Loan, the General Motors Building
Loan and the Loews Universal Hotel Portfolio Loan by the holder of
the related B Loan, unless such Loan is purchased more than 90 days
after the holder of the related B Loan received notice of the default
giving rise to the right of such holder to purchase the Mortgage
Loan;
o the purchase of the Indian Trail Shopping Center loan, the Walker
Springs Community Shopping Center loan, the High Point Center loan or
the CVS-Eckerds-Kansas City loan by the holder of the related B Loan
pursuant to the related intercreditor agreement, as described under
"Description of the Mortgage Pool--Split Loan Structures--The
PNC/Mezz Cap Whole Loans--Rights of the Holders of the PNC/Mezz Cap B
Loans--Purchase Option" in this prospectus supplement; and
o the purchase of a Mortgage Loan by the holder of any related
mezzanine debt unless the related mezzanine documents require the
purchaser to pay such fees.
If, however, Liquidation Proceeds are received with respect to any
Specially Serviced Mortgage Loan as to which the Special Servicer is properly
entitled to a Workout Fee, such Workout Fee will be payable based on and out of
the portion of such Liquidation Proceeds that constitute principal and/or
interest. The Special Servicer, however, will only be entitled to receive a
Liquidation Fee or a Workout Fee, but not both, with respect to Liquidation
Proceeds received on any Mortgage Loan or Specially Serviced Mortgage Loan.
In addition, the Special Servicer will be entitled to receive:
o any loan modification, extension and assumption fees related to the
Specially Serviced Mortgage Loans (which will not include the
Non-Serviced Mortgage Loans),
o any income earned on deposits in the REO Accounts,
o 50% of any extension fees, modification and assumption fees
(including any related application fees) of non-Specially Serviced
Mortgage Loans (other than the Non-Serviced Mortgage Loans), and
o any late payment fees collected by the Servicers during a Collection
Period on any Specially Serviced Mortgage Loan remaining after
application thereof during such Collection Period to
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reimburse interest on Advances with respect to such Mortgage Loan and
to reimburse the Trust for certain expenses of the Trust with respect
to such Mortgage Loan; provided, however, that with respect to the
Mortgage Loan that has a related Serviced Companion Loan, late
payment fees will be allocated as provided in the related
intercreditor agreement and the Pooling and Servicing Agreement.
The COMM 2005-LP5 Special Servicer and the Series 2005-CIBC12 Special
Servicer will be entitled to comparable fees with respect to the General Motors
Building Loan and the Loews Universal Hotel Portfolio Loan, respectively.
SERVICING OF THE NON-SERVICED MORTGAGE LOANS
THE GENERAL MOTORS BUILDING LOAN AND THE LOEWS UNIVERSAL HOTEL PORTFOLIO LOAN
Pursuant to the terms of the related intercreditor agreement, all of the
mortgage loans comprising the General Motors Building Whole Loan and the Loews
Universal Hotel Portfolio Whole Loan are being serviced under the provisions of
the COMM 2005-LP5 Pooling and Servicing Agreement and the Series 2005-CIBC12
Pooling and Servicing Agreement, respectively both which are similar to, but not
necessarily identical with, the provisions of the Pooling and Servicing
Agreement. In that regard,
o Wells Fargo Bank, N.A., which is the trustee under the COMM 2005-LP5
Pooling and Servicing Agreement (the "COMM 2005-LP5 TRUSTEE") and
LaSalle Bank National Association which is the trustee under the
Series 2005-CIBC12 Pooling and Servicing Agreement (the "SERIES
2005-CIBC 12 TRUSTEE"), both are in that capacity, the lender of
record with respect to the mortgaged property securing the General
Motors Building Whole Loan and the Loews Universal Hotel Portfolio
Whole Loan, respectively;
o Midland, which is the master servicer under the COMM 2005-LP5 Pooling
and Servicing Agreement (the "COMM 2005-LP5 SERVICER") and GMAC
Commercial Mortgage Corporation, which is the master servicer under
the Series 2005-CIBC12 Pooling and Servicing Agreement (the "SERIES
2005-CIBC12 SERVICER"), both are, in that capacity, the master
servicer for the General Motors Building Whole Loan and theLoews
Universal Hotel Portfolio Whole Loan, respectively, under the related
Pooling and Servicing Agreement. However, P&I Advances with respect
to each of the General Motors Building Loan and the Loews Universal
Hotel Portfolio Loan will be made by the Midland Servicer or the
GMACCM Servicer, respectively, or the Trustee, as applicable, as
described in "The Pooling and Servicing Agreement--Advances" in the
prospectus supplement; and
o LNR Partners, Inc., which is the special servicer under the COMM
2005-LP5 Pooling and Servicing Agreement (the "COMM 2005-LP5 SPECIAL
SERVICER") and J.E. Robert Company, Inc., which is the special
servicer under the Series 2005-CIBC12 Pooling and Servicing Agreement
(the "SERIES 2005-CIBC12 SPECIAL SERVICER"), both are in that
capacity, the special servicer for the General Motors Building Whole
Loan and the Loews Universal Hotel Portfolio Whole Loan.
The Controlling Class Representative will not have any rights with respect
to the servicing and administration of each of the General Motors Building Loan
and the Loews Universal Hotel Portfolio Loan under the COMM 2005-LP5 Pooling and
Servicing Agreement and the Series 2005-CIBC12 Pooling and Servicing Agreement,
respectively, except as set forth under "Description of the Mortgage Pool--Split
Loan Structures--The General Motors Building Loan" and "--The Loews Universal
Hotel Portfolio Loan" in this prospectus supplement.
SERVICERS AND SPECIAL SERVICER PERMITTED TO BUY CERTIFICATES
The Midland Servicer and the GMACCM Servicer as the initial Servicers, and
GMACCM, the initial Special Servicer, are permitted to purchase any Class of
Certificates. Such a purchase by the Servicers or Special Servicer could cause a
conflict relating to the Servicers' or Special Servicer's duties
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pursuant to the Pooling and Servicing Agreement and the Servicers' or Special
Servicer's interest as a holder of Certificates, especially to the extent that
certain actions or events have a disproportionate effect on one or more Classes
of Certificates. The Pooling and Servicing Agreement provides that the Servicers
or Special Servicer will administer the Mortgage Loans or Serviced Whole Loans
in accordance with the Servicing Standard, without regard to ownership of any
Certificate by the Servicers or Special Servicer or any affiliate thereof.
REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION
TRUSTEE REPORTS
Based on information provided in monthly reports prepared by the Servicers
and the Special Servicer and delivered to the Trustee, the Trustee will prepare
and make available on each Distribution Date to each Certificateholder, the
Depositor, the Servicers, the Special Servicer, each Underwriter, each Rating
Agency and, if requested, any potential investors in the Certificates (i) a
statement (a "DISTRIBUTION DATE STATEMENT") and (ii) a report containing
information regarding the Mortgage Loans as of the end of the related Collection
Period, which report shall contain substantially the categories of information
regarding the Mortgage Loans set forth in this prospectus supplement in the
tables under the caption "Description of the Mortgage Pool--Certain Terms and
Conditions of the Mortgage Loans." The Trustee will also be required to prepare
a reconciliation of funds report, as specified in the Pooling and Servicing
Agreement.
Certain information regarding the Mortgage Loans will be made accessible at
the website maintained by Wells Fargo Bank, N.A. initially located at
www.ctslink.com/cmbs or such other mechanism as the Trustee may have in place
from time to time.
After all of the Certificates have been sold by the Underwriters, certain
information will be made accessible on the website maintained by the Servicers
as the Servicers may have in place from time to time.
SERVICERS REPORTS
Each Servicer is required to deliver to the Trustee prior to each
Distribution Date, and the Trustee is to make available to each
Certificateholder, each holder of a Serviced Companion Loan, the Depositor, each
Underwriter, each Rating Agency, the Special Servicer, the Controlling Class
Representative and, if requested, any potential investor in the Certificates, on
each Distribution Date, the following CMSA reports:
o A "comparative financial status report."
o A "delinquent loan status report."
o A "historical loan modification and corrected mortgage loan report."
o A "historical liquidation report."
o An "REO status report."
o A "Servicer watch list."
o A loan level reserve/LOC report.
In addition, each Servicer will deliver to the Trustee an additional
monthly report regarding recoveries and reimbursements, if applicable, relating
to, among other things, Workout Delayed Reimbursement Amounts.
Subject to the receipt of necessary information from any subservicer, such
loan-by-loan listing will be made available electronically in the form of the
standard CMSA Reports; PROVIDED, HOWEVER, the Trustee will provide
Certificateholders with a written copy of such report upon request. The
information that pertains to Specially Serviced Mortgage Loans and REO
Properties reflected in such
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reports shall be based solely upon the reports delivered by the Special
Servicer to the Servicers no later than four business days prior to the related
Servicer Remittance Date. Absent manifest error, none of the Servicers, the
Special Servicer or the Trustee will be responsible for the accuracy or
completeness of any information supplied to it by a borrower or third party that
is included in any reports, statements, materials or information prepared or
provided by the Servicers, the Special Servicer or the Trustee, as applicable.
The Trustee, the Servicers and the Special Servicer will be indemnified by
the Trust against any loss, liability or expense incurred in connection with any
claim or legal action relating to any statement or omission based upon
information supplied by a borrower or third party under a Mortgage Loan or
Serviced Whole Loan and reasonably relied upon by such party.
Each Servicer is also required to deliver to the Trustee and the Rating
Agencies the following materials, which Operation Statement Analysis Report and
NOI Adjustment Worksheet shall be delivered in electronic format and any items
relating thereto may be delivered in electronic or paper format:
(a) Annually, on or before June 30 of each year, commencing with June
30, 2006, with respect to each Mortgaged Property and REO Property, an
"Operating Statement Analysis Report" together with copies of the related
operating statements and rent rolls (but only if the related borrower is
required by the Mortgage to deliver, or has otherwise agreed to provide
such information) for such Mortgaged Property or REO Property for the
preceding calendar year-end, if available. Each Servicer (or the Special
Servicer in the case of Specially Serviced Mortgage Loans and REO
Properties) is required to use its best reasonable efforts to obtain annual
and other periodic operating statements and related rent rolls and promptly
update the Operating Statement Analysis Report.
(b) Within 60 days of receipt by the applicable Servicer (or within 45
days of receipt by the Special Servicer with respect to any Specially
Serviced Mortgage Loan or REO Property) of annual year-end operating
statements, if any, with respect to any Mortgaged Property or REO Property,
an "NOI Adjustment Worksheet" for such Mortgaged Property (with the annual
operating statements attached thereto as an exhibit), presenting the
computations made in accordance with the methodology described in the
Pooling and Servicing Agreement to "normalize" the full year-end net
operating income or net cash flow and debt service coverage numbers used by
each Servicer or the Special Servicer in the other reports referenced
above.
The Trustee is to make available a copy of each Operating Statement
Analysis Report and NOI Adjustment Worksheet that it receives from the Servicers
upon request to the Depositor, each Underwriter, the Controlling Class
Representative, each Rating Agency, the Certificateholders and the Special
Servicer promptly after its receipt thereof. Any potential investor in the
Certificates may obtain a copy of any NOI Adjustment Worksheet for a Mortgaged
Property or REO Property in the possession of the Trustee upon request.
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
reasonably required to enable such Certificateholders to prepare their federal
income tax returns. The Trustee will also make available information regarding
the amount of original issue discount accrued on each Class of Certificate held
by persons other than holders exempted from the reporting requirements and
information regarding the expenses of the Trust.
OTHER INFORMATION
The Pooling and Servicing Agreement will require that the Trustee make
available at its offices, during normal business hours, for review by any
Certificateholder, any holder of a Serviced Companion Loan (with respect to
items (iv)-(vii) below, only to the extent such information relates to
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the Serviced Companion Loan), the Depositor, the Servicers, the Special
Servicer, any Rating Agency or any potential investor in the Certificates,
originals or copies of, among other things, the following items (except to the
extent not permitted by applicable law or under any of the related Mortgage Loan
Documents): (i) the Pooling and Servicing Agreement and any amendments thereto,
(ii) all Distribution Date Statements made available to holders of the relevant
Class of Offered Certificates since the Closing Date, (iii) all annual officers'
certificates and accountants' reports delivered by the Servicers and the Special
Servicer to the Trustee since the Closing Date regarding compliance with the
relevant agreements, (iv) the most recent property inspection report prepared by
or on behalf of the applicable Servicer or the Special Servicer with respect to
each Mortgaged Property and delivered to the Trustee, (v) the most recent annual
(or more frequent, if available) operating statements, rent rolls (to the extent
such rent rolls have been made available by the related borrower) and/or lease
summaries and retail "sales information," if any, collected by or on behalf of
the Servicer or the Special Servicer with respect to each Mortgaged Property and
delivered to the Trustee, (vi) any and all modifications, waivers and amendments
of the terms of a Mortgage Loan or Serviced Whole Loan entered into by the
Servicers and/or the Special Servicer and delivered to the Trustee, and (vii)
any and all officers' certificates and other evidence delivered to or by the
Trustee to support the Servicers', or the Special Servicer's or the Trustee's,
as the case may be, determination that any Advance, if made, would not be
recoverable. Copies of any and all of the foregoing items will be available upon
request at the expense of the requesting party from the Trustee to the extent
such documents are in the Trustee's possession.
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USE OF PROCEEDS
The net proceeds from the sale of Offered Certificates will be used by the
Depositor to pay part of the purchase price of the Mortgage Loans.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following summary and the discussion in the prospectus under the
heading "Certain Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates" are a general discussion of the anticipated
material federal income tax consequences of the purchase, ownership and
disposition of the Offered Certificates and constitute the opinion of
Cadwalader, Wickersham & Taft LLP as to the accuracy of matters discussed herein
and therein. The summary below and such discussion in the Prospectus do not
purport to address all federal income tax consequences that may be applicable to
particular categories of investors, some of which may be subject to special
rules. In addition, such summary and such discussion do not address state, local
or foreign tax issues with respect to the acquisition, ownership or disposition
of the Offered Certificates. The authorities on which such summary and such
discussion are based are subject to change or differing interpretations, and any
such change or interpretation could apply retroactively. Such summary and such
discussion are based on the applicable provisions of the Code, as well as
regulations (the "REMIC REGULATIONS") promulgated by the U.S. Department of the
Treasury as of the date hereof. Investors should consult their own tax advisors
in determining the federal, state, local, foreign or any other tax consequences
to them of the purchase, ownership and disposition of Certificates.
Elections will be made to treat designated portions of the Trust and
proceeds thereof (such non-excluded portion of the Trust, the "TRUST REMICS"),
as two separate REMICs within the meaning of Code Section 860D (the "LOWER-TIER
REMIC," the "UPPER-TIER REMIC", RESPECTIVELY. IN ADDITION, A SEPARATE REMIC WILL
BE MADE WITH RESPECT TO THE YORKTOWNE PLAZA LOAN, THE "LOAN REMIC"). The Loan
REMIC will hold the Yorktowne Plaza loan, proceeds thereof in this Collection
Account, the Interest Reserve Account, and any related REO Property and REO
Account and will issue one class of uncertificated regular interest to the
Lower-Tier REMIC. The Lower-Tier REMIC will hold the Mortgage Loans, proceeds
thereof held in the Collection Account, and the Interest Reserve Account (other
than the Yorktowne Plaza loan), the uncertificated regular interest in the Loan
REMIC, the Lower-Tier Distribution Account, the Excess Liquidation Proceeds
Account and any related REO Property, and will issue several uncertificated
classes of regular interests (the "LOWER-TIER REGULAR INTERESTS") to the
Upper-Tier REMIC. The Class LR Certificates, which will represent a beneficial
interest in the sole class of residual interests in the Loan REMIC and the sole
class residual interests in the Lower-Tier REMIC. The Upper-Tier REMIC will hold
the Lower-Tier Regular Interests and the Upper-Tier Distribution Account in
which distributions on the Lower-Tier Regular Interests will be deposited, and
will issue the Class X-C, Class X-P, Class A-1, Class A-2, Class A-3, Class A-4,
Class A-AB, Class A-5A, Class A-5B, Class A-1A, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O and Class P Certificates (the "REGULAR CERTIFICATES") as
classes of regular interests, and the Class R Certificates as the sole class of
residual interests in the Upper-Tier REMIC. Qualification as a REMIC requires
ongoing compliance with certain conditions. Assuming (i) the making of
appropriate elections, (ii) compliance with the Pooling and Servicing Agreement,
(iii) compliance with the Series 2005-CIBC12 Pooling and Servicing Agreement and
the COMM 2005-LP5 Pooling and Servicing Agreement and the continuing
qualification of the REMICs governed thereby and (iv) compliance with any
changes in the law, including any amendments to the Code or applicable temporary
or final regulations of the United States Department of the Treasury ("TREASURY
REGULATIONS") thereunder, in the opinion of Cadwalader, Wickersham & Taft LLP,
the Loan REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC will each qualify
as a REMIC. References in this discussion to the "REMIC" will, unless the
context dictates otherwise, refer to each of the Upper-Tier REMIC and the
Lower-Tier REMIC. In addition, the portion of the Trust consisting of the
Yorktowne Plaza Yield Maintenance Account and related amounts in the Grantor
Trust Distribution Account will, in the opinion of Cadwalader, Wickersham & Taft
LLP, be treated as a grantor trust under subpart E, Part I of subchapter J of
the Code, and the Class A-1, Class X-C and Class X-P Certificates will represent
undivided beneficial interests therein.
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The Offered Certificates will be treated as "loans ... secured by an
interest in real property which is ... residential real property" within the
meaning of Section 7701(a)(19)(C) of the Code, for domestic building and loan
associations to the extent of the allocable portion of the Mortgage Loans
secured by multifamily properties and manufactured housing community properties
(other than recreational vehicle resorts). As of the Cut-off Date, Mortgage
Loans secured by multifamily properties (excluding mixed-use properties) and
manufactured housing community properties represented approximately 26.24% of
the Mortgage Loans by Initial Outstanding Pool Balance.
The Offered Certificates will be treated as "real estate assets," within
the meaning of Section 856(c)(5)(B) of the Code, for real estate investment
trusts and interest thereon will be treated as "interest on mortgages on real
property," within the meaning of Section 856(c)(3)(B) of the Code, to the extent
described in the prospectus under the heading "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Status of
REMIC Certificates." Mortgage Loans which have been defeased with U.S. Treasury
obligations will not qualify for the foregoing treatments, and any portion of
the Class A-1 or Class X-P Certificates allocable to the Yorktowne Plaza Yield
Maintenance Amounts, or receipt thereof, also will not qualify for the foregoing
treatment.
The Offered Certificates (other than the interest in the Class A-1 and
Class X-P Certificates in the Yorktowne Plaza Yield Maintenance Amounts) will be
treated as "regular interests" in the Upper-Tier REMIC and therefore generally
will be treated as newly originated debt instruments for federal income tax
purposes. Beneficial owners of the Offered Certificates will be required to
report income on such regular interests in accordance with the accrual method of
accounting.
The IRS has issued Treasury Regulations under Sections 1271 to 1275 of the
Code generally addressing the treatment of debt instruments issued with original
issue discount (the "OID REGULATIONS"). 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,
prepayable securities such as the Offered Certificates. The OID Regulations in
some circumstances permit the holder of a debt instrument to recognize original
issue discount under a method that differs from that of the issuer. Accordingly,
it is possible that holders of Certificates may be able to select a method for
recognizing any original issue discount that differs from that used by the
Trustee in preparing reports to Certificateholders and the IRS. Prospective
purchasers of Certificates are advised to consult their tax advisors concerning
the treatment of any original issue discount with respect to purchased
Certificates. See "Certain Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates--Taxation of Regular Certificates--Original
Issue Discount" in the prospectus.
Although unclear for federal income tax purposes, it is anticipated that
the Class X-P Certificates will be considered to be issued with original issue
discount in an amount equal to the excess of all distributions of interest
expected to be received on such Class (assuming the Weighted Average Net
Mortgage Rate changes in accordance with the initial prepayment assumption in
the manner set forth in the prospectus), over its issue price (including accrued
interest from August 1, 2005). Any "negative" amounts of original issue discount
on the Class X-P Certificates attributable to rapid prepayments with respect to
the mortgage loans will not be deductible currently, but may be offset against
future positive accruals or original issue discount, if any. Finally, a holder
of any Class X-P Certificate may be entitled to a loss deduction to the extent
it becomes certain that such holder will not recover a portion of its basis in
such Certificate, assuming no further prepayments. In the alternative, it is
possible that rules similar to the "noncontingent bond method" of the OID
Regulations, as defined in the prospectus, may be promulgated with respect to
these Certificates.
Whether any holder of any Class of Offered Certificates, other than the
Class X-P 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. It is anticipated that the Offered
Certificates, other than the Class X-P Certificates, will be issued [at a
premium] for federal income tax purposes. Holders of each such Class of
Certificates should consult their tax advisors regarding the possibility of
making
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an election to amortize such premium. See "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Regular Certificates--Premium" in the prospectus.
For purposes of accruing original issue discount, if any, determining
whether such original issue discount is DE MINIMIS and amortizing any premium,
the Prepayment Assumption will be 0% CPR. See "Yield and Maturity
Considerations" in this prospectus supplement. No representation is made as to
the rate, if any, at which the Mortgage Loans will prepay.
Prepayment Premiums and Yield Maintenance Charges actually collected on the
Mortgage Loans will be distributed to the holders of each Class of Certificates
entitled thereto as described herein. It is not entirely clear under the Code
when the amount of a Prepayment Premium or a Yield Maintenance Charge should be
taxed to the holder of a Class of Certificates entitled to a Prepayment Premium
or a Yield Maintenance Charge. For federal income tax reporting purposes,
Prepayment Premiums and Yield Maintenance Charges will be treated as income to
the holders of a Class of Certificates entitled to Prepayment Premiums and Yield
Maintenance Charges only after the Servicer's actual receipt of a Prepayment
Premium or a Yield Maintenance Charge as to which such Class of Certificates is
entitled under the terms of the Pooling and Servicing Agreement. It appears that
Prepayment Premiums and Yield Maintenance Charges are to be treated as ordinary
income rather than capital gain.
In addition, although the matter is not entirely clear, it is anticipated
that any payments in respect of the Yorktowne Plaza Yield Maintenance Amount
will be treated similarly for federal income tax purposes. However, the correct
characterization of such income is not entirely clear and Certificateholders
should consult their tax advisors concerning the treatment of Prepayment
Premiums, Yield Maintenance Charges and the Yorktowne Plaza Yield Maintenance
Amount.
The right of the Class A-1, Class X-C and Class X-P Certificates to receive
the Yorktowne Plaza Yield Maintenance Amount will not be an asset of any REMIC.
If the Yorktowne Plaza Yield Maintenance Amount has a value greater than zero, a
Class A-1, Class X-C or Class X-P Certificateholder must allocate the price it
pays for such certificate between the portion of such certificate that
represents a REMIC regular interest and the portion that represents the right to
receive the Yorktowne Plaza Yield Maintenance Amount. Although the matter is not
free from doubt, the Depositor believes, and for information reporting purposes
the Bond Administrator will be directed in the Pooling and Servicing Agreement
to assume, that the right to receive the Yorktowne Plaza Yield Maintenance
Amount has a value of zero. Thus, the initial Class A-1, Class X-C and Class X-P
Certificateholders should not be required to allocate any portion of the
purchase price of their Certificates to the right to receive the Yorktowne Plaza
Yield Maintenance Amount. However, if the right to receive the Yorktowne Plaza
Yield Maintenance Amount is determined to have a value on the Closing Date that
is greater than zero, a portion of such purchase price would be allocable to
such rights. Investors in the Class A-1, Class X-C and Class X-P Certificates
should consult their own tax advisors in regard to the right to receive the
Yorktowne Plaza Yield Maintenance Amount.
For a discussion of the tax consequences of the acquisition ownership and
disposition of Offered Certificates by any person who is not a citizen or
resident of the United States, a corporation or partnership or other entity
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia or is a foreign estate or trust, see
"Certain Federal Income Tax Consequences--Federal Income Tax Consequences for
REMIC Certificates--Taxation of Certain Foreign Investors--Regular Certificates"
in the prospectus.
ERISA CONSIDERATIONS
The purchase by or transfer to an employee benefit plan or other retirement
arrangement, including an individual retirement account or a Keogh plan, which
is subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") or Section 4975 of the Code, or a governmental plan (as
defined in Section 3(32) of ERISA) that is subject to any federal, state or
local law ("SIMILAR LAW") which is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (each, a "PLAN"), or a collective
investment fund in which such Plans are invested, an insurance
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company using the assets of separate accounts or general accounts which include
assets of Plans (or which are deemed pursuant to ERISA or any Similar Law to
include assets of Plans) or other Persons acting on behalf of any such Plan or
using the assets of any such Plan to acquire the Offered Certificates may
constitute or give rise to a prohibited transaction under ERISA or the Code or
Similar Law. There are certain exemptions issued by the United States Department
of Labor (the "DEPARTMENT") that may be applicable to an investment by a Plan in
the Offered Certificates. The Department has granted an administrative exemption
to Deutsche Bank Securities Inc. as Department Final Authorization Number
97-03E, as amended by Prohibited Transaction Exemption ("PTE") 2002-41 (the
"EXEMPTION"), for certain mortgage-backed and asset-backed certificates
underwritten in whole or in part by the Underwriters. The Exemption might be
applicable to the initial purchase, the holding, and the subsequent resale by a
Plan of certain certificates, such as the Offered Certificates, underwritten by
the lead manager, representing interests in pass-through trusts that consist of
certain receivables, loans and other obligations, PROVIDED that the conditions
and requirements of the Exemption are satisfied. The loans described in the
Exemption include mortgage loans such as the Mortgage Loans. However, it should
be noted that in issuing the Exemption, the Department may not have considered
interests in pools of the exact nature as some of the Offered Certificates.
Among the conditions that must be satisfied for the Exemption to apply
to the acquisition, holding and resale of the Offered Certificates are the
following:
(1) The acquisition of Offered Certificates by a Plan is on terms
(including the price 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;
(2) The Offered Certificates acquired by the Plan have received a
rating at the time of such acquisition that is one of the four highest
generic rating categories from any of S&P, Moody's or Fitch;
(3) The Trustee must not be an affiliate of any other member of the
Restricted Group (as defined below) other than an Underwriter;
(4) The sum of all payments made to and retained by the Underwriters
in connection with the distribution of Offered Certificates represents not
more than reasonable compensation for underwriting the Certificates. The
sum of all payments made to and retained by the Depositor pursuant to the
assignment of the Mortgage Loans to the Trust represents not more than the
fair market value of such Mortgage Loans. The sum of all payments made to
and retained by each Servicer and any other servicer represents 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; and
(5) The Plan investing in the Certificates is an "accredited investor"
as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange
Commission under the Securities Act of 1933.
The Trust must also meet the following requirements:
(i) the corpus of the Trust 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 rating categories of S&P, Moody's or Fitch for
at least one year prior to the Plan's acquisition of the Offered
Certificates pursuant to the Exemption; and
(iii) certificates evidencing interests 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 pursuant
to the Exemption.
If all of the conditions of the Exemption are met, then whether or not a
Plan's assets would be deemed to include an ownership interest in the Mortgage
Loans in the Mortgage Pool, the acquisition,
S-212
holding and resale by Plans of the Offered Certificates with respect to which
the conditions were met would be exempt from the prohibited transaction
provisions of ERISA and the Code to the extent indicated in the Exemption.
Moreover, the Exemption can provide relief from certain
self-dealing/conflict of interest prohibited transactions that may occur if a
Plan fiduciary causes a Plan to acquire certificates in a trust holding
receivables, loans or obligations on which the fiduciary (or its affiliate) is
an obligor, provided that, among other requirements, (a) in the case of an
acquisition in connection with the initial issuance of certificates, at least
fifty percent of each class of certificates in which Plans have invested is
acquired by persons independent of the Restricted Group (as defined below) and
at least fifty percent of the aggregate interest in the Trust is acquired by
persons independent of the Restricted Group (as defined below); (b) such
fiduciary (or its affiliate) is an obligor with respect to five percent or less
of the fair market value of the obligations contained in the Trust; (c) the
Plan's investment in certificates of any class does not exceed twenty-five
percent of all of the certificates of that class outstanding at the time of the
acquisitions; and (d) immediately after the acquisition no more than twenty-five
percent of the assets of the Plan with respect to which such person is a
fiduciary are invested in certificates representing an interest in one or more
trusts containing assets sold or serviced by the same entity.
The Exemption does not apply to the purchasing or holding of Offered
Certificates by Plans sponsored by the Depositor, any Underwriter, the Trustee,
either Servicer, any obligor with respect to Mortgage Loans included in the
Trust constituting more than five percent of the aggregate unamortized principal
balance of the assets in the Trust, any party considered a "sponsor" within the
meaning of the Exemption, or any affiliate of such parties (the "RESTRICTED
GROUP").
The lead manager believes that the conditions to the applicability of the
Exemption will generally be met with respect to the Offered Certificates, other
than possibly those conditions which are dependent on facts unknown to the lead
manager or which it cannot control, such as those relating to the circumstances
of the Plan purchaser or the Plan fiduciary making the decision to purchase any
such Certificates. However, before purchasing an Offered Certificate, a
fiduciary of a Plan should make its own determination as to the availability of
the exemptive relief provided by the Exemption or the availability of any other
prohibited transaction exemptions or similar exemption under Similar Law, and
whether the conditions of any such exemption will be applicable to such
purchase. As noted above, the Department, in granting the Exemption, may not
have considered interests in pools of the exact nature as the Offered
Certificates. A fiduciary of a Plan that is a governmental plan should make its
own determination as to the need for and the availability of any exemptive
relief under any Similar Law.
Any fiduciary of a Plan considering whether to purchase an Offered
Certificate should also carefully review with its own legal advisors the
applicability of the fiduciary duty and prohibited transaction provisions of
ERISA and the Code to such investment. See "Certain ERISA Considerations" in the
prospectus.
The sale of Offered Certificates to a Plan is in no respect a
representation by the Depositor or the Underwriters that this investment meets
all relevant legal requirements with respect to investments by Plans generally
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 certificates, is subject to significant
interpretive uncertainties.
No representations are made as to the proper characterization of the
Offered Certificates for legal investment purposes, financial institution
regulatory purposes, or other purposes, or as to the ability of particular
investors to purchase the Offered Certificates under applicable legal investment
or other restrictions. The uncertainties described above (and any unfavorable
future determinations concerning
S-213
the legal investment or financial institution regarding characteristics of the
Offered Certificates) may adversely affect the liquidity of the Offered
Certificates. Accordingly, all Investors whose investment activities are subject
to legal investment laws and regulations, regulatory capital requirements or
review by regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the Offered Certificates constitute a
legal investment or are subject to investment, capital or other restrictions.
See "Legal Investment" in the prospectus.
S-214
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in an Underwriting Agreement,
dated August 1, 2005 (the "UNDERWRITING AGREEMENT"), Deutsche Bank Securities
Inc. ("DBS"), GMAC Commercial Holding Capital Markets Corp. ("GMAC COMMERCIAL
HOLDING"), PNC Capital Markets, Inc. ("PNC CAPITAL"), Credit Suisse First Boston
LLC ("CREDIT SUISSE FIRST BOSTON"), J.P. Morgan Securities Inc. ("JPMORGAN"),
and Wachovia Securities, LLC ("WACHOVIA SECURITIES"),(collectively, the
"UNDERWRITERS") have agreed to purchase and the Depositor has agreed to sell to
the Underwriters the Offered Certificates. It is expected that delivery of the
Offered Certificates will be made only in book-entry form through the Same Day
Funds Settlement System of DTC on or about [_____], 2005, against payment
therefor in immediately available funds. DBS will act as lead manager of the
offering of the Offered Certificates and GMAC Commercial Holding, PNC Capital,
Credit Suisse First Boston, JPMorgan and Wachovia Securities are acting as
co-managers and underwriters of the offering of Offered Certificates. DBS is
acting as sole bookrunner of the offering.
In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase the Certificate Balances or
Notional Balance, as applicable, of each class of Offered Certificates set forth
below, subject in each case to a variance of 5%:
GMAC
COMMERCIAL
DEUTSCHE HOLDING PNC CREDIT
BANK CAPITAL CAPITAL SUISSE J.P. MORGAN WACHOVIA
SECURITIES INC. MARKETS CORP. MARKETS, INC FIRST BOSTON LLC SECURITIES INC. SECURITIES, LLC
--------------- ------------- ------------ ---------------- --------------- ----------------
Class A-1 ....... [$--] [$--] [$--] [$--] [$--] [$--]
Class A-2 ....... [$--] [$--] [$--] [$--] [$--] [$--]
Class A-3 ....... [$--] [$--] [$--] [$--] [$--] [$--]
Class A-4 ....... [$--] [$--] [$--] [$--] [$--] [$--]
Class A-AB ...... [$--] [$--] [$--] [$--] [$--] [$--]
Class A-5A ...... [$--] [$--] [$--] [$--] [$--] [$--]
Class A-5B ...... [$--] [$--] [$--] [$--] [$--] [$--]
Class A-1A ...... [$--] [$--] [$--] [$--] [$--] [$--]
Class X-P ....... [$--] [$--] [$--] [$--] [$--] [$--]
Class A-J ....... [$--] [$--] [$--] [$--] [$--] [$--]
Class B ......... [$--] [$--] [$--] [$--] [$--] [$--]
Class C ......... [$--] [$--] [$--] [$--] [$--] [$--]
Class D ......... [$--] [$--] [$--] [$--] [$--] [$--]
The Underwriting Agreement provides that the obligation of each Underwriter
to pay for and accept delivery of its Offered Certificates is subject to, among
other things, the receipt of certain legal opinions and to the conditions, among
others, that no stop order suspending the effectiveness of the Depositor's
Registration Statement shall be in effect, and that no proceedings for such
purpose shall be pending before or threatened by the Securities and Exchange
Commission.
The distribution of the Offered Certificates by the Underwriters may be
effected from time to time in one or more negotiated transactions, or otherwise,
at varying prices to be determined at the time of sale. Proceeds to the
Depositor from the sale of the Offered Certificates, before deducting expenses
payable by the Depositor, will be approximately ___% of the aggregate
Certificate Balance of the Offered Certificates, plus accrued interest. Each
Underwriter may effect such transactions by selling its Offered Certificates to
or through dealers, and such dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Underwriter for whom
they act as agent. In connection with the sale of the Offered Certificates, each
Underwriter may be deemed to have received compensation from the Depositor in
the form of underwriting compensation. Each Underwriter and any dealers that
participate with such Underwriter in the distribution of the Offered
Certificates may be deemed to be underwriters and any profit on the resale of
the Offered Certificates positioned by them may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933, as amended.
DBS is an affiliate of GACC, one of the Mortgage Loan Sellers and an
affiliate of Deutsche Mortgage & Asset Receiving Corporation, the Depositor;
GMAC Commercial Holding is an affiliate of
S-215
GMACCM, one of the Mortgage Loan Sellers and one of the Servicers and the
Special Servicer; and PNC Capital is an affiliate of PNC Bank, one of the
Mortgage Loan Sellers and an affiliate of Midland Loan Services, Inc., one of
the Servicers.
The Underwriting Agreement or a separate indemnification agreement provides
that the Depositor and the Mortgage Loan Sellers will indemnify the Underwriters
against certain civil liabilities under the Securities Act of 1933, as amended,
or contribute to payments to be made in respect thereof.
There can be no assurance that a secondary market for the Offered
Certificates will develop or, if it does develop, that it will continue. The
primary source of ongoing information available to investors concerning the
Offered Certificates will be the reports distributed by the Trustee discussed in
this prospectus supplement under "The Pooling and Servicing Agreement-Reports to
Certificateholders; Available Information." Except as described in this
prospectus supplement under "The Pooling and Servicing Agreement-Reports to
Certificateholders; Available Information," there can be no assurance that any
additional information regarding the Offered Certificates will be available
through any other source. In addition, the Depositor is not aware of any source
through which price information about the Offered Certificates will be generally
available on an ongoing basis. The limited nature of such information regarding
the Offered Certificates may adversely affect the liquidity of the Offered
Certificates, even if a secondary market for the Offered Certificates becomes
available.
LEGAL MATTERS
The validity of the Offered Certificates and the material federal income
tax consequences of investing in the Offered Certificates will be passed upon
for the Depositor by Cadwalader, Wickersham & Taft LLP, New York, New York.
Certain legal matters with respect to the Offered Certificates will be passed
upon for the Underwriters by Cadwalader, Wickersham & Taft LLP, New York, New
York.
RATINGS
It is a condition to issuance that the Offered Certificates be rated not
lower than the following ratings by Standard and Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. ("S&P") and Moody's Investor's
Service, Inc. ("MOODY'S" and, together with S&P, the "RATING AGENCIES"):
CLASS S&P MOODY'S
------------------------------ ------------ ------------
CLASS A-1 .................. AAA Aaa
Class A-2 .................. AAA Aaa
Class A-3 .................. AAA Aaa
Class A-4 .................. AAA Aaa
Class A-AB ................. AAA Aaa
Class A-5A ................. AAA Aaa
Class A-5B ................. AAA Aaa
Class A-1A ................. AAA Aaa
Class X-P .................. AAA Aaa
Class A-J .................. AAA Aaa
Class B .................... AA Aa2
Class C .................... AA- Aa3
Class D .................... A A2
The "RATED FINAL DISTRIBUTION DATE" of each Class of Certificates is the
Distribution Date in June 2044.
The Rating Agencies' ratings on mortgage pass-through certificates address
the likelihood of the timely payment of interest and the ultimate repayment of
principal by the Rated Final Distribution Date. The Rating Agencies' ratings
take into consideration the credit quality of the Mortgage Pool, structural and
legal aspects associated with the Certificates, and the extent to which the
payment stream in the Mortgage Pool is adequate to make payments required under
the Certificates. Ratings on mortgage pass-through certificates do not, however,
represent an assessment of the likelihood, timing or frequency of principal
prepayments (both voluntary and involuntary) by borrowers, or the degree to
which such prepayments might differ from those originally anticipated. The
security ratings do not
S-216
address the possibility that Certificateholders might suffer a lower than
anticipated yield. In addition, ratings on mortgage pass-through certificates do
not address the likelihood of receipt of Prepayment Premiums, Default Interest
or the timing or frequency of the receipt thereof. In general, the ratings
address credit risk and not prepayment risk. Also, 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 X-P Certificates might not
fully recover their initial investment in the event of delinquencies or rapid
prepayments of the Mortgage Loans (including both voluntary and involuntary
prepayments). As described herein, the amounts payable with respect to the Class
X-P Certificates consist only of interest. If the entire pool were to prepay in
the initial month, with the result that the Class X-P Certificateholders receive
only a single month's interest and thus suffer a nearly complete loss of their
investment, all amounts "due" to such holders will nevertheless have been paid,
and such result is consistent with the rating received on the Class X-P
Certificates. Accordingly, the ratings of the Class X-P Certificates should be
evaluated independently from similar ratings on other types of securities. The
ratings do not address the fact that the Pass-Through Rates of any of the
Offered Certificates, to the extent that they are based on the Weighted Average
Net Mortgage Pass-Through Rate, may be affected by changes thereon.
There can be no assurance as to whether any rating agency not requested to
rate the Offered Certificates will nonetheless issue a rating and, if so, what
such rating would be. A rating assigned to the Offered Certificates by a rating
agency that has not been requested by the Depositor to do so may be lower than
the rating assigned by the Rating Agencies pursuant to the Depositor's request.
The rating of 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.
LEGAL ASPECTS OF MORTGAGE LOANS
The following discussion summarizes certain legal aspects of mortgage loans
secured by real property in California (representing approximately 28.92% of the
Initial Outstanding Pool Balance) which are general in nature. This summary does
not purport to be complete and is qualified in its entirety by reference to the
applicable federal and state laws governing the Mortgage Loans.
CALIFORNIA LAW. Mortgage loans in California are generally secured by deeds
of trust on the related real estate. Foreclosure of a deed of trust in
California may be accomplished by a non-judicial trustee's sale under a specific
provision in the deed of trust or by judicial foreclosure. Public notice of
either the trustee's sale or the judgment of foreclosure is given for a
statutory period of time after which the mortgaged real estate may be sold by
the trustee, if foreclosed pursuant to the trustee's power of sale, or by court
appointed sheriff under a judicial foreclosure. Following a judicial foreclosure
sale, the borrower or its successor in interest may, for a period of up to one
year, redeem the property. California's "one action rule" requires the lender to
exhaust the security afforded under the deed of trust by foreclosure in an
attempt to satisfy the full debt before bringing a personal action (if otherwise
permitted) against the borrower for recovery of the debt, except in certain
cases involving environmentally impaired real property. California case law has
held that acts such as an offset of an unpledged account constitute violations
of such statutes. Violations of such statutes may result in the loss of some or
all of the security under the loan. Other statutory provisions in California
limit any deficiency judgment (if otherwise permitted) against the borrower
following a foreclosure to the amount by which the indebtedness exceeds the fair
value at the time of the public sale and in no event greater than the difference
between the foreclosure sale price and the amount of the indebtedness. Further,
under California law, once a property has been sold pursuant to a power-of-sale
clause contained in a deed of trust, the lender is precluded from seeking a
deficiency judgment from the borrower or, under certain circumstances,
guarantors. California statutory provisions regarding assignments of rents and
leases require that a lender whose loan is secured by such an assignment must
exercise a remedy with respect to rents as authorized by statute in order to
establish its right to receive the rents after an event of default. Among the
remedies authorized by statute is the lender's right to have a receiver
appointed under certain circumstances.
S-217
INDEX OF DEFINED TERMS
Advance Rate ............................................S-168 Default Interest ........................................S-129
Advances ................................................S-167 Default Rate ............................................S-129
Affiliate Collateral ....................................S-119 Defaulted Mortgage Loan .................................S-187
Annual Debt Service ..................................... S-99 Defeasance ..............................................S-116
Appraisal Event ..............................S-82, S-85, S-92 Defeasance Collateral ...................................S-116
Appraisal Reduction Amount .......................S-129, S-144 Defeasance Lock-Out Period ..............................S-113
Appraisal Reduction Event ...............................S-144 Defeasance Option .......................................S-116
Appraised Value ......................................... S-99 Definitive Certificate ..................................S-146
Asset Status Report .....................................S-201 Department ..............................................S-212
Assumed Scheduled Payment ...............................S-133 Depositaries ............................................S-147
Available Funds .........................................S-127 Depositor ................................................S-70
Balloon Balance ......................................... S-99 Determination Date ......................................S-129
Base Interest Fraction ..................................S-140 Directing Certificateholder ..............................S-11
CBE .....................................................S-157 Directing Certificateholder .............................S-199
Certificate Balance .....................................S-123 Discount Rate ...........................................S-115
Certificate Owners ......................................S-149 Distribution Account ....................................S-171
Certificate Registrar ...................................S-146 Distribution Date .......................................S-127
Certificateholder .......................................S-146 Distribution Date Statement .............................S-206
Certificates ............................................S-123 DSCR ....................................................S-101
Class ...................................................S-123 DTC ......................................................S-33
Class A Certificates ....................................S-143 Due Date ................................................S-132
Class GMB Certificates ...................................S-85 ERISA ...................................................S-211
Class GMB Controlling Class ..............................S-85 ESA ......................................................S-77
Class GMB Directing Certificateholder ....................S-85 Euroclear ................................................S-33
Class UHP Certificates ................................S-91-92 Euroclear Participants ..................................S-148
Class UHP Directing Certificateholder ....................S-92 Events of Default .......................................S-184
Class X-C Strip Rates ...................................S-130 Excess Liquidation Proceeds .............................S-191
Class X-P Strip Rates ...................................S-131 FIRREA ................................................S-77-78
Clearstream .........................................S-33, 146 Form 8-K ................................................S-122
Clearstream Participants ................................S-148 FPO Persons ...............................................S-4
Collection Account ......................................S-171 FSMA ......................................................S-4
Collection Period .......................................S-129 GAAP .....................................................S-99
COMM 2005-LP5 Pooling and GACC .....................................................S-71
Servicing Agreement ................................... S-84 General Motors Building B Loan ...........................S-83
COMM 2005-LP5 Servicer ..................................S-205 General Motors Building Cure Event .......................S-87
COMM 2005-LP5 Servicer .................................. S-84 General Motors Building Loan .............................S-83
COMM 2005-LP5 Special Servicer ..........................S-205 General Motors Building Pari Passu Loans .................S-83
COMM 2005-LP5 Special Servicer ...........................S-84 General Motors Building Senior Loans .....................S-83
COMM 2005-LP5 Trustee ...................................S-205 General Motors Building Whole Loan .......................S-83
Controlling Class .......................................S-199 General Servicing Standard ..............................S-165
Controlling Class Certificateholder .....................S-199 GLA .....................................................S-100
Controlling Class Representative ........................S-199 GMAC Commercial Holding .................................S-215
Corrected Mortgage Loan .................................S-200 GMACCM ..............................................S-71, 195
CPR .....................................................S-151 GMACCM Servicer .....................................S-71, 195
Credit Suisse First Boston ..............................S-215 GMACCM Servicing Standard ...............................S-165
Crossover Date ..........................................S-139 GROUP 1 PRINCIPAL DISTRIBUTION AMOUNT ...................S-133
Custodian ...............................................S-178 Group 2 Principal Distribution Amount ...................S-133
Cut-off Date Balance .................................... S-70 Holders .................................................S-149
DBS .....................................................S-215 Indirect Participants ...................................S-147
Debt Service Coverage Ratio .............................S-101 Initial Loan Group 1 Balance .............................S-70
S-218
Initial Loan Group 2 Balance .............................S-70 Note .....................................................S-70
Initial Outstanding Pool Balance .........................S-70 Notional Balance ........................................S-124
Interest Accrual Amount .................................S-129 NRA .....................................................S-100
Interest Accrual Period .................................S-129 Occupancy Rate ..........................................S-100
Interest Rate ...........................................S-100 Offered Certificates ....................................S-123
Interest Reserve Account ................................S-171 OID Regulations .........................................S-210
Interest Shortfall ......................................S-130 Option Price ............................................S-187
JPMorgan ................................................S-215 P&I Advance .............................................S-166
Lakewood Center B Loan ...................................S-79 Pads ....................................................S-101
Lakewood Center Cure Event ...............................S-82 PAR ......................................................S-77
Lakewood Center Loan .....................................S-79 Participants ............................................S-146
Lakewood Center Whole Loan ...............................S-79 Pass-Through Rate ................................S-130, S-149
Liquidation Fee .........................................S-203 PCIS Persons ..............................................S-4
Liquidation Fee Rate ....................................S-204 Percentage Interest .....................................S-127
Liquidation Proceeds ....................................S-204 Permitted Investments ...................................S-172
Loan Group 1 .............................................S-70 Plan ....................................................S-211
Loan Group 2 .............................................S-70 Planned Principal Balance ...............................S-139
Loan Groups ..............................................S-70 PNC Bank .................................................S-71
Loan REMIC ..............................................S-181 PNC Capital .............................................S-215
Lock-Out Period .........................................S-113 PNC Financial ............................................S-72
Lower-Tier Regular Interests ............................S-209 PNC/Mezz Cap B Loan ......................................S-96
Lower-Tier REMIC, .......................................S-209 PNC/Mezz Cap Loans .......................................S-96
LTV ...........................................S-7, S-20, S-99 PNC/Mezz Cap Whole Loan ..................................S-96
LTV Ratio at Maturity ...................................S-100 Pooling and Servicing Agreement .........................S-164
Macy's Parcel ...........................................S-117 Prepayment Interest Excess ..............................S-142
MAI ......................................................S-74 Prepayment Interest Shortfall ...........................S-142
Master Servicing Fee ....................................S-196 Prepayment Premium ......................................S-115
Master Servicing Fee Rate ...............................S-196 Prime Rate ..............................................S-168
Midland .................................................S-195 Principal Balance Certificate ...........................S-123
Midland Servicer ..................................S-71, S-195 Principal Balance Certificates ..........................S-123
Modeling Assumptions ....................................S-152 Principal Distribution Amount ...........................S-132
Modification ............................................S-191 Principal Prepayments ...................................S-129
Modified Mortgage Loan ..................................S-146 PRIVATE CERTIFICATES ....................................S-123
Monthly Payment .........................................S-128 PTE .....................................................S-212
Moody's .................................................S-172 PTE ......................................................S-32
Moody's .................................................S-216 Purchase Option .........................................S-187
Mortgage .................................................S-70 Qualifying Substitute Mortgage Loan .....................S-181
Mortgage Loan Documents .................................S-178 Rated Final Distribution Date ...........................S-216
Mortgage Loan Purchase Agreement .........................S-71 Rating Agencies .........................................S-216
Mortgage Loan Purchase Agreements .......................S-178 Realized Loss ...........................................S-140
Mortgage Loan Sellers ....................................S-71 Record Date .............................................S-127
Mortgage Loans ...........................................S-70 Regular Certificates ....................................S-209
Mortgage Pool ............................................S-70 Related Proceeds ........................................S-169
Mortgage Rate ....................................S-100, S-132 Release Date ............................................S-116
Mortgaged Properties .....................................S-70 Release H.15 ............................................S-115
Net Default Interest ....................................S-129 Relevant Persons ..........................................S-4
Net Mortgage Pass-Through Rate ..........................S-132 REMIC ...................................................S-209
Net Prepayment Interest Excess ..........................S-143 REMIC Regulations .......................................S-209
Net Prepayment Interest Shortfall .......................S-142 REMIC Requirements .......................................S-98
Net REO Proceeds ........................................S-128 Removed Mortgage Loan ...................................S-180
Non-Serviced Mortgage Loan ...............................S-70 REO Account .............................................S-123
Nonrecoverable Advance ..................................S-169 REO Loan ................................................S-133
S-219
REO Tax .................................................S-190 Subordinate Certificates ................................S-143
Replacement Mortgage Loan ...............................S-180 Term to Maturity ........................................S-100
Repurchase Price ........................................S-180 Terms and Conditions ....................................S-148
Request for Approval ....................................S-202 Treasury Rate ...........................................S-115
Reserve Accounts .........................................S-71 Treasury Regulations ....................................S-209
Restricted Group ........................................S-213 Triple Net ...............................................S-60
Rooms ...................................................S-101 Trust ....................................................S-70
Rules ...................................................S-148 Trust Fund ...............................................S-70
S&P .....................................................S-216 Trust REMICs ............................................S-209
Series 2005-CIBC12 Servicer .............................S-205 Trustee ..................................................S-71
Series 2005-CIBC12 Servicer ..............................S-90 Trustee Fee .............................................S-194
Series 2005-CIBC12 Special Servicer .....................S-205 Trustee Fee Rate ........................................S-194
Series 2005-CIBC12 Special Servicer ......................S-90 Underwriters ............................................S-215
Series 2005-CIBC12 Trustee ..............................S-205 Underwriting Agreement ..................................S-215
Serviced Companion Loan ..................................S-70 Underwritten NCF ........................................S-100
Serviced Whole Loan ......................................S-70 Unliquidated Advance ....................................S-170
Servicer Prepayment Interest Shortfall ..................S-142 Unscheduled Payments ....................................S-128
Servicer Remittance Date ................................S-166 Updated Appraisal .......................................S-145
Servicers ................................................S-71 Upper-Tier REMIC ........................................S-209
Servicing Compensation ..................................S-196 UW NCF DSCR .........................................S-7, S-20
Servicing Fee ...........................................S-196 UW Revenue ..............................................S-102
Servicing Fee Rate ...............................S-100, S-196 Voting Rights ...........................................S-187
Servicing Standard ......................................S-165 Wachovia Securities .....................................S-215
Servicing Transfer Event ................................S-200 Wells Fargo Bank ........................................S-193
Similar Law .............................................S-211 Withheld Amounts ........................................S-171
Single-Tenant Mortgage Loan .............................S-121 Workout Fee .............................................S-203
Small Loan Appraisal Estimate ...........................S-145 Workout Fee Rate ........................................S-203
Special Servicer ........................................S-197 Yield Maintenance Charge ................................S-114
Special Servicer .........................................S-71 Yield Maintenance Loans .................................S-114
Special Servicing Fee ...................................S-203 Yield Maintenance Lock-Out Period .......................S-113
Specially Serviced Mortgage Loan ........................S-199 Yield Maintenance Period ................................S-114
Sq. Ft. .................................................S-100 Yorktowne Plaza .....................................S-115-116
Square Feet .............................................S-100 Yorktowne Plaza Yield Maintenance
Stated Principal Balance ................................S-141 Amount ..................................S-116, S-140, S-211
S-220
COMM 2005-C6
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND
MORTGAGED PROPERTIES
% OF % OF APPLICABLE MORTGAGE
INITIAL POOL LOAN GROUP LOAN GROUP # OF LOAN
ID PROPERTY NAME BALANCE ONE OR TWO BALANCE PROPERTIES SELLER (1)
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 9.54% 1 12.30% 1 GACC
2 Kaiser Center 6.43% 1 8.29% 1 GMACCM
3 Private Mini Storage Portfolio 6.33% 1 8.17% 38 GMACCM
3.01 Private Mini Storage Midtown 0.26% 0.33% 1 GMACCM
3.02 Private Mini - Clairmont 0.25% 0.32% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont 0.25% 0.32% 1 GMACCM
3.04 Private Mini - Rogerdale 0.24% 0.31% 1 GMACCM
3.05 Private Mini Storage - Voss Road 0.24% 0.31% 1 GMACCM
3.06 Private Mini - Dove Country 0.22% 0.29% 1 GMACCM
3.07 Private Mini - Woodlands 0.22% 0.28% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi 0.21% 0.27% 1 GMACCM
3.09 Private Mini Storage - Capital Circle 0.20% 0.26% 1 GMACCM
3.10 Private Mini Storage - Burnet 0.20% 0.25% 1 GMACCM
3.11 Private Mini - Phillips Highway 0.19% 0.25% 1 GMACCM
3.12 Private Mini Storage - Lake Norman 0.18% 0.23% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park 0.17% 0.22% 1 GMACCM
3.14 Private Mini Storage - Austin 0.17% 0.22% 1 GMACCM
3.15 Private Mini Storage - Fort Walton 0.17% 0.22% 1 GMACCM
3.16 Private Mini Storage - Blanding Boulevard 0.17% 0.21% 1 GMACCM
3.17 Private Mini - Wurzbach 0.17% 0.21% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala 0.16% 0.21% 1 GMACCM
3.19 Private Mini Storage - Birmingham 0.16% 0.21% 1 GMACCM
3.20 Private Mini Storage - Fort Jackson 0.16% 0.21% 1 GMACCM
3.21 Private Mini - Terrace Oaks 0.16% 0.21% 1 GMACCM
3.22 Private Mini - Greenville 0.16% 0.20% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua 0.15% 0.20% 1 GMACCM
3.24 Private Mini Storage - Pensacola 0.15% 0.20% 1 GMACCM
3.25 Private Mini Storage - Clearlake 0.15% 0.20% 1 GMACCM
3.26 Private Mini - Atlantic 0.15% 0.20% 1 GMACCM
3.27 Private Mini - Dairy Ashford 0.15% 0.20% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain 0.14% 0.18% 1 GMACCM
3.29 Private Mini Storage - Sharon Road 0.14% 0.18% 1 GMACCM
3.30 Private Mini - Plano Allen 0.14% 0.18% 1 GMACCM
3.31 Private Mini Storage - Vestavia Hills 0.13% 0.17% 1 GMACCM
3.32 Private Mini Storage - Mooresville 0.13% 0.17% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher 0.12% 0.16% 1 GMACCM
3.34 Private Mini - New Port Richey 0.11% 0.14% 1 GMACCM
3.35 Private Mini Storage - Cedar Park 0.11% 0.14% 1 GMACCM
3.36 Private Mini of Mobile 0.08% 0.11% 1 GMACCM
3.37 Private Mini Storage I-26 at West Park 0.08% 0.10% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet 0.07% 0.09% 1 GMACCM
4 General Motors Building 4.77% 1 6.15% 1 GACC
5 Longacre House 3.72% 2 16.57% 1 GACC
6 One Colorado Shopping Center 3.11% 1 4.01% 1 GMACCM
7 Loews Universal Hotel Portfolio 2.84% 1 3.67% 3 GACC
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel 1.15% 1.48% 1 GACC
7.02 Royal Pacific Hotel 0.97% 1.25% 1 GACC
7.03 Hard Rock Hotel 0.73% 0.94% 1 GACC
8 Tropicana Center 2.45% 1 3.16% 1 GACC
9 MacArthur Portfolio 2.28% 1 2.93% 7 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street 0.55% 0.70% 1 GMACCM
9.02 135 East 54th Street 0.53% 0.68% 1 GMACCM
9.03 205 East 78th Street 0.33% 0.42% 1 GMACCM
9.04 301 East 69th Street 0.32% 0.41% 1 GMACCM
9.05 233 East 69th Street 0.22% 0.28% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard 0.19% 0.25% 1 GMACCM
9.07 233 East 70th Street 0.14% 0.18% 1 GMACCM
10 Communities at Southwood 2.19% 2 9.75% 1 GMACCM
11 888 South Figueroa 2.01% 1 2.60% 1 GACC
12 Ridge Crossings Apartments 2.01% 2 8.97% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X 1.94% 2 8.64% 7 GACC
13.01 25-10 / 20-30 30th Road 0.40% 1.77% 1 GACC
13.02 86-06 35th Avenue 0.31% 1.40% 1 GACC
13.03 76-09 34th Avenue 0.30% 1.34% 1 GACC
13.04 85-05 35th Avenue 0.29% 1.27% 1 GACC
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway 0.28% 1.26% 1 GACC
13.06 32-86 33rd Street 0.19% 0.83% 1 GACC
13.07 86-20 Park Lane South 0.17% 0.76% 1 GACC
14 Glendale Shopping Center - Glendale, CA 1.93% 1 2.48% 1 PNC
15 The Bush Tower 1.84% 1 2.37% 1 GACC
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway 1.53% 1 1.97% 1 GACC
17 San Brisas Apartments 1.47% 1 1.90% 1 PNC
18 Indian Trail Shopping Center 0.80% 1 1.03% 1 PNC
19 Walker Springs Community Shopping Center 0.35% 1 0.45% 1 PNC
20 High Point Center 0.24% 1 0.31% 1 PNC
- ------------------------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center 1.23% 1 1.58% 1 GMACCM
22 The Villas of Bristol Heights Apartments 1.23% 2 5.46% 1 PNC
23 2801 Alaskan Way 1.14% 1 1.46% 1 GACC
24 Cornerstone Apartments 1.03% 2 4.58% 1 GACC
25 Hilton Suites - Phoenix 1.02% 1 1.31% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation 0.20% 1 0.25% 1 PNC
27 Petco - Canton 0.18% 1 0.24% 1 PNC
28 Petco - Boardman 0.17% 1 0.22% 1 PNC
29 Petco - Mentor 0.16% 1 0.21% 1 PNC
30 Petco - Pembroke Pines 0.15% 1 0.19% 1 PNC
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park 0.14% 1 0.18% 1 PNC
32 Village at Main Street Apartments 1.00% 2 4.44% 1 GACC
33 Snowmass Village Mall and Gateway Center 0.98% 1 1.27% 2 GMACCM
33.01 Snowmass Village Mall 0.65% 0.84% 1 GMACCM
33.02 Gateway Center 0.33% 0.43% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 0.95% 1 1.23% 1 GMACCM
35 Independence- Raleigh 0.55% 1 0.71% 1 GMACCM
36 Independence- East Lansing 0.39% 1 0.51% 1 GMACCM
37 Ontario Plaza 0.87% 1 1.12% 1 GMACCM
38 One Shoreline Plaza 0.83% 1 1.07% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
CUT-OFF GENERAL DETAILED
ORIGINAL DATE PROPERTY PROPERTY
ID PROPERTY NAME BALANCE BALANCE TYPE TYPE
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 218,000,000 218,000,000 Retail Anchored
2 Kaiser Center 147,000,000 147,000,000 Office CBD
3 Private Mini Storage Portfolio 144,734,899 144,734,899 Self Storage Self Storage
3.01 Private Mini Storage Midtown 5,863,356 5,863,356 Self Storage Self Storage
3.02 Private Mini - Clairmont 5,692,918 5,692,918 Self Storage Self Storage
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont 5,670,169 5,670,169 Self Storage Self Storage
3.04 Private Mini - Rogerdale 5,516,893 5,516,893 Self Storage Self Storage
3.05 Private Mini Storage - Voss Road 5,429,714 5,429,714 Self Storage Self Storage
3.06 Private Mini - Dove Country 5,099,100 5,099,100 Self Storage Self Storage
3.07 Private Mini - Woodlands 5,036,777 5,036,777 Self Storage Self Storage
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi 4,791,693 4,791,693 Self Storage Self Storage
3.09 Private Mini Storage - Capital Circle 4,585,430 4,585,430 Self Storage Self Storage
3.10 Private Mini Storage - Burnet 4,500,384 4,500,384 Self Storage Self Storage
3.11 Private Mini - Phillips Highway 4,437,861 4,437,861 Self Storage Self Storage
3.12 Private Mini Storage - Lake Norman 4,157,151 4,157,151 Self Storage Self Storage
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park 3,897,454 3,897,454 Self Storage Self Storage
3.14 Private Mini Storage - Austin 3,872,129 3,872,129 Self Storage Self Storage
3.15 Private Mini Storage - Fort Walton 3,836,426 3,836,426 Self Storage Self Storage
3.16 Private Mini Storage - Blanding Boulevard 3,786,093 3,786,093 Self Storage Self Storage
3.17 Private Mini - Wurzbach 3,772,324 3,772,324 Self Storage Self Storage
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala 3,764,941 3,764,941 Self Storage Self Storage
3.19 Private Mini Storage - Birmingham 3,742,685 3,742,685 Self Storage Self Storage
3.20 Private Mini Storage - Fort Jackson 3,733,008 3,733,008 Self Storage Self Storage
3.21 Private Mini - Terrace Oaks 3,680,077 3,680,077 Self Storage Self Storage
3.22 Private Mini - Greenville 3,573,002 3,573,002 Self Storage Self Storage
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua 3,533,201 3,533,201 Self Storage Self Storage
3.24 Private Mini Storage - Pensacola 3,488,914 3,488,914 Self Storage Self Storage
3.25 Private Mini Storage - Clearlake 3,486,839 3,486,839 Self Storage Self Storage
3.26 Private Mini - Atlantic 3,470,892 3,470,892 Self Storage Self Storage
3.27 Private Mini - Dairy Ashford 3,470,523 3,470,523 Self Storage Self Storage
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain 3,269,346 3,269,346 Self Storage Self Storage
3.29 Private Mini Storage - Sharon Road 3,192,253 3,192,253 Self Storage Self Storage
3.30 Private Mini - Plano Allen 3,141,146 3,141,146 Self Storage Self Storage
3.31 Private Mini Storage - Vestavia Hills 3,049,391 3,049,391 Self Storage Self Storage
3.32 Private Mini Storage - Mooresville 3,014,647 3,014,647 Self Storage Self Storage
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher 2,820,634 2,820,634 Self Storage Self Storage
3.34 Private Mini - New Port Richey 2,527,861 2,527,861 Self Storage Self Storage
3.35 Private Mini Storage - Cedar Park 2,513,021 2,513,021 Self Storage Self Storage
3.36 Private Mini of Mobile 1,913,874 1,913,874 Self Storage Self Storage
3.37 Private Mini Storage I-26 at West Park 1,794,479 1,794,479 Self Storage Self Storage
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet 1,608,294 1,608,294 Self Storage Self Storage
4 General Motors Building 109,000,000 109,000,000 Office CBD
5 Longacre House 85,000,000 85,000,000 Multifamily Multifamily/Retail
6 One Colorado Shopping Center 71,010,000 71,010,000 Mixed Use Retail/Office
7 Loews Universal Hotel Portfolio 65,000,000 65,000,000 Hotel Full Service
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel 26,288,889 26,288,889 Hotel Full Service
7.02 Royal Pacific Hotel 22,100,000 22,100,000 Hotel Full Service
7.03 Hard Rock Hotel 16,611,111 16,611,111 Hotel Full Service
8 Tropicana Center 56,000,000 56,000,000 Retail Anchored
9 MacArthur Portfolio 52,000,000 52,000,000 Various Various
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street 12,496,583 12,496,583 Retail Unanchored
9.02 135 East 54th Street 12,082,005 12,082,005 Mixed Use Retail/Office
9.03 205 East 78th Street 7,521,640 7,521,640 Retail Unanchored
9.04 301 East 69th Street 7,343,964 7,343,964 Retail Unanchored
9.05 233 East 69th Street 4,915,718 4,915,718 Retail Unanchored
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard 4,382,688 4,382,688 Retail Unanchored
9.07 233 East 70th Street 3,257,403 3,257,403 Retail Unanchored
10 Communities at Southwood 50,000,000 50,000,000 Multifamily Conventional
11 888 South Figueroa 46,000,000 46,000,000 Office CBD
12 Ridge Crossings Apartments 46,000,000 46,000,000 Multifamily Conventional
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X 44,350,000 44,305,597 Multifamily Conventional
13.01 25-10 / 20-30 30th Road 9,104,967 9,095,851 Multifamily Conventional
13.02 86-06 35th Avenue 7,195,861 7,188,656 Multifamily Conventional
13.03 76-09 34th Avenue 6,902,152 6,895,242 Multifamily Conventional
13.04 85-05 35th Avenue 6,535,017 6,528,474 Multifamily Conventional
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway 6,461,589 6,455,120 Multifamily Conventional
13.06 32-86 33rd Street 4,258,775 4,254,511 Multifamily Conventional
13.07 86-20 Park Lane South 3,891,639 3,887,743 Multifamily Conventional
14 Glendale Shopping Center - Glendale, CA 44,000,000 44,000,000 Retail Anchored
15 The Bush Tower 42,000,000 42,000,000 Office CBD
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway 35,000,000 35,000,000 Mixed Use Retail/Office
17 San Brisas Apartments 33,600,000 33,600,000 Multifamily Conventional
18 Indian Trail Shopping Center 18,287,000 18,287,000 Retail Anchored
19 Walker Springs Community Shopping Center 8,000,000 8,000,000 Retail Anchored
20 High Point Center 5,520,000 5,520,000 Retail Anchored
- ------------------------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center 28,080,000 28,051,272 Office Medical
22 The Villas of Bristol Heights Apartments 28,000,000 28,000,000 Multifamily Conventional
23 2801 Alaskan Way 26,000,000 25,961,984 Mixed Use Retail/Office
24 Cornerstone Apartments 23,500,000 23,500,000 Multifamily Conventional
25 Hilton Suites - Phoenix 23,200,000 23,200,000 Hotel Full Service
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation 4,500,000 4,491,010 Retail Anchored
27 Petco - Canton 4,175,000 4,166,659 Retail Anchored
28 Petco - Boardman 3,925,000 3,917,158 Retail Anchored
29 Petco - Mentor 3,775,000 3,767,458 Retail Anchored
30 Petco - Pembroke Pines 3,375,000 3,368,257 Retail Anchored
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park 3,150,000 3,143,707 Retail Anchored
32 Village at Main Street Apartments 22,800,000 22,800,000 Multifamily Conventional
33 Snowmass Village Mall and Gateway Center 22,500,000 22,500,000 Mixed Use Retail/Office
33.01 Snowmass Village Mall 14,926,108 14,926,108 Mixed Use Retail/Office
33.02 Gateway Center 7,573,892 7,573,892 Mixed Use Retail/Office
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 22,000,000 21,728,658 Retail Anchored
35 Independence- Raleigh 12,500,000 12,500,000 Multifamily Conventional
36 Independence- East Lansing 9,000,000 9,000,000 Multifamily Conventional
37 Ontario Plaza 19,800,000 19,800,000 Retail Anchored
38 One Shoreline Plaza 19,000,000 19,000,000 Office CBD
- ------------------------------------------------------------------------------------------------------------------------------------
INTEREST ORIGINAL STATED REMAINING
INTEREST ADMINISTRATIVE ACCRUAL TERM TO MATURITY TERM TO MATURITY
ID PROPERTY NAME RATE (2) FEE RATE (3) BASIS OR ARD (MOS.) OR ARD (MOS.)
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 5.5127% 0.0308% 30/360 120 118
2 Kaiser Center 5.1100% 0.1008% Actual/360 120 119
3 Private Mini Storage Portfolio 5.8400% 0.0258% Actual/360 120 120
3.01 Private Mini Storage Midtown
3.02 Private Mini - Clairmont
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont
3.04 Private Mini - Rogerdale
3.05 Private Mini Storage - Voss Road
3.06 Private Mini - Dove Country
3.07 Private Mini - Woodlands
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi
3.09 Private Mini Storage - Capital Circle
3.10 Private Mini Storage - Burnet
3.11 Private Mini - Phillips Highway
3.12 Private Mini Storage - Lake Norman
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park
3.14 Private Mini Storage - Austin
3.15 Private Mini Storage - Fort Walton
3.16 Private Mini Storage - Blanding Boulevard
3.17 Private Mini - Wurzbach
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala
3.19 Private Mini Storage - Birmingham
3.20 Private Mini Storage - Fort Jackson
3.21 Private Mini - Terrace Oaks
3.22 Private Mini - Greenville
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua
3.24 Private Mini Storage - Pensacola
3.25 Private Mini Storage - Clearlake
3.26 Private Mini - Atlantic
3.27 Private Mini - Dairy Ashford
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain
3.29 Private Mini Storage - Sharon Road
3.30 Private Mini - Plano Allen
3.31 Private Mini Storage - Vestavia Hills
3.32 Private Mini Storage - Mooresville
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher
3.34 Private Mini - New Port Richey
3.35 Private Mini Storage - Cedar Park
3.36 Private Mini of Mobile
3.37 Private Mini Storage I-26 at West Park
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet
4 General Motors Building 5.2420% 0.0308% 30/360 60 54
5 Longacre House 4.9950% 0.0308% Actual/360 60 60
6 One Colorado Shopping Center 5.1000% 0.1008% Actual/360 120 120
7 Loews Universal Hotel Portfolio 4.7250% 0.0208% Actual/360 120 119
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel
7.02 Royal Pacific Hotel
7.03 Hard Rock Hotel
8 Tropicana Center 5.0200% 0.0658% Actual/360 120 119
9 MacArthur Portfolio 5.8700% 0.1008% Actual/360 180 180
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street
9.02 135 East 54th Street
9.03 205 East 78th Street
9.04 301 East 69th Street
9.05 233 East 69th Street
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard
9.07 233 East 70th Street
10 Communities at Southwood 5.3200% 0.1008% Actual/360 120 120
11 888 South Figueroa 5.2500% 0.0308% Actual/360 120 118
12 Ridge Crossings Apartments 5.0900% 0.1008% Actual/360 120 120
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X 5.2500% 0.0308% Actual/360 60 59
13.01 25-10 / 20-30 30th Road
13.02 86-06 35th Avenue
13.03 76-09 34th Avenue
13.04 85-05 35th Avenue
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway
13.06 32-86 33rd Street
13.07 86-20 Park Lane South
14 Glendale Shopping Center - Glendale, CA 5.2400% 0.0608% Actual/360 120 119
15 The Bush Tower 5.2000% 0.0308% Actual/360 120 119
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway 5.4750% 0.0308% Actual/360 120 117
17 San Brisas Apartments 5.3400% 0.0508% Actual/360 84 82
18 Indian Trail Shopping Center 5.2900% 0.0408% Actual/360 120 119
19 Walker Springs Community Shopping Center 5.2900% 0.0408% Actual/360 120 119
20 High Point Center 5.2900% 0.0408% Actual/360 120 119
- ------------------------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center 5.1600% 0.1008% Actual/360 120 119
22 The Villas of Bristol Heights Apartments 5.4300% 0.0608% Actual/360 120 118
23 2801 Alaskan Way 5.2850% 0.0308% Actual/360 120 119
24 Cornerstone Apartments 5.3100% 0.0608% Actual/360 60 58
25 Hilton Suites - Phoenix 5.4100% 0.0461% Actual/360 60 59
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation 5.6000% 0.0708% Actual/360 120 118
27 Petco - Canton 5.6000% 0.0708% Actual/360 120 118
28 Petco - Boardman 5.6000% 0.0708% Actual/360 120 118
29 Petco - Mentor 5.6000% 0.0708% Actual/360 120 118
30 Petco - Pembroke Pines 5.6000% 0.0708% Actual/360 120 118
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park 5.6000% 0.0708% Actual/360 120 118
32 Village at Main Street Apartments 5.4850% 0.0308% Actual/360 120 118
33 Snowmass Village Mall and Gateway Center 5.2200% 0.1008% Actual/360 60 58
33.01 Snowmass Village Mall
33.02 Gateway Center
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 5.9900% 0.1008% Actual/360 120 107
35 Independence- Raleigh 5.4600% 0.1008% Actual/360 121 121
36 Independence- East Lansing 5.4600% 0.1008% Actual/360 121 121
37 Ontario Plaza 5.3000% 0.1008% Actual/360 120 119
38 One Shoreline Plaza 5.2500% 0.1008% Actual/360 120 120
- ------------------------------------------------------------------------------------------------------------------------------------
ORIGINAL REMAINING FIRST MATURITY ANNUAL
AMORTIZATION AMORTIZATION PAYMENT DATE DEBT
ID PROPERTY NAME TERM (MOS.) TERM (MOS.) DATE OR ARD SERVICE (4)
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 0 0 7/1/2005 6/1/2015 12,017,782
2 Kaiser Center 0 0 8/1/2005 7/1/2015 7,616,029
3 Private Mini Storage Portfolio 360 360 9/1/2005 8/1/2015 10,235,121
3.01 Private Mini Storage Midtown
3.02 Private Mini - Clairmont
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont
3.04 Private Mini - Rogerdale
3.05 Private Mini Storage - Voss Road
3.06 Private Mini - Dove Country
3.07 Private Mini - Woodlands
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi
3.09 Private Mini Storage - Capital Circle
3.10 Private Mini Storage - Burnet
3.11 Private Mini - Phillips Highway
3.12 Private Mini Storage - Lake Norman
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park
3.14 Private Mini Storage - Austin
3.15 Private Mini Storage - Fort Walton
3.16 Private Mini Storage - Blanding Boulevard
3.17 Private Mini - Wurzbach
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala
3.19 Private Mini Storage - Birmingham
3.20 Private Mini Storage - Fort Jackson
3.21 Private Mini - Terrace Oaks
3.22 Private Mini - Greenville
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua
3.24 Private Mini Storage - Pensacola
3.25 Private Mini Storage - Clearlake
3.26 Private Mini - Atlantic
3.27 Private Mini - Dairy Ashford
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain
3.29 Private Mini Storage - Sharon Road
3.30 Private Mini - Plano Allen
3.31 Private Mini Storage - Vestavia Hills
3.32 Private Mini Storage - Mooresville
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher
3.34 Private Mini - New Port Richey
3.35 Private Mini Storage - Cedar Park
3.36 Private Mini of Mobile
3.37 Private Mini Storage I-26 at West Park
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet
4 General Motors Building 0 0 3/1/2005 2/1/2010 5,713,731
5 Longacre House 0 0 9/1/2005 8/1/2010 4,304,719
6 One Colorado Shopping Center 360 360 9/1/2005 8/1/2015 4,626,584
7 Loews Universal Hotel Portfolio 0 0 8/1/2005 7/1/2015 3,113,906
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel
7.02 Royal Pacific Hotel
7.03 Hard Rock Hotel
8 Tropicana Center 360 360 8/1/2005 7/1/2015 3,615,660
9 MacArthur Portfolio 360 360 9/1/2005 8/1/2020 3,689,202
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street
9.02 135 East 54th Street
9.03 205 East 78th Street
9.04 301 East 69th Street
9.05 233 East 69th Street
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard
9.07 233 East 70th Street
10 Communities at Southwood 360 360 9/1/2005 8/1/2015 3,339,284
11 888 South Figueroa 360 360 7/1/2005 6/1/2015 3,048,164
12 Ridge Crossings Apartments 0 0 9/1/2005 8/1/2015 2,373,919
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X 360 359 8/1/2005 7/1/2010 2,938,828
13.01 25-10 / 20-30 30th Road
13.02 86-06 35th Avenue
13.03 76-09 34th Avenue
13.04 85-05 35th Avenue
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway
13.06 32-86 33rd Street
13.07 86-20 Park Lane South
14 Glendale Shopping Center - Glendale, CA 360 360 8/1/2005 7/1/2015 2,912,366
15 The Bush Tower 0 0 8/1/2005 7/1/2015 2,214,333
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway 360 360 6/1/2005 5/1/2015 2,378,130
17 San Brisas Apartments 360 360 7/1/2005 6/1/2012 2,249,014
18 Indian Trail Shopping Center 300 300 8/1/2005 7/1/2015 1,320,197
19 Walker Springs Community Shopping Center 300 300 8/1/2005 7/1/2015 577,545
20 High Point Center 300 300 8/1/2005 7/1/2015 398,506
- ------------------------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center 360 359 8/1/2005 7/1/2015 1,841,967
22 The Villas of Bristol Heights Apartments 360 360 7/1/2005 6/1/2015 1,893,040
23 2801 Alaskan Way 300 299 8/1/2005 7/1/2015 1,876,101
24 Cornerstone Apartments 0 0 7/1/2005 6/1/2010 1,265,181
25 Hilton Suites - Phoenix 300 300 8/1/2005 7/1/2010 1,694,689
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation 360 358 7/1/2005 6/1/2015 310,003
27 Petco - Canton 360 358 7/1/2005 6/1/2015 287,614
28 Petco - Boardman 360 358 7/1/2005 6/1/2015 270,391
29 Petco - Mentor 360 358 7/1/2005 6/1/2015 260,058
30 Petco - Pembroke Pines 360 358 7/1/2005 6/1/2015 232,502
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park 360 358 7/1/2005 6/1/2015 217,002
32 Village at Main Street Apartments 360 360 7/1/2005 6/1/2015 1,550,897
33 Snowmass Village Mall and Gateway Center 360 360 7/1/2005 6/1/2010 1,485,937
33.01 Snowmass Village Mall
33.02 Gateway Center
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 360 347 8/1/2004 7/1/2014 1,581,117
35 Independence- Raleigh 300 300 9/1/2005 9/1/2015 917,552
36 Independence- East Lansing 300 300 9/1/2005 9/1/2015 660,637
37 Ontario Plaza 0 0 8/1/2005 7/1/2015 1,064,558
38 One Shoreline Plaza 324 324 9/1/2005 8/1/2015 1,317,822
- ------------------------------------------------------------------------------------------------------------------------------------
MONTHLY REMAINING
DEBT INTEREST ONLY ARD
ID PROPERTY NAME SERVICE (4) PERIOD (MOS.) (15) LOCKBOX (5) (YES/NO)
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 1,001,482 118 Hard No
2 Kaiser Center 634,669 119 Hard No
3 Private Mini Storage Portfolio 852,927 60 Soft No
3.01 Private Mini Storage Midtown
3.02 Private Mini - Clairmont
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont
3.04 Private Mini - Rogerdale
3.05 Private Mini Storage - Voss Road
3.06 Private Mini - Dove Country
3.07 Private Mini - Woodlands
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi
3.09 Private Mini Storage - Capital Circle
3.10 Private Mini Storage - Burnet
3.11 Private Mini - Phillips Highway
3.12 Private Mini Storage - Lake Norman
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park
3.14 Private Mini Storage - Austin
3.15 Private Mini Storage - Fort Walton
3.16 Private Mini Storage - Blanding Boulevard
3.17 Private Mini - Wurzbach
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala
3.19 Private Mini Storage - Birmingham
3.20 Private Mini Storage - Fort Jackson
3.21 Private Mini - Terrace Oaks
3.22 Private Mini - Greenville
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua
3.24 Private Mini Storage - Pensacola
3.25 Private Mini Storage - Clearlake
3.26 Private Mini - Atlantic
3.27 Private Mini - Dairy Ashford
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain
3.29 Private Mini Storage - Sharon Road
3.30 Private Mini - Plano Allen
3.31 Private Mini Storage - Vestavia Hills
3.32 Private Mini Storage - Mooresville
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher
3.34 Private Mini - New Port Richey
3.35 Private Mini Storage - Cedar Park
3.36 Private Mini of Mobile
3.37 Private Mini Storage I-26 at West Park
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet
4 General Motors Building 476,144 54 Hard No
5 Longacre House 358,727 60 Hard No
6 One Colorado Shopping Center 385,549 24 Hard No
7 Loews Universal Hotel Portfolio 259,492 119 Soft, Springing Hard No
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel
7.02 Royal Pacific Hotel
7.03 Hard Rock Hotel
8 Tropicana Center 301,305 35 Soft, Springing Hard No
9 MacArthur Portfolio 307,433 24 Hard No
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street
9.02 135 East 54th Street
9.03 205 East 78th Street
9.04 301 East 69th Street
9.05 233 East 69th Street
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard
9.07 233 East 70th Street
10 Communities at Southwood 278,274 48 Soft, Springing Hard No
11 888 South Figueroa 254,014 58 None No
12 Ridge Crossings Apartments 197,827 120 None No
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X 244,902 None No
13.01 25-10 / 20-30 30th Road
13.02 86-06 35th Avenue
13.03 76-09 34th Avenue
13.04 85-05 35th Avenue
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway
13.06 32-86 33rd Street
13.07 86-20 Park Lane South
14 Glendale Shopping Center - Glendale, CA 242,697 59 Hard No
15 The Bush Tower 184,528 119 None No
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway 198,178 57 Hard No
17 San Brisas Apartments 187,418 22 Soft No
18 Indian Trail Shopping Center 110,016 23 None No
19 Walker Springs Community Shopping Center 48,129 23 None No
20 High Point Center 33,209 23 None No
- ------------------------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center 153,497 None No
22 The Villas of Bristol Heights Apartments 157,753 34 None No
23 2801 Alaskan Way 156,342 Soft, Springing Hard No
24 Cornerstone Apartments 105,432 58 Soft, Springing Hard No
25 Hilton Suites - Phoenix 141,224 23 None No
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation 25,834 Hard No
27 Petco - Canton 23,968 Hard No
28 Petco - Boardman 22,533 Hard No
29 Petco - Mentor 21,671 Hard No
30 Petco - Pembroke Pines 19,375 Hard No
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park 18,083 Hard No
32 Village at Main Street Apartments 129,241 70 Soft, Springing Hard No
33 Snowmass Village Mall and Gateway Center 123,828 22 Hard No
33.01 Snowmass Village Mall
33.02 Gateway Center
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 131,760 None No
35 Independence- Raleigh 76,463 None No
36 Independence- East Lansing 55,053 None No
37 Ontario Plaza 88,713 119 None No
38 One Shoreline Plaza 109,819 36 Hard No
- ------------------------------------------------------------------------------------------------------------------------------------
CROSSED
WITH RELATED DSCR(4)(6) GRACE PAYMENT APPRAISED
ID PROPERTY NAME OTHER LOANS BORROWER (7)(8)(9)(10) PERIOD DATE VALUE (11)(12)
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center No 2.21 5 1 416,700,000
2 Kaiser Center No 1.61 5 1 210,000,000
3 Private Mini Storage Portfolio No 1.42 5 1 225,425,000
3.01 Private Mini Storage Midtown 8,290,000
3.02 Private Mini - Clairmont 8,630,000
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont 7,250,000
3.04 Private Mini - Rogerdale 6,900,000
3.05 Private Mini Storage - Voss Road 7,670,000
3.06 Private Mini - Dove Country 7,900,000
3.07 Private Mini - Woodlands 6,850,000
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi 6,770,000
3.09 Private Mini Storage - Capital Circle 6,740,000
3.10 Private Mini Storage - Burnet 6,360,000
3.11 Private Mini - Phillips Highway 5,900,000
3.12 Private Mini Storage - Lake Norman 5,600,000
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park 5,170,000
3.14 Private Mini Storage - Austin 5,350,000
3.15 Private Mini Storage - Fort Walton 5,600,000
3.16 Private Mini Storage - Blanding Boulevard 5,340,000
3.17 Private Mini - Wurzbach 5,430,000
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala 5,210,000
3.19 Private Mini Storage - Birmingham 4,710,000
3.20 Private Mini Storage - Fort Jackson 5,400,000
3.21 Private Mini - Terrace Oaks 4,900,000
3.22 Private Mini - Greenville 4,890,000
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua 4,750,000
3.24 Private Mini Storage - Pensacola 5,350,000
3.25 Private Mini Storage - Clearlake 5,720,000
3.26 Private Mini - Atlantic 4,830,000
3.27 Private Mini - Dairy Ashford 4,640,000
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain 4,550,000
3.29 Private Mini Storage - Sharon Road 4,710,000
3.30 Private Mini - Plano Allen 4,520,000
3.31 Private Mini Storage - Vestavia Hills 4,010,000
3.32 Private Mini Storage - Mooresville 4,300,000
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher 3,590,000
3.34 Private Mini - New Port Richey 3,330,000
3.35 Private Mini Storage - Cedar Park 3,700,000
3.36 Private Mini of Mobile 2,800,000
3.37 Private Mini Storage I-26 at West Park 3,680,000
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet 2,960,000
4 General Motors Building No Yes - 1 2.38 6 1 1,650,000,000
5 Longacre House No Yes - 1 1.42 6 1 111,000,000
6 One Colorado Shopping Center No 1.33 5 1 110,000,000
7 Loews Universal Hotel Portfolio No 3.61 5 1 757,000,000
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel 280,000,000
7.02 Royal Pacific Hotel 261,000,000
7.03 Hard Rock Hotel 216,000,000
8 Tropicana Center No 1.20 5 1 66,000,000
9 MacArthur Portfolio No 1.23 5 1 87,800,000
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street 21,100,000
9.02 135 East 54th Street 20,400,000
9.03 205 East 78th Street 12,700,000
9.04 301 East 69th Street 12,400,000
9.05 233 East 69th Street 8,300,000
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard 7,400,000
9.07 233 East 70th Street 5,500,000
10 Communities at Southwood No 1.42 5 1 66,600,000
11 888 South Figueroa No 1.20 5 1 66,000,000
12 Ridge Crossings Apartments No 1.54 5 1 57,500,000
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X No Yes - 2 1.25 5 1 60,400,000
13.01 25-10 / 20-30 30th Road 12,400,000
13.02 86-06 35th Avenue 9,800,000
13.03 76-09 34th Avenue 9,400,000
13.04 85-05 35th Avenue 8,900,000
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway 8,800,000
13.06 32-86 33rd Street 5,800,000
13.07 86-20 Park Lane South 5,300,000
14 Glendale Shopping Center - Glendale, CA No 1.30 5 1 55,000,000
15 The Bush Tower No 1.74 5 1 62,500,000
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway No 1.25 5 1 44,600,000
17 San Brisas Apartments No 1.36 5 1 48,300,000
18 Indian Trail Shopping Center Yes Yes - 5 1.32 5 1 24,000,000
19 Walker Springs Community Shopping Center Yes Yes - 5 1.32 5 1 10,000,000
20 High Point Center Yes Yes - 5 1.32 5 1 6,900,000
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21 Robertson Medical Center No 1.69 5 1 44,500,000
22 The Villas of Bristol Heights Apartments No Yes - 3 1.20 5 1 35,040,000
23 2801 Alaskan Way No 1.31 5 1 37,500,000
24 Cornerstone Apartments No Yes - 4 1.55 5 1 30,500,000
25 Hilton Suites - Phoenix No 1.44 5 1 31,700,000
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation Yes Yes - 10 1.28 5 1 6,280,000
27 Petco - Canton Yes Yes - 10 1.28 5 1 5,700,000
28 Petco - Boardman Yes Yes - 10 1.28 5 1 5,325,000
29 Petco - Mentor Yes Yes - 10 1.28 5 1 5,210,000
30 Petco - Pembroke Pines Yes Yes - 10 1.28 5 1 4,830,000
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park Yes Yes - 10 1.28 5 1 4,200,000
32 Village at Main Street Apartments No 1.20 5 1 31,500,000
33 Snowmass Village Mall and Gateway Center No 1.36 5 1 30,450,000
33.01 Snowmass Village Mall 20,200,000
33.02 Gateway Center 10,250,000
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza No 1.28 5 1 28,000,000
35 Independence- Raleigh Yes Yes - 11 1.46 5 1 17,430,000
36 Independence- East Lansing Yes Yes - 11 1.46 5 1 12,350,000
37 Ontario Plaza No 1.54 5 1 26,750,000
38 One Shoreline Plaza No 1.32 5 1 26,200,000
- ------------------------------------------------------------------------------------------------------------------------------------
CUT-OFF
DATE LTV LTV RATIO AT
ID PROPERTY NAME RATIO(6)(8)(9)(10) MATURITY/ARD(6)(9)(10) ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 52.32% 52.32% 500 Lakewood Center Mall
2 Kaiser Center 70.00% 70.00% 300 Lakeside Drive
3 Private Mini Storage Portfolio 64.21% 59.93% Various
3.01 Private Mini Storage Midtown 2420 Louisiana Street
3.02 Private Mini - Clairmont 2885 Clairmont Road NE
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont 2175 Piedmont Road
3.04 Private Mini - Rogerdale 2890 West Sam Houston Parkway
3.05 Private Mini Storage - Voss Road 2305 South Voss Road
3.06 Private Mini - Dove Country 603 Murphy Road
3.07 Private Mini - Woodlands 24540 Interstate 45
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi 5129 Kostoryz Road
3.09 Private Mini Storage - Capital Circle 2554 Capital Circle NE
3.10 Private Mini Storage - Burnet 6610 Burnett Road
3.11 Private Mini - Phillips Highway 3435 Phillips Highway
3.12 Private Mini Storage - Lake Norman 19116 Statesville Road
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park 4015 Park Boulevard
3.14 Private Mini Storage - Austin 1032 East 46th Street
3.15 Private Mini Storage - Fort Walton 395 Mary Esther Cut-off
3.16 Private Mini Storage - Blanding Boulevard 8155 Blanding Boulevard
3.17 Private Mini - Wurzbach 3817 Parkdale Street
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala 505 S.W. 17th Street
3.19 Private Mini Storage - Birmingham 540 Valley Avenue
3.20 Private Mini Storage - Fort Jackson 5604 Forest Drive
3.21 Private Mini - Terrace Oaks 3220 FM 1960 West
3.22 Private Mini - Greenville 7043 Greenville Avenue
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua 12475 Gulf Freeway
3.24 Private Mini Storage - Pensacola 7835 North Davis Highway
3.25 Private Mini Storage - Clearlake 16250 Old Galveston Road
3.26 Private Mini - Atlantic 9411 Atlantic Boulevard
3.27 Private Mini - Dairy Ashford 2415 South Dairy Ashford Road
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain 24 Roper Mountain Road
3.29 Private Mini Storage - Sharon Road 1400 Sharon Road West
3.30 Private Mini - Plano Allen 3901 North Central Expressway
3.31 Private Mini Storage - Vestavia Hills 1420 Montgomery Highway
3.32 Private Mini Storage - Mooresville 304 West Plaza Drive
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher 2180 South Belcher Road
3.34 Private Mini - New Port Richey 6118 U.S. Highway 19N
3.35 Private Mini Storage - Cedar Park 700 South Bell Boulevard
3.36 Private Mini of Mobile 3755 Airport Boulevard
3.37 Private Mini Storage I-26 at West Park 3754 Fernandina Road
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet 10811 Bissonnet Street
4 General Motors Building 43.27% 43.27% 767 Fifth Avenue
5 Longacre House 76.58% 76.58% 305 West 50th Street
6 One Colorado Shopping Center 64.55% 56.00% One Colorado Boulevard
7 Loews Universal Hotel Portfolio 52.84% 52.84% Various
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel 5601 Universal Boulevard
7.02 Royal Pacific Hotel 6300 Hollywood Way
7.03 Hard Rock Hotel 5800 Universal Boulevard
8 Tropicana Center 78.79% 69.08% 3035-3375 East Tropicana Avenue
9 MacArthur Portfolio 59.23% 46.04% Various
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street 305 East 72nd Street
9.02 135 East 54th Street 135 East 54th Street
9.03 205 East 78th Street 205 East 78th Street
9.04 301 East 69th Street 301 East 69th Street
9.05 233 East 69th Street 233 East 69th Street
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard 125-10 Queens Boulevard
9.07 233 East 70th Street 233 East 70th Street
10 Communities at Southwood 75.08% 68.27% 4602-C Southwood Parkway
11 888 South Figueroa 65.91% 60.73% 888 South Figueroa Street
12 Ridge Crossings Apartments 80.00% 80.00% 100 Tree Crossing Parkway
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X 73.35% 67.97% Various
13.01 25-10 / 20-30 30th Road 25-10 / 20-30 30th Road
13.02 86-06 35th Avenue 86-06 35th Avenue
13.03 76-09 34th Avenue 76-09 34th Avenue
13.04 85-05 35th Avenue 85-05 35th Avenue
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway 85-50 Forest Parkway
13.06 32-86 33rd Street 32-86 33rd Street
13.07 86-20 Park Lane South 86-20 Park Lane South
14 Glendale Shopping Center - Glendale, CA 80.00% 74.05% 106-146 South Brand Boulevard
15 The Bush Tower 67.20% 67.20% 130 West 42nd Street
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway 78.48% 72.88% 1710 Broadway
17 San Brisas Apartments 69.57% 64.49% 2020 Eldridge Parkway
18 Indian Trail Shopping Center 77.77% 63.42% 5603-6011 Preston Highway
19 Walker Springs Community Shopping Center 77.77% 63.42% 8427 Kingston Pike
20 High Point Center 77.77% 63.42% 3018 Highpoint Road
- ------------------------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center 63.04% 52.15% 200 and 250 North Robertson Boulevard
22 The Villas of Bristol Heights Apartments 79.91% 71.38% 12041 Dessau Road
23 2801 Alaskan Way 69.23% 52.38% 2801 Alaskan Way
24 Cornerstone Apartments 77.05% 77.05% 2409 South Conway Road
25 Hilton Suites - Phoenix 73.19% 68.87% 10 East Thomas Road
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation 72.45% 60.83% 8111 West Broward Boulevard
27 Petco - Canton 72.45% 60.83% 4824 Whipple Avenue NW
28 Petco - Boardman 72.45% 60.83% 317 Boardman Poland Road
29 Petco - Mentor 72.45% 60.83% 7721 Mentor Avenue
30 Petco - Pembroke Pines 72.45% 60.83% 12251 Pines Boulevard
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park 72.45% 60.83% 11620 West 95th Street
32 Village at Main Street Apartments 72.38% 68.38% 30050 Town Center Loop West
33 Snowmass Village Mall and Gateway Center 73.89% 70.76% Various
33.01 Snowmass Village Mall 56 Upper Village Mall
33.02 Gateway Center 45 Daly Lane
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 77.60% 66.61% 122 Cranbrook Road
35 Independence- Raleigh 72.20% 54.69% 3133 Charles B. Root Wynd
36 Independence- East Lansing 72.20% 54.69% 2530 Marfitt Road
37 Ontario Plaza 74.02% 74.02% 920-1070 North Mountain Avenue
38 One Shoreline Plaza 72.52% 62.64% 800 North Shoreline Boulevard
- ------------------------------------------------------------------------------------------------------------------------------------
YEAR
ID PROPERTY NAME CITY COUNTY STATE ZIP CODE BUILT
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center Lakewood Los Angeles CA 90712 1951
2 Kaiser Center Oakland Alameda CA 94612 1960
3 Private Mini Storage Portfolio Various Various Various Various 1987-2001
3.01 Private Mini Storage Midtown Houston Harris TX 77006 1999
3.02 Private Mini - Clairmont Atlanta DeKalb GA 30329 2000-2001
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont Atlanta Fulton GA 30324 2001
3.04 Private Mini - Rogerdale Houston Harris TX 77042 2000
3.05 Private Mini Storage - Voss Road Houston Harris TX 77057 1989
3.06 Private Mini - Dove Country Stafford Fort Bend TX 77477 1999
3.07 Private Mini - Woodlands Spring Montgomery TX 77836 1999
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi Corpus Christi Nueces TX 78415 1989
3.09 Private Mini Storage - Capital Circle Tallahassee Leon FL 32308 2000
3.10 Private Mini Storage - Burnet Austin Travis TX 78757 2000
3.11 Private Mini - Phillips Highway Jacksonville Duval FL 32207 1990
3.12 Private Mini Storage - Lake Norman Cornelius Mecklenburg NC 28031 2001
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park Pinellas Park Pinellas FL 33781 1991
3.14 Private Mini Storage - Austin Austin Travis TX 78751 1989
3.15 Private Mini Storage - Fort Walton Fort Walton Beach Okaloosa FL 32548 1990
3.16 Private Mini Storage - Blanding Boulevard Jacksonville Duval FL 32244 1991
3.17 Private Mini - Wurzbach San Antonio Bexar TX 78229 1992
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala Ocala Marion FL 34474 1990
3.19 Private Mini Storage - Birmingham Birmingham Jefferson AL 35209 1992
3.20 Private Mini Storage - Fort Jackson Columbia Richland SC 29206 2000
3.21 Private Mini - Terrace Oaks Houston Harris TX 77068 1995
3.22 Private Mini - Greenville Dallas Dallas TX 75231 1995
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua Houston Harris TX 77034 1990
3.24 Private Mini Storage - Pensacola Pensacola Escambia FL 32514 1990
3.25 Private Mini Storage - Clearlake Webster Harris TX 77598 1989
3.26 Private Mini - Atlantic Jacksonville Duval FL 32225 1991
3.27 Private Mini - Dairy Ashford Houston Harris TX 77077 2001
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain Greenville Greenville SC 29607 2000
3.29 Private Mini Storage - Sharon Road Charlotte Mecklenburg NC 28210 2000
3.30 Private Mini - Plano Allen Plano Collin TX 75023 2000
3.31 Private Mini Storage - Vestavia Hills Vestavia Hills Jefferson AL 35216 2000
3.32 Private Mini Storage - Mooresville Mooresville Iredell NC 28117 2001
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher Largo Pinellas FL 33771 1989
3.34 Private Mini - New Port Richey New Port Richey Pasco FL 34652 1991
3.35 Private Mini Storage - Cedar Park Cedar Park Williamson TX 78613 1999
3.36 Private Mini of Mobile Mobile Mobile AL 36608 1987
3.37 Private Mini Storage I-26 at West Park Columbia Lexington SC 29210 2000
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet Houston Harris TX 77099 1989
4 General Motors Building New York New York NY 10153 1968
5 Longacre House New York New York NY 10019 1997
6 One Colorado Shopping Center Pasadena Los Angeles CA 91103 1890-1920's
7 Loews Universal Hotel Portfolio Orlando Orange FL 32819 Various
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel Orlando Orange FL 32819 1999
7.02 Royal Pacific Hotel Orlando Orange FL 32819 2002
7.03 Hard Rock Hotel Orlando Orange FL 32819 2001
8 Tropicana Center Las Vegas Clark NV 89120 1991
9 MacArthur Portfolio Various Various NY Various Various
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street New York New York NY 10021 1958
9.02 135 East 54th Street New York New York NY 10022 1950
9.03 205 East 78th Street New York New York NY 10021 1931
9.04 301 East 69th Street New York New York NY 10021 1963
9.05 233 East 69th Street New York New York NY 10021 1957
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard Kew Gardens Queens NY 11415 1960
9.07 233 East 70th Street New York New York NY 10021 1957
10 Communities at Southwood Richmond Richmond VA 23224 1970 and 1979
11 888 South Figueroa Los Angeles Los Angeles CA 90017 1990
12 Ridge Crossings Apartments Hoover Jefferson AL 35244 1992, 1994, 1997
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X Various Queens NY Various 1926-1953
13.01 25-10 / 20-30 30th Road Astoria Queens NY 11102 1935
13.02 86-06 35th Avenue Jackson Heights Queens NY 11372 1953
13.03 76-09 34th Avenue Jackson Heights Queens NY 11372 1937
13.04 85-05 35th Avenue Jackson Heights Queens NY 11372 1952
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway Woodhaven Queens NY 11421 1926
13.06 32-86 33rd Street Astoria Queens NY 11106 1930
13.07 86-20 Park Lane South Woodhaven Queens NY 11421 1952
14 Glendale Shopping Center - Glendale, CA Glendale Los Angeles CA 91204 1998
15 The Bush Tower New York New York NY 10036 1917
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway New York New York NY 10019 1918
17 San Brisas Apartments Houston Harris TX 77077 2003
18 Indian Trail Shopping Center Louisville Jefferson KY 40219 1957-1958
19 Walker Springs Community Shopping Center Knoxville Knox TN 37919 1972
20 High Point Center Greensboro Guilford KY 27403 1972
- ------------------------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center Beverly Hills Los Angeles CA 90211 1986
22 The Villas of Bristol Heights Apartments Austin Travis TX 78754 2003
23 2801 Alaskan Way Seattle King WA 98121 1902
24 Cornerstone Apartments Orlando Orange FL 32812 1986
25 Hilton Suites - Phoenix Phoenix Maricopa AZ 85012 1989-1990
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation Plantation Broward FL 33324 1990
27 Petco - Canton Canton Stark OH 44718 1988
28 Petco - Boardman Boardman Mahoning OH 44512 1986
29 Petco - Mentor Mentor Lake OH 44060 1987
30 Petco - Pembroke Pines Pembroke Pines Broward FL 33324 1994
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park Overland Park Johnson KS 66214 1988
32 Village at Main Street Apartments Wilsonville Clackamas OR 97070 1998
33 Snowmass Village Mall and Gateway Center Snowmass Village Pitkin CO 81615 Various
33.01 Snowmass Village Mall Snowmass Village Pitkin CO 81615 1967
33.02 Gateway Center Snowmass Village Pitkin CO 81615 1988
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza Cockeysville Baltimore MD 21030 1969 and 1977
35 Independence- Raleigh Raleigh Wake NC 27612 1990
36 Independence- East Lansing East Lansing Ingham MI 48823 1988
37 Ontario Plaza Ontario San Bernardino CA 91762 1998
38 One Shoreline Plaza Corpus Christi Nueces TX 78401 1988
- ------------------------------------------------------------------------------------------------------------------------------------
NET UNITS LOAN PER NET PREPAYMENT
YEAR RENTABLE AREA OF RENTABLE AREA PROVISIONS
ID PROPERTY NAME RENOVATED SF/UNITS MEASURE SF/UNITS(6)(9) (# OF PAYMENTS)(13)(14)
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 2001 1,885,129 Sq. Ft. 115.64 L(26);D(90);O(4)
2 Kaiser Center 2005 913,428 Sq. Ft. 160.93 L(25);D(92);O(3)
3 Private Mini Storage Portfolio 22,863 Units 6,330.53 L(24);D(92);O(4)
3.01 Private Mini Storage Midtown 730 Units
3.02 Private Mini - Clairmont 643 Units
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont 627 Units
3.04 Private Mini - Rogerdale 656 Units
3.05 Private Mini Storage - Voss Road 557 Units
3.06 Private Mini - Dove Country 706 Units
3.07 Private Mini - Woodlands 777 Units
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi 691 Units
3.09 Private Mini Storage - Capital Circle 477 Units
3.10 Private Mini Storage - Burnet 673 Units
3.11 Private Mini - Phillips Highway 648 Units
3.12 Private Mini Storage - Lake Norman 593 Units
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park 629 Units
3.14 Private Mini Storage - Austin 574 Units
3.15 Private Mini Storage - Fort Walton 518 Units
3.16 Private Mini Storage - Blanding Boulevard 691 Units
3.17 Private Mini - Wurzbach 585 Units
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala 592 Units
3.19 Private Mini Storage - Birmingham 583 Units
3.20 Private Mini Storage - Fort Jackson 592 Units
3.21 Private Mini - Terrace Oaks 524 Units
3.22 Private Mini - Greenville 644 Units
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua 585 Units
3.24 Private Mini Storage - Pensacola 618 Units
3.25 Private Mini Storage - Clearlake 632 Units
3.26 Private Mini - Atlantic 678 Units
3.27 Private Mini - Dairy Ashford 537 Units
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain 505 Units
3.29 Private Mini Storage - Sharon Road 587 Units
3.30 Private Mini - Plano Allen 516 Units
3.31 Private Mini Storage - Vestavia Hills 555 Units
3.32 Private Mini Storage - Mooresville 491 Units
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher 586 Units
3.34 Private Mini - New Port Richey 665 Units
3.35 Private Mini Storage - Cedar Park 515 Units
3.36 Private Mini of Mobile 544 Units
3.37 Private Mini Storage I-26 at West Park 543 Units
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet 596 Units
4 General Motors Building 2005 1,905,103 Sq. Ft. 374.78 L(30);D(25);O(5)
5 Longacre House 293 Units 290,102.39 L(24);D(32);O(4)
6 One Colorado Shopping Center 1992 260,619 Sq. Ft. 272.47 L(24);D(91);O(5)
7 Loews Universal Hotel Portfolio 2,400 Rooms 166,666.67 L(25);D(91);O(4)
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel 750 Rooms
7.02 Royal Pacific Hotel 1,000 Rooms
7.03 Hard Rock Hotel 650 Rooms
8 Tropicana Center 578,051 Sq. Ft. 96.88 L(25);D(91);O(4)
9 MacArthur Portfolio 68,431 Sq. Ft. 759.89 L(24);D(151);O(5)
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street 12,163 Sq. Ft.
9.02 135 East 54th Street 17,412 Sq. Ft.
9.03 205 East 78th Street 7,466 Sq. Ft.
9.04 301 East 69th Street 7,798 Sq. Ft.
9.05 233 East 69th Street 5,681 Sq. Ft.
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard 14,480 Sq. Ft.
9.07 233 East 70th Street 3,431 Sq. Ft.
10 Communities at Southwood 2004 1,286 Units 38,880.25 L(24);D(92);O(4)
11 888 South Figueroa 408,284 Sq. Ft. 112.67 L(26);D(87);O(7)
12 Ridge Crossings Apartments 720 Units 63,888.89 L(24);D(92);O(4)
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X 573 Units 77,322.16 L(25);D(28);O(7)
13.01 25-10 / 20-30 30th Road 117 Units
13.02 86-06 35th Avenue 89 Units
13.03 76-09 34th Avenue 83 Units
13.04 85-05 35th Avenue 90 Units
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway 83 Units
13.06 32-86 33rd Street 64 Units
13.07 86-20 Park Lane South 47 Units
14 Glendale Shopping Center - Glendale, CA 158,729 Sq. Ft. 277.20 L(25);D(91);O(4)
15 The Bush Tower 210,107 Sq. Ft. 199.90 L(25);D(88);O(7)
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway 2003 68,285 Sq. Ft. 512.56 L(27);D(89);O(4)
17 San Brisas Apartments 312 Units 107,692.31 L(36);D(44);O(4)
18 Indian Trail Shopping Center 2003 297,825 Sq. Ft. 54.47 L(36);D(80);O(4)
19 Walker Springs Community Shopping Center 1998 160,119 Sq. Ft. 54.47 L(36);D(80);O(4)
20 High Point Center 2002 125,965 Sq. Ft. 54.47 L(36);D(80);O(4)
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21 Robertson Medical Center 106,624 Sq. Ft. 263.09 L(25);D(91);O(4)
22 The Villas of Bristol Heights Apartments 351 Units 79,772.08 L(35);YM1(81);O(4)
23 2801 Alaskan Way 2000 105,358 Sq. Ft. 246.42 L(25);D(91);O(4)
24 Cornerstone Apartments 430 Units 54,651.16 L(26);D(30);O(4)
25 Hilton Suites - Phoenix 2004 226 Rooms 102,654.87 L(25);D(31);O(4)
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26 Petco - Plantation 2004 22,000 Sq. Ft. 184.63 L(36);D(80);O(4)
27 Petco - Canton 2004 22,009 Sq. Ft. 184.63 L(36);D(80);O(4)
28 Petco - Boardman 2004 22,000 Sq. Ft. 184.63 L(36);D(80);O(4)
29 Petco - Mentor 2004 20,000 Sq. Ft. 184.63 L(36);D(80);O(4)
30 Petco - Pembroke Pines 2005 15,775 Sq. Ft. 184.63 L(36);D(80);O(4)
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31 Petco - Overland Park 2004 22,000 Sq. Ft. 184.63 L(36);D(80);O(4)
32 Village at Main Street Apartments 232 Units 98,275.86 L(26);D(89);O(5)
33 Snowmass Village Mall and Gateway Center 77,294 Sq. Ft. 291.10 L(26);D(30);O(4)
33.01 Snowmass Village Mall 56,257 Sq. Ft.
33.02 Gateway Center 21,037 Sq. Ft.
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 158,982 Sq. Ft. 136.67 L(35);D(81);O(4)
35 Independence- Raleigh 168 Units 67,187.50 L(24);D(94);O(3)
36 Independence- East Lansing 152 Units 67,187.50 L(24);D(94);O(3)
37 Ontario Plaza 149,721 Sq. Ft. 132.25 L(25);D(91);O(4)
38 One Shoreline Plaza 363,102 Sq. Ft. 52.33 L(24);D(94);O(2)
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FOURTH FOURTH THIRD THIRD MOST SECOND
MOST RECENT RECENT NOI MOST RECENT RECENT NOI MOST RECENT
ID PROPERTY NAME NOI DATE NOI DATE NOI
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 23,727,036 12/31/2002 24,925,866 12/31/2003 26,127,185
2 Kaiser Center 8,330,399 12/31/2003 7,062,882
3 Private Mini Storage Portfolio 12,613,470 12/31/2003 13,924,172
3.01 Private Mini Storage Midtown 537,871 12/31/2003 548,746
3.02 Private Mini - Clairmont 465,116 12/31/2003 530,384
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3.03 Private Mini - Piedmont 304,041 12/31/2003 490,298
3.04 Private Mini - Rogerdale 454,538 12/31/2003 554,709
3.05 Private Mini Storage - Voss Road 541,768 12/31/2003 543,605
3.06 Private Mini - Dove Country 495,942 12/31/2003 499,482
3.07 Private Mini - Woodlands 503,971 12/31/2003 465,914
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3.08 Private Mini Storage - Corpus Christi 558,553 12/31/2003 487,596
3.09 Private Mini Storage - Capital Circle 467,208 12/31/2003 460,174
3.10 Private Mini Storage - Burnet 370,769 12/31/2003 446,082
3.11 Private Mini - Phillips Highway 410,973 12/31/2003 415,965
3.12 Private Mini Storage - Lake Norman 220,503 12/31/2003 367,811
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3.13 Private Mini of Pinellas Park 326,042 12/31/2003 355,871
3.14 Private Mini Storage - Austin 374,141 12/31/2003 380,621
3.15 Private Mini Storage - Fort Walton 406,503 12/31/2003 379,390
3.16 Private Mini Storage - Blanding Boulevard 389,456 12/31/2003 394,820
3.17 Private Mini - Wurzbach 372,848 12/31/2003 377,838
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3.18 Private Mini - Ocala 294,900 12/31/2003 363,188
3.19 Private Mini Storage - Birmingham 300,580 12/31/2003 328,851
3.20 Private Mini Storage - Fort Jackson 329,531 12/31/2003 377,049
3.21 Private Mini - Terrace Oaks 344,115 12/31/2003 340,103
3.22 Private Mini - Greenville 378,517 12/31/2003 348,244
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3.23 Private Mini Storage - Fuqua 378,667 12/31/2003 356,924
3.24 Private Mini Storage - Pensacola 248,621 12/31/2003 308,699
3.25 Private Mini Storage - Clearlake 396,742 12/31/2003 382,237
3.26 Private Mini - Atlantic 315,307 12/31/2003 346,076
3.27 Private Mini - Dairy Ashford 258,481 12/31/2003 335,917
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3.28 Private Mini Storage- Roper Mountain 243,806 12/31/2003 326,009
3.29 Private Mini Storage - Sharon Road 160,561 12/31/2003 296,825
3.30 Private Mini - Plano Allen 273,369 12/31/2003 294,524
3.31 Private Mini Storage - Vestavia Hills 182,085 12/31/2003 282,923
3.32 Private Mini Storage - Mooresville 113,759 12/31/2003 217,184
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3.33 Private Mini of Belcher 190,423 12/31/2003 252,451
3.34 Private Mini - New Port Richey 193,037 12/31/2003 226,495
3.35 Private Mini Storage - Cedar Park 235,956 12/31/2003 249,386
3.36 Private Mini of Mobile 189,157 12/31/2003 201,304
3.37 Private Mini Storage I-26 at West Park 139,985 12/31/2003 200,052
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3.38 Private Mini Storage - Bissonnet 245,628 12/31/2003 190,425
4 General Motors Building 67,618,129 12/31/2002 63,266,487 12/31/2003
5 Longacre House 6,535,628 12/31/2002 6,297,453 12/31/2003 6,600,411
6 One Colorado Shopping Center 5,501,980 12/31/2002 5,226,421 12/31/2003 5,675,001
7 Loews Universal Hotel Portfolio 40,773,377 12/31/2002 59,422,164 12/31/2003 69,462,505
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel 21,122,906 12/31/2002 20,175,802 12/31/2003 23,601,570
7.02 Royal Pacific Hotel 7,156,488 12/31/2002 24,845,688 12/31/2003 27,192,845
7.03 Hard Rock Hotel 12,493,983 12/31/2002 14,400,674 12/31/2003 18,668,090
8 Tropicana Center 3,625,072 12/31/2002 4,052,470 3/31/2003 3,642,663
9 MacArthur Portfolio 3,613,208 12/31/2002 3,732,794 12/31/2003 4,241,277
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street 664,657 12/31/2002 801,766 12/31/2003 932,447
9.02 135 East 54th Street 964,529 12/31/2002 1,119,232 12/31/2003 1,278,860
9.03 205 East 78th Street 503,202 12/31/2002 407,111 12/31/2003 542,965
9.04 301 East 69th Street 516,679 12/31/2002 520,224 12/31/2003 633,542
9.05 233 East 69th Street 390,865 12/31/2002 419,036 12/31/2003 434,654
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard 310,102 12/31/2002 227,571 12/31/2003 138,084
9.07 233 East 70th Street 263,173 12/31/2002 237,854 12/31/2003 280,725
10 Communities at Southwood
11 888 South Figueroa 2,491,321 12/31/2003 2,967,254
12 Ridge Crossings Apartments 3,563,220 12/31/2003 3,560,881
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13 Wiener Apartment Portfolio X 3,230,996 12/31/2002 3,087,963 12/31/2003 3,265,238
13.01 25-10 / 20-30 30th Road 623,704 12/31/2002 618,414 12/31/2003 702,947
13.02 86-06 35th Avenue 574,790 12/31/2002 556,026 12/31/2003 563,587
13.03 76-09 34th Avenue 500,212 12/31/2002 480,967 12/31/2003 548,884
13.04 85-05 35th Avenue 524,427 12/31/2002 514,359 12/31/2003 509,790
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13.05 85-50 Forest Parkway 419,740 12/31/2002 401,586 12/31/2003 395,693
13.06 32-86 33rd Street 325,169 12/31/2002 294,323 12/31/2003 302,746
13.07 86-20 Park Lane South 262,952 12/31/2002 222,287 12/31/2003 241,592
14 Glendale Shopping Center - Glendale, CA 4,230,948 12/31/2003 4,100,962
15 The Bush Tower 3,531,791 12/31/2002 3,491,902 12/31/2003 3,818,991
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16 1710 Broadway 710,801
17 San Brisas Apartments 617,320
18 Indian Trail Shopping Center 1,903,934
19 Walker Springs Community Shopping Center 836,342 12/31/2003 692,356
20 High Point Center 268,784
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21 Robertson Medical Center 2,974,835 12/31/2002 2,915,853 12/31/2003 2,941,289
22 The Villas of Bristol Heights Apartments
23 2801 Alaskan Way 2,459,284 12/31/2002 2,422,511 12/31/2003 2,585,129
24 Cornerstone Apartments 1,794,755 12/31/2002 1,734,541 12/31/2003 1,698,555
25 Hilton Suites - Phoenix 2,434,870 12/31/2002 2,610,942 12/31/2003 2,714,678
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26 Petco - Plantation
27 Petco - Canton
28 Petco - Boardman
29 Petco - Mentor
30 Petco - Pembroke Pines
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park
32 Village at Main Street Apartments 1,928,549 12/31/2003 1,785,841
33 Snowmass Village Mall and Gateway Center 1,885,977
33.01 Snowmass Village Mall 1,144,034
33.02 Gateway Center 741,943
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34 Yorktowne Plaza 1,968,227 12/31/2002 2,152,592 12/31/2003 2,232,581
35 Independence- Raleigh 900,191 12/31/2002 1,210,382 12/31/2003 1,401,966
36 Independence- East Lansing 740,622 12/31/2002 1,052,378 12/31/2003 1,070,077
37 Ontario Plaza 1,425,877 12/31/2003 1,559,259
38 One Shoreline Plaza 2,602,594 12/31/2002 2,326,450 12/31/2003 2,190,240
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SECOND MOST MOST RECENT
RECENT NOI MOST RECENT NOI UNDERWRITTEN UNDERWRITTEN
ID PROPERTY NAME DATE NOI DATE NOI REVENUE
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 12/31/2004 26,597,279 T-12 3/31/2005 27,437,224 26,047,420
2 Kaiser Center 12/31/2004 8,478,787 T-12 3/31/2005 13,083,361 19,807,832
3 Private Mini Storage Portfolio 12/31/2004 14,273,933 T-12 2/28/2005 14,790,328 23,499,430
3.01 Private Mini Storage Midtown 12/31/2004 553,406 T-12 2/28/2005 594,142 941,436
3.02 Private Mini - Clairmont 12/31/2004 562,533 T-12 2/28/2005 578,865 932,036
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3.03 Private Mini - Piedmont 12/31/2004 540,579 Ann. 3/31/2005 574,186 797,410
3.04 Private Mini - Rogerdale 12/31/2004 562,338 T-12 2/28/2005 559,973 788,256
3.05 Private Mini Storage - Voss Road 12/31/2004 545,627 T-12 2/28/2005 549,691 819,659
3.06 Private Mini - Dove Country 12/31/2004 502,703 T-12 2/28/2005 518,170 736,644
3.07 Private Mini - Woodlands 12/31/2004 477,814 T-12 2/28/2005 514,856 781,212
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3.08 Private Mini Storage - Corpus Christi 12/31/2004 504,581 T-12 2/28/2005 489,123 722,111
3.09 Private Mini Storage - Capital Circle 12/31/2004 464,636 T-12 2/28/2005 465,596 687,614
3.10 Private Mini Storage - Burnet 12/31/2004 448,945 T-12 2/28/2005 458,142 877,162
3.11 Private Mini - Phillips Highway 12/31/2004 426,222 T-12 2/28/2005 456,084 688,701
3.12 Private Mini Storage - Lake Norman 12/31/2004 407,825 Ann. 3/31/2005 425,037 611,376
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3.13 Private Mini of Pinellas Park 12/31/2004 367,541 T-12 2/28/2005 397,576 623,736
3.14 Private Mini Storage - Austin 12/31/2004 399,216 T-12 2/28/2005 393,495 638,239
3.15 Private Mini Storage - Fort Walton 12/31/2004 379,407 T-12 2/28/2005 389,332 552,618
3.16 Private Mini Storage - Blanding Boulevard 12/31/2004 401,062 T-12 2/28/2005 389,084 561,942
3.17 Private Mini - Wurzbach 12/31/2004 375,060 T-12 2/28/2005 386,017 666,623
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3.18 Private Mini - Ocala 12/31/2004 370,117 T-12 2/28/2005 383,257 601,813
3.19 Private Mini Storage - Birmingham 12/31/2004 342,602 T-12 2/28/2005 380,886 553,145
3.20 Private Mini Storage - Fort Jackson 12/31/2004 384,391 T-12 2/28/2005 379,966 618,842
3.21 Private Mini - Terrace Oaks 12/31/2004 347,960 T-12 2/28/2005 374,867 611,375
3.22 Private Mini - Greenville 12/31/2004 355,533 T-12 2/28/2005 364,268 607,260
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3.23 Private Mini Storage - Fuqua 12/31/2004 359,146 T-12 2/28/2005 360,576 597,840
3.24 Private Mini Storage - Pensacola 12/31/2004 307,105 T-12 2/28/2005 360,358 552,579
3.25 Private Mini Storage - Clearlake 12/31/2004 376,170 T-12 2/28/2005 363,093 597,899
3.26 Private Mini - Atlantic 12/31/2004 350,756 T-12 2/28/2005 355,349 539,396
3.27 Private Mini - Dairy Ashford 12/31/2004 338,386 T-12 2/28/2005 359,597 604,781
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3.28 Private Mini Storage- Roper Mountain 12/31/2004 331,738 T-12 2/28/2005 333,430 490,963
3.29 Private Mini Storage - Sharon Road 12/31/2004 312,575 Ann. 3/31/2005 325,940 525,203
3.30 Private Mini - Plano Allen 12/31/2004 298,183 T-12 2/28/2005 322,217 561,643
3.31 Private Mini Storage - Vestavia Hills 12/31/2004 289,574 T-12 2/28/2005 311,449 505,287
3.32 Private Mini Storage - Mooresville 12/31/2004 246,461 Ann. 3/31/2005 308,599 463,163
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3.33 Private Mini of Belcher 12/31/2004 258,791 T-12 2/28/2005 289,660 494,280
3.34 Private Mini - New Port Richey 12/31/2004 234,663 T-12 2/28/2005 260,480 475,116
3.35 Private Mini Storage - Cedar Park 12/31/2004 249,653 T-12 2/28/2005 258,745 478,341
3.36 Private Mini of Mobile 12/31/2004 203,971 T-12 2/28/2005 198,049 419,160
3.37 Private Mini Storage I-26 at West Park 12/31/2004 196,242 T-12 2/28/2005 185,951 412,883
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3.38 Private Mini Storage - Bissonnet 12/31/2004 200,421 T-12 2/28/2005 174,221 361,679
4 General Motors Building 89,610,557 126,944,044
5 Longacre House 12/31/2004 6,749,917 T-12 6/30/2005 6,203,169 10,702,065
6 One Colorado Shopping Center 12/31/2004 6,467,992 6,009,501
7 Loews Universal Hotel Portfolio 12/31/2004 73,002,655 T-12 5/31/2005 78,461,540 154,893,134
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7.01 Portofino Bay Hotel 12/31/2004 25,500,084 T-12 5/31/2005 27,767,131 51,553,969
7.02 Royal Pacific Hotel 12/31/2004 27,586,111 T-12 5/31/2005 29,439,242 57,635,325
7.03 Hard Rock Hotel 12/31/2004 19,916,460 T-12 5/31/2005 21,255,168 45,703,840
8 Tropicana Center 3/31/2004 3,602,254 T-12 12/31/2004 4,465,331 5,052,586
9 MacArthur Portfolio 12/31/2004 4,657,607 6,334,159
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9.01 305 East 72nd Street 12/31/2004 966,097 1,273,170
9.02 135 East 54th Street 12/31/2004 1,093,702 1,591,619
9.03 205 East 78th Street 12/31/2004 754,710 958,554
9.04 301 East 69th Street 12/31/2004 746,376 940,371
9.05 233 East 69th Street 12/31/2004 505,122 693,237
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9.06 125-10 Queens Boulevard 12/31/2004 259,019 419,142
9.07 233 East 70th Street 12/31/2004 332,582 458,066
10 Communities at Southwood 1,837,430 T-12 5/31/2005 5,056,937 8,468,343
11 888 South Figueroa Ann. 6/30/2004 4,117,905 Ann. 4/30/2005 4,076,919 6,966,835
12 Ridge Crossings Apartments 12/31/2004 3,579,499 T-12 5/31/2005 3,828,025 5,685,906
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13 Wiener Apartment Portfolio X 12/31/2004 3,825,812 6,508,670
13.01 25-10 / 20-30 30th Road 12/31/2004 823,290 1,345,715
13.02 86-06 35th Avenue 12/31/2004 584,246 987,150
13.03 76-09 34th Avenue 12/31/2004 616,525 1,083,586
13.04 85-05 35th Avenue 12/31/2004 546,304 933,402
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13.05 85-50 Forest Parkway 12/31/2004 560,241 973,749
13.06 32-86 33rd Street 12/31/2004 351,352 633,998
13.07 86-20 Park Lane South 12/31/2004 343,854 551,070
14 Glendale Shopping Center - Glendale, CA 12/31/2004 3,823,941 Ann. 3/31/2005 3,924,011 4,074,744
15 The Bush Tower 12/31/2004 4,144,450 5,853,783
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16 1710 Broadway 12/31/2004 2,704,203 3,177,982
17 San Brisas Apartments 12/31/2004 4,015,503 Ann. 4/30/2005 3,138,614 5,321,819
18 Indian Trail Shopping Center 12/31/2004 1,875,432 1,913,668
19 Walker Springs Community Shopping Center 12/31/2004 827,731 875,730
20 High Point Center 12/31/2004 639,146 679,648
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21 Robertson Medical Center 12/31/2004 3,315,215 3,850,367
22 The Villas of Bristol Heights Apartments 1,333,975 Ann. 3/31/2005 2,362,563 3,764,516
23 2801 Alaskan Way 12/31/2004 2,823,729 T-12 5/31/2005 2,610,401 2,335,612
24 Cornerstone Apartments 12/31/2004 1,703,790 T-12 2/28/2005 1,961,728 2,982,233
25 Hilton Suites - Phoenix 12/31/2004 2,979,870 T-12 4/30/2005 2,897,836 9,248,125
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26 Petco - Plantation 407,491 421,254
27 Petco - Canton 381,238 394,164
28 Petco - Boardman 355,677 367,811
29 Petco - Mentor 346,439 358,185
30 Petco - Pembroke Pines 310,924 321,365
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31 Petco - Overland Park 321,368 332,440
32 Village at Main Street Apartments 12/31/2004 1,919,317 T-12 3/31/2005 1,914,504 2,458,236
33 Snowmass Village Mall and Gateway Center 12/31/2004 1,857,068 T-12 5/31/2005 2,117,168 2,214,383
33.01 Snowmass Village Mall 12/31/2004 1,325,555 T-12 5/31/2005 1,536,791 1,569,699
33.02 Gateway Center 12/31/2004 531,513 T-12 5/31/2005 580,377 644,684
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34 Yorktowne Plaza 12/31/2004 2,132,579 1,915,234
35 Independence- Raleigh 12/31/2004 1,420,701 3,207,876
36 Independence- East Lansing 12/31/2004 976,092 2,957,785
37 Ontario Plaza 12/31/2004 1,702,514 1,771,201
38 One Shoreline Plaza 12/31/2004 1,970,941 3,161,508
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UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN
ID PROPERTY NAME EGI EXPENSES RESERVES TI/LC
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 36,883,825 9,446,601 155,760 723,739
2 Kaiser Center 21,774,029 8,690,668 137,014 677,457
3 Private Mini Storage Portfolio 25,795,515 11,005,188 285,082
3.01 Private Mini Storage Midtown 991,427 397,285 6,303
3.02 Private Mini - Clairmont 1,029,212 450,347 8,114
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3.03 Private Mini - Piedmont 905,464 331,278 5,715
3.04 Private Mini - Rogerdale 867,202 307,230 6,869
3.05 Private Mini Storage - Voss Road 850,726 301,034 5,328
3.06 Private Mini - Dove Country 839,379 321,209 6,953
3.07 Private Mini - Woodlands 855,346 340,490 9,887
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3.08 Private Mini Storage - Corpus Christi 766,630 277,507 8,725
3.09 Private Mini Storage - Capital Circle 791,480 325,884 5,877
3.10 Private Mini Storage - Burnet 930,338 472,196 6,949
3.11 Private Mini - Phillips Highway 723,915 267,832 11,160
3.12 Private Mini Storage - Lake Norman 691,912 266,875 8,256
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3.13 Private Mini of Pinellas Park 664,217 266,641 6,831
3.14 Private Mini Storage - Austin 663,595 270,101 5,289
3.15 Private Mini Storage - Fort Walton 581,098 191,766 4,706
3.16 Private Mini Storage - Blanding Boulevard 632,788 243,705 9,504
3.17 Private Mini - Wurzbach 713,889 327,871 7,817
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3.18 Private Mini - Ocala 646,599 263,342 5,798
3.19 Private Mini Storage - Birmingham 594,217 213,331 5,658
3.20 Private Mini Storage - Fort Jackson 675,390 295,423 5,708
3.21 Private Mini - Terrace Oaks 647,035 272,167 5,916
3.22 Private Mini - Greenville 663,739 299,471 6,052
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3.23 Private Mini Storage - Fuqua 638,115 277,539 6,350
3.24 Private Mini Storage - Pensacola 598,953 238,595 10,572
3.25 Private Mini Storage - Clearlake 690,240 327,146 13,515
3.26 Private Mini - Atlantic 599,140 243,791 7,370
3.27 Private Mini - Dairy Ashford 697,320 337,723 11,655
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3.28 Private Mini Storage- Roper Mountain 557,916 224,485 5,658
3.29 Private Mini Storage - Sharon Road 598,991 273,052 11,256
3.30 Private Mini - Plano Allen 636,854 314,638 7,297
3.31 Private Mini Storage - Vestavia Hills 564,088 252,638 5,729
3.32 Private Mini Storage - Mooresville 569,029 260,430 6,361
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3.33 Private Mini of Belcher 518,729 229,069 6,873
3.34 Private Mini - New Port Richey 500,771 240,291 7,046
3.35 Private Mini Storage - Cedar Park 586,818 328,073 6,798
3.36 Private Mini of Mobile 452,351 254,302 6,171
3.37 Private Mini Storage I-26 at West Park 451,511 265,560 6,043
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3.38 Private Mini Storage - Bissonnet 409,090 234,868 12,980
4 General Motors Building 142,130,228 52,519,671 663,387
5 Longacre House 11,153,162 4,949,993 77,820
6 One Colorado Shopping Center 10,913,059 4,445,067 20,850 292,762
7 Loews Universal Hotel Portfolio 230,239,687 151,778,146 9,209,587
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7.01 Portofino Bay Hotel 79,565,790 51,798,659 3,182,632
7.02 Royal Pacific Hotel 88,678,263 59,239,021 3,547,131
7.03 Hard Rock Hotel 61,995,634 40,740,466 2,479,825
8 Tropicana Center 6,127,752 1,662,420 115,610 310,279
9 MacArthur Portfolio 7,222,263 2,564,656 10,265 127,763
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9.01 305 East 72nd Street 1,474,528 508,431 1,824 25,339
9.02 135 East 54th Street 1,841,629 747,927 2,612 32,936
9.03 205 East 78th Street 1,044,354 289,644 1,120 19,078
9.04 301 East 69th Street 1,082,078 335,702 1,170 18,716
9.05 233 East 69th Street 776,624 271,502 852 13,797
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9.06 125-10 Queens Boulevard 466,394 207,375 2,172 8,781
9.07 233 East 70th Street 536,656 204,074 515 9,117
10 Communities at Southwood 8,584,429 3,527,491 321,500
11 888 South Figueroa 7,337,196 3,260,277 81,657 522,124
12 Ridge Crossings Apartments 6,133,364 2,305,338 180,000
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13 Wiener Apartment Portfolio X 6,616,529 2,790,717 144,250
13.01 25-10 / 20-30 30th Road 1,345,715 522,424 29,500
13.02 86-06 35th Avenue 1,029,927 445,681 22,500
13.03 76-09 34th Avenue 1,083,586 467,062 21,000
13.04 85-05 35th Avenue 973,682 427,377 22,500
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13.05 85-50 Forest Parkway 973,749 413,508 20,750
13.06 32-86 33rd Street 633,998 282,646 16,000
13.07 86-20 Park Lane South 575,872 232,018 12,000
14 Glendale Shopping Center - Glendale, CA 5,766,495 1,842,484 23,339 125,962
15 The Bush Tower 7,399,677 3,255,227 42,021 252,193
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16 1710 Broadway 3,392,005 687,802 13,657 64,351
17 San Brisas Apartments 5,417,039 2,278,425 78,000
18 Indian Trail Shopping Center 2,277,512 402,080 90,800 81,847
19 Walker Springs Community Shopping Center 1,148,524 320,793 33,000 47,723
20 High Point Center 823,408 184,262 19,535 31,879
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21 Robertson Medical Center 4,629,219 1,314,004 25,590 174,863
22 The Villas of Bristol Heights Apartments 3,995,602 1,633,040 87,750
23 2801 Alaskan Way 3,601,088 990,687 21,072 124,268
24 Cornerstone Apartments 3,351,297 1,389,569
25 Hilton Suites - Phoenix 9,248,125 6,350,289 462,406
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26 Petco - Plantation 421,254 13,763 3,300 13,912
27 Petco - Canton 394,164 12,925 7,381 13,181
28 Petco - Boardman 367,811 12,134 3,300 12,469
29 Petco - Mentor 358,185 11,746 3,000 11,978
30 Petco - Pembroke Pines 321,365 10,441 8,410 10,497
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park 332,440 11,073 8,510 11,514
32 Village at Main Street Apartments 2,731,810 817,306 46,400
33 Snowmass Village Mall and Gateway Center 3,203,989 1,086,821 11,595 79,994
33.01 Snowmass Village Mall 2,287,716 750,925 8,439 56,681
33.02 Gateway Center 916,273 335,897 3,156 23,313
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 2,703,402 570,824 27,027 87,154
35 Independence- Raleigh 3,236,636 1,815,935 49,800
36 Independence- East Lansing 2,999,046 2,022,954 45,300
37 Ontario Plaza 2,327,285 624,770 14,972 50,134
38 One Shoreline Plaza 4,921,208 2,950,266 72,620 162,908
- ------------------------------------------------------------------------------------------------------------------------------------
UNDERWRITTEN NET
ID PROPERTY NAME CASH FLOW LARGEST TENANT
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 26,557,725 Robinsons - May
2 Kaiser Center 12,268,889 BART - San Francisco Bay Area Rapid Transit District
3 Private Mini Storage Portfolio 14,505,245
3.01 Private Mini Storage Midtown 587,839
3.02 Private Mini - Clairmont 570,752
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont 568,471
3.04 Private Mini - Rogerdale 553,104
3.05 Private Mini Storage - Voss Road 544,364
3.06 Private Mini - Dove Country 511,218
3.07 Private Mini - Woodlands 504,969
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi 480,398
3.09 Private Mini Storage - Capital Circle 459,719
3.10 Private Mini Storage - Burnet 451,192
3.11 Private Mini - Phillips Highway 444,924
3.12 Private Mini Storage - Lake Norman 416,781
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park 390,745
3.14 Private Mini Storage - Austin 388,206
3.15 Private Mini Storage - Fort Walton 384,626
3.16 Private Mini Storage - Blanding Boulevard 379,580
3.17 Private Mini - Wurzbach 378,200
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala 377,459
3.19 Private Mini Storage - Birmingham 375,228
3.20 Private Mini Storage - Fort Jackson 374,258
3.21 Private Mini - Terrace Oaks 368,951
3.22 Private Mini - Greenville 358,217
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua 354,226
3.24 Private Mini Storage - Pensacola 349,786
3.25 Private Mini Storage - Clearlake 349,578
3.26 Private Mini - Atlantic 347,979
3.27 Private Mini - Dairy Ashford 347,942
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain 327,773
3.29 Private Mini Storage - Sharon Road 314,684
3.30 Private Mini - Plano Allen 314,920
3.31 Private Mini Storage - Vestavia Hills 305,721
3.32 Private Mini Storage - Mooresville 302,238
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher 282,787
3.34 Private Mini - New Port Richey 253,434
3.35 Private Mini Storage - Cedar Park 251,947
3.36 Private Mini of Mobile 191,878
3.37 Private Mini Storage I-26 at West Park 179,908
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet 161,242
4 General Motors Building 88,947,170 Weil, Gotshal & Manges, LLP
5 Longacre House 6,125,349
6 One Colorado Shopping Center 6,154,380 Crate and Barrel
7 Loews Universal Hotel Portfolio 69,251,953
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel 24,584,499
7.02 Royal Pacific Hotel 25,892,112
7.03 Hard Rock Hotel 18,775,342
8 Tropicana Center 4,039,442 Sam's Wholesale Club
9 MacArthur Portfolio 4,519,579
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street 938,934 CVS Center, Inc. *1
9.02 135 East 54th Street 1,058,154 Herbert Street, LLC.
9.03 205 East 78th Street 734,512 Flair Industries, LTD D/B/A Forreal
9.04 301 East 69th Street 726,490 Hollywood Tanning Systems, Inc.
9.05 233 East 69th Street 490,472 Spartis Power, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard 248,066 Silver Tower Supermarket
9.07 233 East 70th Street 322,950 Orama, Inc
10 Communities at Southwood 4,735,437
11 888 South Figueroa 3,473,138 Lynberg & Watkins
12 Ridge Crossings Apartments 3,648,025
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X 3,681,562
13.01 25-10 / 20-30 30th Road 793,790
13.02 86-06 35th Avenue 561,746
13.03 76-09 34th Avenue 595,525
13.04 85-05 35th Avenue 523,804
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway 539,491
13.06 32-86 33rd Street 335,352
13.07 86-20 Park Lane South 331,854
14 Glendale Shopping Center - Glendale, CA 3,774,711 Mann Theatres
15 The Bush Tower 3,850,236 One Bryant Park
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway 2,626,195 Christian Casey, LLC
17 San Brisas Apartments 3,060,614
18 Indian Trail Shopping Center 1,702,786 Buehler of Kentucky, LLC
19 Walker Springs Community Shopping Center 747,009 Rush Fitness Center
20 High Point Center 587,732 Burlington Coat Factory
- ------------------------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center 3,114,762 Cedars Sinai Medical Care Foundation
22 The Villas of Bristol Heights Apartments 2,274,813
23 2801 Alaskan Way 2,465,061 Graham & Dunn, LLP
24 Cornerstone Apartments 1,961,728
25 Hilton Suites - Phoenix 2,435,430
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation 390,279 Petco
27 Petco - Canton 360,677 Petco
28 Petco - Boardman 339,908 Petco
29 Petco - Mentor 331,461 Petco
30 Petco - Pembroke Pines 292,017 Petco
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park 301,343 Petco
32 Village at Main Street Apartments 1,868,104
33 Snowmass Village Mall and Gateway Center 2,025,579
33.01 Snowmass Village Mall 1,471,671 D&E Snowboards
33.02 Gateway Center 553,908 Challenge
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 2,018,398 Food Lion
35 Independence- Raleigh 1,370,901
36 Independence- East Lansing 930,792
37 Ontario Plaza 1,637,408 Albertson's
38 One Shoreline Plaza 1,735,413 American Bank
- ------------------------------------------------------------------------------------------------------------------------------------
LEASE
ID PROPERTY NAME SF EXPIRATION 2ND LARGEST TENANT SF
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 362,852 6/30/2010 J.C. Penney 162,690
2 Kaiser Center 317,222 7/17/2014 The Regents of the University of California 152,774
3 Private Mini Storage Portfolio
3.01 Private Mini Storage Midtown
3.02 Private Mini - Clairmont
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont
3.04 Private Mini - Rogerdale
3.05 Private Mini Storage - Voss Road
3.06 Private Mini - Dove Country
3.07 Private Mini - Woodlands
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi
3.09 Private Mini Storage - Capital Circle
3.10 Private Mini Storage - Burnet
3.11 Private Mini - Phillips Highway
3.12 Private Mini Storage - Lake Norman
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park
3.14 Private Mini Storage - Austin
3.15 Private Mini Storage - Fort Walton
3.16 Private Mini Storage - Blanding Boulevard
3.17 Private Mini - Wurzbach
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala
3.19 Private Mini Storage - Birmingham
3.20 Private Mini Storage - Fort Jackson
3.21 Private Mini - Terrace Oaks
3.22 Private Mini - Greenville
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua
3.24 Private Mini Storage - Pensacola
3.25 Private Mini Storage - Clearlake
3.26 Private Mini - Atlantic
3.27 Private Mini - Dairy Ashford
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain
3.29 Private Mini Storage - Sharon Road
3.30 Private Mini - Plano Allen
3.31 Private Mini Storage - Vestavia Hills
3.32 Private Mini Storage - Mooresville
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher
3.34 Private Mini - New Port Richey
3.35 Private Mini Storage - Cedar Park
3.36 Private Mini of Mobile
3.37 Private Mini Storage I-26 at West Park
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet
4 General Motors Building 539,438 8/31/2019 Estee Lauder 327,562
5 Longacre House
6 One Colorado Shopping Center 44,518 1/31/2009 Laemmle's One Colorado 33,000
7 Loews Universal Hotel Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel
7.02 Royal Pacific Hotel
7.03 Hard Rock Hotel
8 Tropicana Center 133,764 5/6/2011 Wal-Mart 120,363
9 MacArthur Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street 6,478 1/31/2007 Hashi, LLC 1,641
9.02 135 East 54th Street 3,957 6/30/2018 Gianninoto Associates, Inc. 3,496
9.03 205 East 78th Street 2,565 6/30/2018 S'-Nails I, LLC. 1,852
9.04 301 East 69th Street 2,269 2/28/2013 The New York City Off-Track Betting Corp. *1 1,978
9.05 233 East 69th Street 2,762 2/28/2007 Ephesus, Inc. 1,184
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard 4,358 7/31/2010 Empire Bail Bonds 1,809
9.07 233 East 70th Street 2,072 6/30/2015 New Ko Sushi Japanese Restaurant, Inc. 1,359
10 Communities at Southwood
11 888 South Figueroa 38,444 12/31/2005 TJX Companies 24,224
12 Ridge Crossings Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X 13.01 25-10 / 20-30 30th Road 13.02 86-06
35th Avenue 13.03 76-09 34th Avenue 13.04 85-05 35th Avenue
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway
13.06 32-86 33rd Street
13.07 86-20 Park Lane South
14 Glendale Shopping Center - Glendale, CA 35,700 6/30/2018 Linens' N Things 35,358
15 The Bush Tower 17,000 12/31/2008 Per Se Technologies, Inc. 8,750
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway 51,995 4/30/2014 CCD Spa - Hotel Majestic 8,165
17 San Brisas Apartments
18 Indian Trail Shopping Center 44,000 11/2/2008 Shoe Carnival, Inc. 29,680
19 Walker Springs Community Shopping Center 37,628 12/31/2011 Books-A-Million 35,616
20 High Point Center 76,216 9/16/2007 Leisure Bay, Inc. 25,205
- ------------------------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center 63,188 12/1/2005 Peter Golden, MD 6,344
22 The Villas of Bristol Heights Apartments
23 2801 Alaskan Way 56,412 4/30/2013 Pinnacle Realty Management 30,002
24 Cornerstone Apartments
25 Hilton Suites - Phoenix
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation 22,000 12/31/2018
27 Petco - Canton 22,009 10/31/2018
28 Petco - Boardman 22,000 11/30/2018
29 Petco - Mentor 20,000 10/31/2018
30 Petco - Pembroke Pines 15,775 12/31/2018
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park 22,000 3/31/2019
32 Village at Main Street Apartments
33 Snowmass Village Mall and Gateway Center
33.01 Snowmass Village Mall 9,963 10/31/2007 Aspen Skiing Company 7,320
33.02 Gateway Center 4,088 4/30/2008 Margarita Grill 3,443
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 37,692 12/31/2020 Rite-Aid 10,700
35 Independence- Raleigh
36 Independence- East Lansing
37 Ontario Plaza 50,499 1/31/2020 Rite Aid 17,254
38 One Shoreline Plaza 38,730 3/31/2015 Manti Resources, Inc 24,978
- ------------------------------------------------------------------------------------------------------------------------------------
LEASE LEASE
ID PROPERTY NAME EXPIRATION 3RD LARGEST TENANT SF EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 1/31/2007 Target (Ground Lease) 160,058 1/31/2025
2 Kaiser Center 4/30/2008 Kaiser Foundation Health Plan, Inc. 75,096 11/30/2010
3 Private Mini Storage Portfolio
3.01 Private Mini Storage Midtown
3.02 Private Mini - Clairmont
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont
3.04 Private Mini - Rogerdale
3.05 Private Mini Storage - Voss Road
3.06 Private Mini - Dove Country
3.07 Private Mini - Woodlands
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi
3.09 Private Mini Storage - Capital Circle
3.10 Private Mini Storage - Burnet
3.11 Private Mini - Phillips Highway
3.12 Private Mini Storage - Lake Norman
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park
3.14 Private Mini Storage - Austin
3.15 Private Mini Storage - Fort Walton
3.16 Private Mini Storage - Blanding Boulevard
3.17 Private Mini - Wurzbach
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala
3.19 Private Mini Storage - Birmingham
3.20 Private Mini Storage - Fort Jackson
3.21 Private Mini - Terrace Oaks
3.22 Private Mini - Greenville
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua
3.24 Private Mini Storage - Pensacola
3.25 Private Mini Storage - Clearlake
3.26 Private Mini - Atlantic
3.27 Private Mini - Dairy Ashford
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain
3.29 Private Mini Storage - Sharon Road
3.30 Private Mini - Plano Allen
3.31 Private Mini Storage - Vestavia Hills
3.32 Private Mini Storage - Mooresville
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher
3.34 Private Mini - New Port Richey
3.35 Private Mini Storage - Cedar Park
3.36 Private Mini of Mobile
3.37 Private Mini Storage I-26 at West Park
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet
4 General Motors Building 3/31/2020 General Motors Corporation 100,348 3/31/2010
5 Longacre House
6 One Colorado Shopping Center 10/31/2008 SW Bell Yellow Pages 19,650 7/31/2009
7 Loews Universal Hotel Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel
7.02 Royal Pacific Hotel
7.03 Hard Rock Hotel
8 Tropicana Center 1/28/2011 Floors N More 49,726 4/13/2011
9 MacArthur Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street 6/30/2010 305 E. 72 Rest, LLC (KFC) 1,194 2/28/2016
9.02 135 East 54th Street 9/30/2007 RONDAT Inc & Community Dental Associates P.C. 1,784 12/31/2010
9.03 205 East 78th Street 6/30/2007 Fresh, Inc. 1,084 3/31/2014
9.04 301 East 69th Street 3/31/2013 Crest Cleaners, Inc. 1,807 1/31/2013
9.05 233 East 69th Street 8/31/2013 Shoe Fair International, Inc. 500 12/14/2012
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard 7/31/2011 Blimpies 1,405 1/31/2014
9.07 233 East 70th Street 7/31/2013
10 Communities at Southwood
11 888 South Figueroa 5/31/2015 GSA: National Labor Relations Board 18,523 6/30/2005
12 Ridge Crossings Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X 13.01 25-10 / 20-30 30th Road 13.02 86-06
35th Avenue 13.03 76-09 34th Avenue 13.04 85-05 35th Avenue
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway
13.06 32-86 33rd Street
13.07 86-20 Park Lane South
14 Glendale Shopping Center - Glendale, CA 1/31/2014 The Good Guys 31,542 5/31/2018
15 The Bush Tower 9/30/2006 Balm in Gilead 8,350 1/31/2010
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway 10/31/2014 Rays Pizza 3,389 12/31/2014
17 San Brisas Apartments
18 Indian Trail Shopping Center 3/31/2012 Staples 25,440 3/31/2006
19 Walker Springs Community Shopping Center 3/31/2006 Dollar General 18,357 9/15/2009
20 High Point Center 12/2/2011 Office Depot, Inc. 24,544 2/28/2007
- ------------------------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center 9/30/2007 Dr. Alexander Saks 3,776 5/1/2006
22 The Villas of Bristol Heights Apartments
23 2801 Alaskan Way 6/9/2007 Waterfront LLC 9,972 11/30/2010
24 Cornerstone Apartments
25 Hilton Suites - Phoenix
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation
27 Petco - Canton
28 Petco - Boardman
29 Petco - Mentor
30 Petco - Pembroke Pines
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park
32 Village at Main Street Apartments
33 Snowmass Village Mall and Gateway Center
33.01 Snowmass Village Mall 10/31/2008 Christy Sports 6,055 10/31/2007
33.02 Gateway Center 10/31/2005 Incline 2,387 10/31/2008
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 8/18/2006 Cohen's Mensware 9,413 4/30/2012
35 Independence- Raleigh
36 Independence- East Lansing
37 Ontario Plaza 4/30/2018 JoAnn's Fabrics 14,000 5/31/2008
38 One Shoreline Plaza 9/30/2013 Corpus Christi Town Club 22,030 9/27/2008
- ------------------------------------------------------------------------------------------------------------------------------------
UPFRONT MONTHLY
OCCUPANCY OCCUPANCY REPLACEMENT REPLACEMENT
ID PROPERTY NAME RATE AS-OF DATE RESERVES RESERVES
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 98.30% 4/30/2005
2 Kaiser Center 94.56% 4/30/2005 338,899
3 Private Mini Storage Portfolio 76.60% 1/0/1900 288,000
3.01 Private Mini Storage Midtown 83.70% 4/14/2005
3.02 Private Mini - Clairmont 87.25% 4/13/2005
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont 80.06% 4/14/2005
3.04 Private Mini - Rogerdale 74.70% 4/14/2005
3.05 Private Mini Storage - Voss Road 80.97% 4/14/2005
3.06 Private Mini - Dove Country 76.35% 4/13/2005
3.07 Private Mini - Woodlands 74.90% 4/14/2005
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi 80.46% 4/13/2005
3.09 Private Mini Storage - Capital Circle 84.70% 4/13/2005
3.10 Private Mini Storage - Burnet 84.70% 4/13/2005
3.11 Private Mini - Phillips Highway 75.93% 4/14/2004
3.12 Private Mini Storage - Lake Norman 77.74% 4/13/2005
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park 79.81% 4/14/2005
3.14 Private Mini Storage - Austin 81.71% 4/13/2005
3.15 Private Mini Storage - Fort Walton 84.75% 4/13/2005
3.16 Private Mini Storage - Blanding Boulevard 68.02% 4/13/2005
3.17 Private Mini - Wurzbach 76.41% 4/14/2005
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala 86.49% 4/14/2005
3.19 Private Mini Storage - Birmingham 76.50% 4/13/2005
3.20 Private Mini Storage - Fort Jackson 85.81% 4/13/2005
3.21 Private Mini - Terrace Oaks 81.49% 4/14/2005
3.22 Private Mini - Greenville 72.36% 4/13/2005
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua 80.68% 4/13/2005
3.24 Private Mini Storage - Pensacola 90.94% 4/14/2005
3.25 Private Mini Storage - Clearlake 67.25% 4/13/2005
3.26 Private Mini - Atlantic 68.73% 4/13/2005
3.27 Private Mini - Dairy Ashford 79.33% 4/13/2005
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain 79.80% 4/14/2005
3.29 Private Mini Storage - Sharon Road 78.02% 4/14/2005
3.30 Private Mini - Plano Allen 71.51% 4/14/2005
3.31 Private Mini Storage - Vestavia Hills 63.96% 4/14/2005
3.32 Private Mini Storage - Mooresville 68.43% 4/14/2005
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher 76.79% 4/13/2005
3.34 Private Mini - New Port Richey 69.47% 4/14/2005
3.35 Private Mini Storage - Cedar Park 71.65% 4/13/2005
3.36 Private Mini of Mobile 67.28% 4/14/2005
3.37 Private Mini Storage I-26 at West Park 54.88% 4/13/2005
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet 65.77% 4/13/2005
4 General Motors Building 96.34% 1/1/2005 31,590
5 Longacre House 99.66% 6/30/2005 5,005
6 One Colorado Shopping Center 99.27% 7/1/2005 3,258
7 Loews Universal Hotel Portfolio 84.85% 5/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel 81.00% 5/31/2005
7.02 Royal Pacific Hotel 87.00% 5/31/2005
7.03 Hard Rock Hotel 86.00% 5/31/2005
8 Tropicana Center 89.93% 4/30/2005 9,635
9 MacArthur Portfolio 93.04% 6/1/2005
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street 100.00% 6/1/2005
9.02 135 East 54th Street 92.83% 6/1/2005
9.03 205 East 78th Street 100.00% 6/1/2005
9.04 301 East 69th Street 100.00% 6/1/2005
9.05 233 East 69th Street 100.00% 6/1/2005
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard 75.72% 6/1/2005
9.07 233 East 70th Street 100.00% 6/1/2005
10 Communities at Southwood 97.51% 6/3/2005 275,000 26,792
11 888 South Figueroa 66.83% 5/18/2005 6,805
12 Ridge Crossings Apartments 94.17% 5/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X 99.13% 5/25/2005 12,021
13.01 25-10 / 20-30 30th Road 99.15% 5/25/2005
13.02 86-06 35th Avenue 100.00% 5/25/2005
13.03 76-09 34th Avenue 100.00% 5/25/2005
13.04 85-05 35th Avenue 100.00% 5/25/2005
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway 96.39% 5/25/2005
13.06 32-86 33rd Street 100.00% 5/25/2005
13.07 86-20 Park Lane South 97.88% 5/25/2005
14 Glendale Shopping Center - Glendale, CA 100.00% 4/7/2005 1,958
15 The Bush Tower 93.81% 5/1/2005 2,627
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway 100.00% 4/19/2005 1,139
17 San Brisas Apartments 68.59% 1/3/2005 6,500
18 Indian Trail Shopping Center 97.18% 5/27/2005 7,567
19 Walker Springs Community Shopping Center 100.00% 6/1/2005 2,750
20 High Point Center 100.00% 2/1/2005 1,628
- ------------------------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center 100.00% 6/1/2005 2,132
22 The Villas of Bristol Heights Apartments 91.74% 4/5/2005 7,313
23 2801 Alaskan Way 100.00% 6/15/2005 1,756
24 Cornerstone Apartments 93.95% 5/4/2005 623,731
25 Hilton Suites - Phoenix 84.37% 4/30/2005 1,000 29,340
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation 100.00% 2/15/2005 275
27 Petco - Canton 100.00% 2/15/2005 615
28 Petco - Boardman 100.00% 2/15/2005 275
29 Petco - Mentor 100.00% 2/15/2005 250
30 Petco - Pembroke Pines 100.00% 2/15/2005 701
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park 100.00% 2/15/2005 709
32 Village at Main Street Apartments 93.97% 4/27/2005 3,867
33 Snowmass Village Mall and Gateway Center 94.38% 5/31/2005 18,551
33.01 Snowmass Village Mall 99.24% 5/31/2005
33.02 Gateway Center 81.38% 5/31/2005
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 100.00% 6/1/2005 1,987
35 Independence- Raleigh 82.14% 4/30/2005 4,200
36 Independence- East Lansing 84.87% 4/30/2005 3,775
37 Ontario Plaza 100.00% 3/21/2005
38 One Shoreline Plaza 77.44% 5/1/2005 6,052
- ------------------------------------------------------------------------------------------------------------------------------------
Monthly UPFRONT
UPFRONT MONTHLY MONTHLY TAX INSURANCE ENGINEERING
ID PROPERTY NAME TI/LC TI/LC ESCROW ESCROW RESERVE
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center
2 Kaiser Center 3,358,567 212,740
3 Private Mini Storage Portfolio 210,000 14,100
3.01 Private Mini Storage Midtown
3.02 Private Mini - Clairmont
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont
3.04 Private Mini - Rogerdale
3.05 Private Mini Storage - Voss Road
3.06 Private Mini - Dove Country
3.07 Private Mini - Woodlands
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi
3.09 Private Mini Storage - Capital Circle
3.10 Private Mini Storage - Burnet
3.11 Private Mini - Phillips Highway
3.12 Private Mini Storage - Lake Norman
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park
3.14 Private Mini Storage - Austin
3.15 Private Mini Storage - Fort Walton
3.16 Private Mini Storage - Blanding Boulevard
3.17 Private Mini - Wurzbach
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala
3.19 Private Mini Storage - Birmingham
3.20 Private Mini Storage - Fort Jackson
3.21 Private Mini - Terrace Oaks
3.22 Private Mini - Greenville
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua
3.24 Private Mini Storage - Pensacola
3.25 Private Mini Storage - Clearlake
3.26 Private Mini - Atlantic
3.27 Private Mini - Dairy Ashford
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain
3.29 Private Mini Storage - Sharon Road
3.30 Private Mini - Plano Allen
3.31 Private Mini Storage - Vestavia Hills
3.32 Private Mini Storage - Mooresville
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher
3.34 Private Mini - New Port Richey
3.35 Private Mini Storage - Cedar Park
3.36 Private Mini of Mobile
3.37 Private Mini Storage I-26 at West Park
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet
4 General Motors Building 70,529,451 2,400,817 163,403 4,800,000
5 Longacre House 334,018 19,677
6 One Colorado Shopping Center 27,691 61,691
7 Loews Universal Hotel Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel
7.02 Royal Pacific Hotel
7.03 Hard Rock Hotel
8 Tropicana Center 25,531 33,145 5,578 12,500
9 MacArthur Portfolio 256,000 148,836
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street
9.02 135 East 54th Street
9.03 205 East 78th Street
9.04 301 East 69th Street
9.05 233 East 69th Street
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard
9.07 233 East 70th Street
10 Communities at Southwood 30,520 20,295 285,000
11 888 South Figueroa 1,500,000 63,078
12 Ridge Crossings Apartments 45,003 18,413 26,875
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X 35,596 10,398 10,000
13.01 25-10 / 20-30 30th Road
13.02 86-06 35th Avenue
13.03 76-09 34th Avenue
13.04 85-05 35th Avenue
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway
13.06 32-86 33rd Street
13.07 86-20 Park Lane South
14 Glendale Shopping Center - Glendale, CA 1,000,000 6,250 45,417 4,310 13,750
15 The Bush Tower 88,796
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway 6,431 23,251 2,061 13,750
17 San Brisas Apartments 79,148
18 Indian Trail Shopping Center 8,333 9,835 3,495
19 Walker Springs Community Shopping Center 4,167 13,989 1,885 131,952
20 High Point Center 8,333 6,807 1,137 12,875
- ------------------------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center 16,057 3,983
22 The Villas of Bristol Heights Apartments 51,140 7,493 400,000
23 2801 Alaskan Way 10,361 9,376 5,913
24 Cornerstone Apartments 25,034 6,367 176,269
25 Hilton Suites - Phoenix 37,950 7,064
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation 1,000 3,717 413 63,938
27 Petco - Canton 1,000 2,751 271
28 Petco - Boardman 1,000 2,010 271
29 Petco - Mentor 1,000 3,243 246
30 Petco - Pembroke Pines 1,000 3,536 336
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park 1,000 4,182
32 Village at Main Street Apartments 18,176 2,012
33 Snowmass Village Mall and Gateway Center 335,911
33.01 Snowmass Village Mall
33.02 Gateway Center
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 10,833 20,136 3,582
35 Independence- Raleigh 8,834 3,000
36 Independence- East Lansing 28,610 3,954
37 Ontario Plaza 11,172 1,192 23,750
38 One Shoreline Plaza 500,000 53,224
- ------------------------------------------------------------------------------------------------------------------------------------
ENVIRONMENTAL
REPORT ENGINEERING APPRAISAL
ID PROPERTY NAME DATE REPORT DATE AS-OF DATE(11)
- ----------------------------------------------------------------------------------------------------------------------
1 Lakewood Center 4/15/2005 4/19/2005 4/18/2005
2 Kaiser Center 6/7/2005 5/9/2005 4/20/2005
3 Private Mini Storage Portfolio Various Various Various
3.01 Private Mini Storage Midtown 6/21/2005 6/20/2005 4/9/2005
3.02 Private Mini - Clairmont 6/21/2005 6/20/2005 4/14/2005
- ----------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont 6/21/2005 6/21/2005 3/13/2005
3.04 Private Mini - Rogerdale 6/21/2005 6/20/2005 3/24/2005
3.05 Private Mini Storage - Voss Road 6/21/2005 6/18/2005 3/24/2005
3.06 Private Mini - Dove Country 6/20/2005 6/20/2005 3/25/2005
3.07 Private Mini - Woodlands 6/21/2005 6/21/2005 3/26/2005
- ----------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi 6/21/2005 6/20/2005 4/16/2005
3.09 Private Mini Storage - Capital Circle 6/21/2005 6/20/2005 3/30/2005
3.10 Private Mini Storage - Burnet 6/18/2005 6/17/2005 4/2/2005
3.11 Private Mini - Phillips Highway 6/21/2005 6/20/2005 3/28/2005
3.12 Private Mini Storage - Lake Norman 6/20/2005 6/20/2005 4/5/2005
- ----------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park 6/21/2005 6/20/2005 3/30/2005
3.14 Private Mini Storage - Austin 6/20/2005 6/21/2005 4/2/2005
3.15 Private Mini Storage - Fort Walton 6/21/2005 6/20/2005 4/7/2005
3.16 Private Mini Storage - Blanding Boulevard 6/21/2005 6/20/2005 3/29/2005
3.17 Private Mini - Wurzbach 6/20/2005 6/20/2005 4/8/2005
- ----------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala 6/21/2005 6/21/2005 3/31/2005
3.19 Private Mini Storage - Birmingham 6/21/2005 6/18/2005 3/24/2005
3.20 Private Mini Storage - Fort Jackson 6/21/2005 6/21/2005 3/28/2005
3.21 Private Mini - Terrace Oaks 6/17/2005 6/17/2005 3/26/2005
3.22 Private Mini - Greenville 6/21/2005 6/20/2005 4/7/2005
- ----------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua 6/21/2005 6/20/2005 3/26/2005
3.24 Private Mini Storage - Pensacola 6/21/2005 6/17/2005 4/6/2005
3.25 Private Mini Storage - Clearlake 6/21/2005 6/20/2005 3/26/2005
3.26 Private Mini - Atlantic 6/21/2005 6/20/2005 3/28/2005
3.27 Private Mini - Dairy Ashford 6/20/2005 6/20/2005 3/24/2005
- ----------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain 6/20/2005 6/21/2005 4/1/2005
3.29 Private Mini Storage - Sharon Road 6/21/2005 6/21/2005 3/28/2005
3.30 Private Mini - Plano Allen 6/20/2005 6/20/2005 4/15/2005
3.31 Private Mini Storage - Vestavia Hills 6/21/2005 6/18/2005 3/23/2005
3.32 Private Mini Storage - Mooresville 6/18/2005 6/20/2005 3/30/2005
- ----------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher 6/21/2005 6/18/2005 3/30/2005
3.34 Private Mini - New Port Richey 6/20/2005 6/21/2005 3/31/2005
3.35 Private Mini Storage - Cedar Park 6/21/2005 6/17/2005 4/2/2005
3.36 Private Mini of Mobile 6/21/2005 6/20/2005 4/5/2005
3.37 Private Mini Storage I-26 at West Park 6/21/2005 6/21/2005 3/28/2005
- ----------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet 6/20/2005 6/20/2005 3/25/2005
4 General Motors Building 1/4/2005 1/5/2005 1/1/2005
5 Longacre House 7/6/2005 6/29/2005 6/28/2005
6 One Colorado Shopping Center 6/17/2005 6/16/2005 5/2/2005
7 Loews Universal Hotel Portfolio 5/19/2005 Various 4/1/2005
- ----------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel 5/19/2005 4/25/2005 4/1/2005
7.02 Royal Pacific Hotel 5/19/2005 4/28/2005 4/1/2005
7.03 Hard Rock Hotel 5/19/2005 4/26/2005 4/1/2005
8 Tropicana Center 3/30/2005 3/30/2005 3/23/2005
9 MacArthur Portfolio 5/11/2005 5/11/2005 5/10/2005
- ----------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street 5/11/2005 5/11/2005 5/10/2005
9.02 135 East 54th Street 5/11/2005 5/11/2005 5/10/2005
9.03 205 East 78th Street 5/11/2005 5/11/2005 5/10/2005
9.04 301 East 69th Street 5/11/2005 5/11/2005 5/10/2005
9.05 233 East 69th Street 5/11/2005 5/11/2005 5/10/2005
- ----------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard 5/11/2005 5/11/2005 5/10/2005
9.07 233 East 70th Street 5/11/2005 5/11/2005 5/10/2005
10 Communities at Southwood 5/20/2005 5/23/2005 5/31/2005
11 888 South Figueroa 3/25/2005 3/23/2005 3/18/2005
12 Ridge Crossings Apartments 5/10/2005 5/10/2005 5/16/2005
- ----------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X 5/17/2005 5/17/2005 5/25/2005
13.01 25-10 / 20-30 30th Road 5/17/2005 5/17/2005 5/25/2005
13.02 86-06 35th Avenue 5/17/2005 5/17/2005 5/25/2005
13.03 76-09 34th Avenue 5/17/2005 5/17/2005 5/25/2005
13.04 85-05 35th Avenue 5/17/2005 5/17/2005 5/25/2005
- ----------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway 5/17/2005 5/17/2005 5/25/2005
13.06 32-86 33rd Street 5/17/2005 5/17/2005 5/25/2005
13.07 86-20 Park Lane South 5/17/2005 5/17/2005 5/25/2005
14 Glendale Shopping Center - Glendale, CA 5/18/2005 5/18/2005 4/26/2005
15 The Bush Tower 5/24/2005 5/18/2005 5/6/2005
- ----------------------------------------------------------------------------------------------------------------------
16 1710 Broadway 1/28/2005 1/27/2005 1/11/2005
17 San Brisas Apartments 1/5/2005 1/7/2005 12/9/2004
18 Indian Trail Shopping Center 3/31/2005 3/23/2005 3/1/2005
19 Walker Springs Community Shopping Center 4/26/2005 4/15/2005 4/19/2005
20 High Point Center 3/31/2005 3/23/2005 3/18/2005
- ----------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center 6/8/2005 6/9/2005 4/26/2005
22 The Villas of Bristol Heights Apartments 2/22/2005 4/29/2005 4/19/2005
23 2801 Alaskan Way 5/18/2005 5/18/2005 6/16/2005
24 Cornerstone Apartments 2/18/2005 2/16/2005 3/14/2005
25 Hilton Suites - Phoenix 6/14/2005 6/22/2005 6/1/2005
- ----------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation 3/11/2005 3/18/2005 2/10/2005
27 Petco - Canton 3/11/2005 3/18/2005 2/12/2005
28 Petco - Boardman 3/24/2005 3/21/2005 2/12/2005
29 Petco - Mentor 3/11/2005 3/21/2005 2/12/2005
30 Petco - Pembroke Pines 3/4/2005 3/18/2005 2/10/2005
- ----------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park 3/11/2005 3/18/2005 2/21/2005
32 Village at Main Street Apartments 4/26/2005 4/26/2005 4/19/2005
33 Snowmass Village Mall and Gateway Center 5/17/2005 5/17/2005 4/1/2005
33.01 Snowmass Village Mall 5/17/2005 5/17/2005 4/1/2005
33.02 Gateway Center 5/17/2005 5/17/2005 4/1/2005
- ----------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza 6/16/2004 5/20/2004 6/10/2004
35 Independence- Raleigh 6/30/2005 6/27/2005 6/13/2005
36 Independence- East Lansing 6/24/2005 6/24/2005 6/7/2005
37 Ontario Plaza 5/25/2005 5/25/2005 4/27/2005
38 One Shoreline Plaza 6/10/2005 6/17/2005 5/28/2005
- ----------------------------------------------------------------------------------------------------------------------
ID PROPERTY NAME SPONSOR
- ------------------------------------------------------------------------------------------------------------------------------------
1 Lakewood Center The Macerich Company and Ontario Teachers Pension Plan
2 Kaiser Center Swig Investment Company
3 Private Mini Storage Portfolio Five SAC Self-Storage Corporation
3.01 Private Mini Storage Midtown
3.02 Private Mini - Clairmont
- ------------------------------------------------------------------------------------------------------------------------------------
3.03 Private Mini - Piedmont
3.04 Private Mini - Rogerdale
3.05 Private Mini Storage - Voss Road
3.06 Private Mini - Dove Country
3.07 Private Mini - Woodlands
- ------------------------------------------------------------------------------------------------------------------------------------
3.08 Private Mini Storage - Corpus Christi
3.09 Private Mini Storage - Capital Circle
3.10 Private Mini Storage - Burnet
3.11 Private Mini - Phillips Highway
3.12 Private Mini Storage - Lake Norman
- ------------------------------------------------------------------------------------------------------------------------------------
3.13 Private Mini of Pinellas Park
3.14 Private Mini Storage - Austin
3.15 Private Mini Storage - Fort Walton
3.16 Private Mini Storage - Blanding Boulevard
3.17 Private Mini - Wurzbach
- ------------------------------------------------------------------------------------------------------------------------------------
3.18 Private Mini - Ocala
3.19 Private Mini Storage - Birmingham
3.20 Private Mini Storage - Fort Jackson
3.21 Private Mini - Terrace Oaks
3.22 Private Mini - Greenville
- ------------------------------------------------------------------------------------------------------------------------------------
3.23 Private Mini Storage - Fuqua
3.24 Private Mini Storage - Pensacola
3.25 Private Mini Storage - Clearlake
3.26 Private Mini - Atlantic
3.27 Private Mini - Dairy Ashford
- ------------------------------------------------------------------------------------------------------------------------------------
3.28 Private Mini Storage- Roper Mountain
3.29 Private Mini Storage - Sharon Road
3.30 Private Mini - Plano Allen
3.31 Private Mini Storage - Vestavia Hills
3.32 Private Mini Storage - Mooresville
- ------------------------------------------------------------------------------------------------------------------------------------
3.33 Private Mini of Belcher
3.34 Private Mini - New Port Richey
3.35 Private Mini Storage - Cedar Park
3.36 Private Mini of Mobile
3.37 Private Mini Storage I-26 at West Park
- ------------------------------------------------------------------------------------------------------------------------------------
3.38 Private Mini Storage - Bissonnet
4 General Motors Building Jamestown Corporation and Harry Macklowe
5 Longacre House Harry Macklowe
6 One Colorado Shopping Center David B. Friedman and Michael Katz
7 Loews Universal Hotel Portfolio UCF Hotel Venture
- ------------------------------------------------------------------------------------------------------------------------------------
7.01 Portofino Bay Hotel
7.02 Royal Pacific Hotel
7.03 Hard Rock Hotel
8 Tropicana Center Arman and Mark Gabay
9 MacArthur Portfolio Antony Contomichalos
- ------------------------------------------------------------------------------------------------------------------------------------
9.01 305 East 72nd Street
9.02 135 East 54th Street
9.03 205 East 78th Street
9.04 301 East 69th Street
9.05 233 East 69th Street
- ------------------------------------------------------------------------------------------------------------------------------------
9.06 125-10 Queens Boulevard
9.07 233 East 70th Street
10 Communities at Southwood Pinchos D. Shemano, Sam Weis and Lea Weis
11 888 South Figueroa David Taban and Albert Taban
12 Ridge Crossings Apartments Hubert W. Goings, Jr., Willam E. Coleman, III and William A. Butler
- ------------------------------------------------------------------------------------------------------------------------------------
13 Wiener Apartment Portfolio X Joel Wiener
13.01 25-10 / 20-30 30th Road
13.02 86-06 35th Avenue
13.03 76-09 34th Avenue
13.04 85-05 35th Avenue
- ------------------------------------------------------------------------------------------------------------------------------------
13.05 85-50 Forest Parkway
13.06 32-86 33rd Street
13.07 86-20 Park Lane South
14 Glendale Shopping Center - Glendale, CA Abraham Kaufer and Scott Silver
15 The Bush Tower Fakhri Dalloul
- ------------------------------------------------------------------------------------------------------------------------------------
16 1710 Broadway Meir Cohen and Benjamin Korman
17 San Brisas Apartments Creekstone Partners, LLC and U.S. Advisor, LLC
18 Indian Trail Shopping Center Brian C. Wood
19 Walker Springs Community Shopping Center Brian C. Wood
20 High Point Center Brian C. Wood
- ------------------------------------------------------------------------------------------------------------------------------------
21 Robertson Medical Center George Kobor, Erika Kobor and The George and Erika Kobor Family Trust dated
July 7, 1989
22 The Villas of Bristol Heights Apartments Michael B. Smuck
23 2801 Alaskan Way John A. Goodman and Frederick W. Grimm
24 Cornerstone Apartments Richard J. Nathan
25 Hilton Suites - Phoenix RLJ Urban Lodging Fund, L.P. and RLJ Urban Lodging Fund (PF #1), L.P.
- ------------------------------------------------------------------------------------------------------------------------------------
26 Petco - Plantation Jerry L. Preston
27 Petco - Canton Jerry L. Preston
28 Petco - Boardman Jerry L. Preston
29 Petco - Mentor Jerry L. Preston
30 Petco - Pembroke Pines Jerry L. Preston
- ------------------------------------------------------------------------------------------------------------------------------------
31 Petco - Overland Park Jerry L. Preston
32 Village at Main Street Apartments Robert G. Johnson
33 Snowmass Village Mall and Gateway Center Thomas Hix and Pacific Capital Holdings, Inc.
33.01 Snowmass Village Mall
33.02 Gateway Center
- ------------------------------------------------------------------------------------------------------------------------------------
34 Yorktowne Plaza Bryan S. Weingarten and Randall C. Stein
35 Independence- Raleigh Capital Senior Living Properties, Inc.
36 Independence- East Lansing Capital Senior Living Properties, Inc.
37 Ontario Plaza Jack Nagel, Gitta Nagel and Nagel Family Living Trust
38 One Shoreline Plaza Kamyar Mateen and Shervin Mateen
- ------------------------------------------------------------------------------------------------------------------------------------
% OF % OF APPLICABLE MORTGAGE
INITIAL POOL LOAN GROUP LOAN GROUP # OF LOAN
ID PROPERTY NAME BALANCE ONE OR TWO BALANCE PROPERTIES SELLER (1)
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street 0.82% 1 1.05% 1 GACC
40 West Tower at Doctor's Hospital 0.74% 1 0.95% 1 GMACCM
41 Westbury Apartments 0.72% 2 3.22% 1 GMACCM
42 Mission Sandy Springs Apartments 0.71% 2 3.18% 1 GACC
43 Cesery Portfolio 0.70% 2 3.12% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
44 Henry Mayo Hospital Ambulatory Care Center 0.69% 1 0.89% 1 GMACCM
45 Westwood Office Building 0.63% 1 0.81% 1 PNC
46 Greenbriar Village MHP 0.62% 1 0.80% 1 GACC
47 Braden Lakes Apartments 0.61% 2 2.73% 1 GACC
48 Chambers Ridge Apartments 0.61% 2 2.72% 1 GACC
- ------------------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3 0.60% 1 0.77% 1 PNC
50 Hampton Inn Downtown - Ft. Lauderdale City Center 0.60% 1 0.77% 1 PNC
51 AmeriCenter - Livionia 0.14% 1 0.18% 1 PNC
52 AmeriCenter - Schaumburg 0.13% 1 0.17% 1 PNC
53 AmeriCenter - Bloomfield 0.11% 1 0.15% 1 PNC
- ------------------------------------------------------------------------------------------------------------------------------------
54 AmeriCenter - Southfield 0.11% 1 0.14% 1 PNC
55 AmeriCenter - Troy, MI 0.10% 1 0.13% 1 PNC
56 Kelly Square 0.59% 1 0.76% 1 GACC
57 2131 K Street 0.58% 1 0.74% 1 PNC
58 Residence Inn by Marriott Charlotte Uptown 0.57% 1 0.73% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
59 Homewood Suites by Hilton - Columbia 0.56% 1 0.73% 1 GMACCM
60 Union Village Center 0.52% 1 0.68% 1 PNC
61 Dominion at Riata 0.51% 2 2.28% 1 GMACCM
62 Lochwood Apartments 0.50% 2 2.24% 1 GACC
63 Copper Mill Apartments 0.48% 2 2.16% 1 GACC
- ------------------------------------------------------------------------------------------------------------------------------------
64 Hampton Inn & Suites - Miami Airport 0.48% 1 0.62% 1 PNC
65 Nepperhan Business Center 0.47% 1 0.60% 1 GACC
66 Residence Inn - Anaheim Hills 0.46% 1 0.59% 1 GMACCM
67 Marshall & Isley Bldg 0.42% 1 0.54% 1 PNC
68 Fernwood MHP 0.41% 2 1.81% 1 GACC
- ------------------------------------------------------------------------------------------------------------------------------------
69 Wyndwood Apartments 0.40% 2 1.80% 1 GACC
70 Maytag Industrial Office 0.40% 1 0.51% 1 GMACCM
71 Oaks of Ashford Apartment Homes 0.38% 2 1.71% 1 PNC
72 Holiday Inn Express Hotel & Suites - Valencia 0.36% 1 0.47% 1 GMACCM
73 Best Buy and Barnes and Noble 0.35% 1 0.46% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables 0.35% 1 0.45% 1 GMACCM
75 Bryce Jordan Tower 0.35% 2 1.56% 1 PNC
76 Abacoa Professional Center 0.34% 1 0.44% 1 GMACCM
77 Hawthorn Suites - Herndon 0.34% 1 0.44% 1 GMACCM
78 AIS Headquarters 0.33% 1 0.42% 1 PNC
- ------------------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive 0.32% 1 0.42% 1 GACC
80 Livermore Valley Shopping Center 0.31% 1 0.41% 1 PNC
81 Downing Place Townhouses 0.31% 2 1.38% 1 GMACCM
82 8350 Wilshire Blvd Office 0.31% 1 0.40% 1 GMACCM
83 County of Los Angeles Building 0.30% 1 0.39% 1 PNC
- ------------------------------------------------------------------------------------------------------------------------------------
84 Hilton Homewood Suites 0.30% 1 0.39% 1 GACC
85 Holiday Inn Riverview 0.30% 1 0.38% 1 GACC
86 Cresent Plaza 0.29% 1 0.38% 1 PNC
87 Boynton Medical Office 0.29% 1 0.38% 1 GMACCM
88 The Island One Building 0.28% 1 0.37% 1 PNC
- ------------------------------------------------------------------------------------------------------------------------------------
89 Summer Trace Apartments 0.28% 2 1.27% 1 GMACCM
90 Bella Vista Shopping Center 0.28% 1 0.37% 1 GMACCM
91 Input/Output Office Complex Bldg 1 0.28% 1 0.36% 1 PNC
92 69 Bennett Avenue 0.27% 2 1.22% 1 GACC
93 109-20 Queens Boulevard 0.27% 1 0.35% 1 GACC
- ------------------------------------------------------------------------------------------------------------------------------------
94 Country Inn & Suites - Atlanta Six Flags 0.27% 1 0.35% 1 PNC
95 Saddlewood Center 0.27% 1 0.35% 1 PNC
96 SpringHill Suites by Marriott - Washington 0.27% 1 0.34% 1 GMACCM
97 The Citadel 0.25% 1 0.32% 1 GMACCM
98 Trussville Office Park 0.25% 1 0.32% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
99 New England Apartments 0.24% 2 1.09% 1 GACC
100 Summit Apartments 0.24% 2 1.07% 1 GMACCM
101 Holiday Inn Express Hotel & Suites 0.24% 1 0.31% 1 GACC
102 Rosemead Levitz Furniture 0.23% 1 0.29% 1 GMACCM
103 Swarts & Swarts Office Building 0.22% 1 0.29% 1 PNC
- ------------------------------------------------------------------------------------------------------------------------------------
104 Springhill Suites 0.21% 1 0.28% 1 PNC
105 Chelsea Court Apartments 0.20% 1 0.26% 1 GMACCM
106 CVS - Eckerds - Kansas City 0.18% 1 0.23% 1 PNC
107 Sutton Place Apartments 0.18% 2 0.78% 1 GMACCM
108 Wildwood Apartments 0.17% 2 0.76% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
109 14639 Burbank Boulevard 0.17% 2 0.74% 1 GMACCM
110 Walgreens (Greenville) 0.17% 1 0.21% 1 GMACCM
111 Quail Canyon Apartments 0.16% 2 0.70% 1 GMACCM
112 Wyndham on the Creek Apartments 0.16% 2 0.69% 1 PNC
113 Ridge Park Apartments 0.15% 2 0.68% 1 PNC
- ------------------------------------------------------------------------------------------------------------------------------------
114 The Center Place Apartments 0.15% 2 0.65% 1 PNC
115 Barrett Apartments 0.15% 2 0.65% 1 GMACCM
116 Dollar Self Storage - Mesa 0.14% 1 0.19% 1 PNC
117 University Plaza Shopping Center 0.14% 1 0.18% 1 PNC
118 Kerr Drug - Zebulon 0.14% 1 0.17% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP 0.13% 1 0.17% 1 GACC
120 Pueblo Springs Mobile Home Park 0.13% 2 0.58% 1 GMACCM
121 9287 Airway Road 0.13% 1 0.17% 1 GMACCM
122 Bureau of Customs and Border Protection 0.12% 1 0.16% 1 PNC
123 Oaks of Ashford Point Apt Homes II 0.11% 2 0.51% 1 PNC
- ------------------------------------------------------------------------------------------------------------------------------------
124 Kerr Drug - Pembroke 0.09% 1 0.12% 1 GMACCM
125 Rose Street Auto Center 0.09% 1 0.12% 1 GMACCM
126 Kerr Drug - Durham 0.09% 1 0.12% 1 GMACCM
127 Capitol Hill Apartments 0.09% 1 0.12% 1 PNC
128 Kerr Drug - Southport 0.09% 1 0.12% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
129 Kerr Drug - Nashville 0.09% 1 0.11% 1 GMACCM
130 Kerr Drug - Bryson City 0.08% 1 0.11% 1 GMACCM
131 Kerr Drug - Ramseur 0.08% 1 0.11% 1 GMACCM
132 Kerr Drug - Benson 0.08% 1 0.11% 1 GMACCM
133 Kerr Drug - Archdale 0.08% 1 0.11% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
134 Kerr Drug - Pittsboro 0.08% 1 0.11% 1 GMACCM
135 Kerr Drug - Carthage 0.08% 1 0.10% 1 GMACCM
136 Kerr Drug - Dobson 0.07% 1 0.09% 1 GMACCM
137 Gardendale Avenue Apartments 0.07% 2 0.31% 1 GMACCM
138 Meadow View Manor 0.06% 1 0.07% 1 GMACCM
- ------------------------------------------------------------------------------------------------------------------------------------
CUT-OFF GENERAL DETAILED
ORIGINAL DATE PROPERTY PROPERTY
ID PROPERTY NAME BALANCE BALANCE TYPE TYPE
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street 18,700,000 18,700,000 Office CBD
40 West Tower at Doctor's Hospital 16,870,000 16,870,000 Office Medical
41 Westbury Apartments 16,500,000 16,500,000 Multifamily Conventional
42 Mission Sandy Springs Apartments 16,300,000 16,300,000 Multifamily Conventional
43 Cesery Portfolio 16,000,000 16,000,000 Multifamily Conventional
- ------------------------------------------------------------------------------------------------------------------------------------
44 Henry Mayo Hospital Ambulatory Care Center 15,850,000 15,850,000 Office Medical
45 Westwood Office Building 14,400,000 14,400,000 Office Suburban
46 Greenbriar Village MHP 14,240,000 14,240,000 Manufactured Housing Manufactured Housing
47 Braden Lakes Apartments 14,000,000 14,000,000 Multifamily Conventional
48 Chambers Ridge Apartments 14,000,000 13,955,905 Multifamily Conventional
- ------------------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3 13,650,000 13,636,759 Office Office/Warehouse
50 Hampton Inn Downtown - Ft. Lauderdale City Center 13,600,000 13,600,000 Hotel Limited Service
51 AmeriCenter - Livionia 3,211,460 3,205,264 Office Suburban
52 AmeriCenter - Schaumburg 3,040,000 3,034,135 Office Suburban
53 AmeriCenter - Bloomfield 2,584,000 2,579,015 Office Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
54 AmeriCenter - Southfield 2,431,920 2,427,228 Office Suburban
55 AmeriCenter - Troy, MI 2,332,620 2,328,120 Office Suburban
56 Kelly Square 13,500,000 13,500,000 Office Suburban
57 2131 K Street 13,144,000 13,144,000 Office Urban
58 Residence Inn by Marriott Charlotte Uptown 13,000,000 13,000,000 Hotel Extended Stay
- ------------------------------------------------------------------------------------------------------------------------------------
59 Homewood Suites by Hilton - Columbia 13,000,000 12,866,363 Hotel Extended Stay
60 Union Village Center 12,000,000 11,987,576 Retail Anchored
61 Dominion at Riata 11,700,000 11,700,000 Multifamily Conventional
62 Lochwood Apartments 11,500,000 11,500,000 Multifamily Conventional
63 Copper Mill Apartments 11,100,000 11,066,412 Multifamily Conventional
- ------------------------------------------------------------------------------------------------------------------------------------
64 Hampton Inn & Suites - Miami Airport 11,000,000 11,000,000 Hotel Limited Service
65 Nepperhan Business Center 10,700,000 10,690,306 Industrial Flex
66 Residence Inn - Anaheim Hills 10,500,000 10,500,000 Hotel Extended Stay
67 Marshall & Isley Bldg 9,500,000 9,500,000 Office Suburban
68 Fernwood MHP 9,280,000 9,280,000 Manufactured Housing Manufactured Housing
- ------------------------------------------------------------------------------------------------------------------------------------
69 Wyndwood Apartments 9,250,000 9,250,000 Multifamily Conventional
70 Maytag Industrial Office 9,100,000 9,090,398 Industrial Industrial/Warehouse
71 Oaks of Ashford Apartment Homes 8,800,000 8,773,906 Multifamily Conventional
72 Holiday Inn Express Hotel & Suites - Valencia 8,400,000 8,292,934 Hotel Limited Service
73 Best Buy and Barnes and Noble 8,100,000 8,100,000 Retail Anchored
- ------------------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables 8,000,000 8,000,000 Hotel Full Service
75 Bryce Jordan Tower 8,000,000 7,984,155 Multifamily Student Housing
76 Abacoa Professional Center 7,880,000 7,880,000 Office Medical
77 Hawthorn Suites - Herndon 7,800,000 7,800,000 Hotel Extended Stay
78 AIS Headquarters 7,440,000 7,440,000 Industrial Warehouse/Distributio
- ------------------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive 7,500,000 7,419,101 Office Suburban
80 Livermore Valley Shopping Center 7,200,000 7,193,016 Retail Anchored
81 Downing Place Townhouses 7,100,000 7,100,000 Multifamily Conventional
82 8350 Wilshire Blvd Office 7,002,000 7,002,000 Office Urban
83 County of Los Angeles Building 6,950,000 6,950,000 Office Single Tenant
- ------------------------------------------------------------------------------------------------------------------------------------
84 Hilton Homewood Suites 6,825,000 6,825,000 Hotel Limited Service
85 Holiday Inn Riverview 6,750,000 6,750,000 Hotel Full Service
86 Cresent Plaza 6,700,000 6,700,000 Retail Anchored
87 Boynton Medical Office 6,700,000 6,700,000 Office Medical
88 The Island One Building 6,500,000 6,500,000 Office Single Tenant
- ------------------------------------------------------------------------------------------------------------------------------------
89 Summer Trace Apartments 6,500,000 6,500,000 Multifamily Conventional
90 Bella Vista Shopping Center 6,500,000 6,494,441 Retail Unanchored
91 Input/Output Office Complex Bldg 1 6,350,000 6,344,035 Office Suburban
92 69 Bennett Avenue 6,250,000 6,243,742 Multifamily Conventional
93 109-20 Queens Boulevard 6,225,000 6,218,768 Multifamily Conventional
- ------------------------------------------------------------------------------------------------------------------------------------
94 Country Inn & Suites - Atlanta Six Flags 6,225,000 6,216,516 Hotel Limited Service
95 Saddlewood Center 6,200,000 6,187,586 Retail Unanchored
96 SpringHill Suites by Marriott - Washington 6,100,000 6,065,634 Hotel Limited Service
97 The Citadel 5,700,000 5,700,000 Retail Unanchored
98 Trussville Office Park 5,625,000 5,619,476 Office Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
99 New England Apartments 5,600,000 5,583,675 Multifamily Student Housing
100 Summit Apartments 5,500,000 5,500,000 Multifamily Conventional
101 Holiday Inn Express Hotel & Suites 5,475,000 5,467,665 Hotel Limited Service
102 Rosemead Levitz Furniture 5,200,000 5,192,845 Retail Single Tenant
103 Swarts & Swarts Office Building 5,100,000 5,100,000 Office Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
104 Springhill Suites 4,900,000 4,885,981 Hotel Limited Service
105 Chelsea Court Apartments 4,680,000 4,680,000 Multifamily Conventional
106 CVS - Eckerds - Kansas City 4,150,000 4,146,207 Retail Single Tenant
107 Sutton Place Apartments 4,000,000 4,000,000 Multifamily Conventional
108 Wildwood Apartments 3,900,000 3,900,000 Multifamily Conventional
- ------------------------------------------------------------------------------------------------------------------------------------
109 14639 Burbank Boulevard 3,820,000 3,820,000 Multifamily Conventional
110 Walgreens (Greenville) 3,810,000 3,804,698 Retail Anchored
111 Quail Canyon Apartments 3,600,000 3,600,000 Multifamily Conventional
112 Wyndham on the Creek Apartments 3,555,000 3,551,808 Multifamily Conventional
113 Ridge Park Apartments 3,500,000 3,492,558 Multifamily Conventional
- ------------------------------------------------------------------------------------------------------------------------------------
114 The Center Place Apartments 3,350,000 3,346,954 Multifamily Conventional
115 Barrett Apartments 3,320,000 3,320,000 Multifamily Conventional
116 Dollar Self Storage - Mesa 3,300,000 3,293,661 Self Storage Self Storage
117 University Plaza Shopping Center 3,200,000 3,196,994 Retail Anchored
118 Kerr Drug - Zebulon 3,091,490 3,091,490 Retail Single Tenant
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP 3,030,000 3,030,000 Manufactured Housing Manufactured Housing
120 Pueblo Springs Mobile Home Park 3,000,000 3,000,000 Manufactured Housing Manufactured Housing
121 9287 Airway Road 3,000,000 2,993,572 Industrial Industrial/Warehouse
122 Bureau of Customs and Border Protection 2,760,000 2,754,426 Office Single Tenant
123 Oaks of Ashford Point Apt Homes II 2,600,000 2,592,377 Multifamily Conventional
- ------------------------------------------------------------------------------------------------------------------------------------
124 Kerr Drug - Pembroke 2,120,906 2,120,906 Retail Single Tenant
125 Rose Street Auto Center 2,110,000 2,110,000 Retail Unanchored
126 Kerr Drug - Durham 2,063,390 2,063,390 Retail Single Tenant
127 Capitol Hill Apartments 2,051,000 2,051,000 Multifamily Conventional
128 Kerr Drug - Southport 2,049,011 2,049,011 Retail Single Tenant
- ------------------------------------------------------------------------------------------------------------------------------------
129 Kerr Drug - Nashville 1,977,116 1,977,116 Retail Single Tenant
130 Kerr Drug - Bryson City 1,933,979 1,933,979 Retail Single Tenant
131 Kerr Drug - Ramseur 1,933,979 1,933,979 Retail Single Tenant
132 Kerr Drug - Benson 1,905,221 1,905,221 Retail Single Tenant
133 Kerr Drug - Archdale 1,890,842 1,890,842 Retail Single Tenant
- ------------------------------------------------------------------------------------------------------------------------------------
134 Kerr Drug - Pittsboro 1,890,842 1,890,842 Retail Single Tenant
135 Kerr Drug - Carthage 1,782,999 1,782,999 Retail Single Tenant
136 Kerr Drug - Dobson 1,653,588 1,653,588 Retail Single Tenant
137 Gardendale Avenue Apartments 1,576,000 1,573,664 Multifamily Conventional
138 Meadow View Manor 1,300,000 1,297,373 Manufactured Housing Manufactured Housing
- ------------------------------------------------------------------------------------------------------------------------------------
INTEREST ORIGINAL STATED REMAINING
INTEREST ADMINISTRATIVE ACCRUAL TERM TO MATURITY TERM TO MATURITY
ID PROPERTY NAME RATE (2) FEE RATE (3) BASIS OR ARD (MOS.) OR ARD (MOS.)
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street 5.3750% 0.0308% Actual/360 120 118
40 West Tower at Doctor's Hospital 5.3000% 0.1008% Actual/360 120 120
41 Westbury Apartments 5.1500% 0.1008% Actual/360 120 118
42 Mission Sandy Springs Apartments 5.2000% 0.0308% Actual/360 120 118
43 Cesery Portfolio 5.8000% 0.1008% Actual/360 120 118
- ------------------------------------------------------------------------------------------------------------------------------------
44 Henry Mayo Hospital Ambulatory Care Center 5.2300% 0.1008% Actual/360 120 120
45 Westwood Office Building 5.2800% 0.0608% Actual/360 120 117
46 Greenbriar Village MHP 5.2000% 0.0308% Actual/360 120 118
47 Braden Lakes Apartments 5.3100% 0.0608% Actual/360 60 58
48 Chambers Ridge Apartments 5.2700% 0.0308% Actual/360 120 117
- ------------------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3 5.3800% 0.0908% Actual/360 120 119
50 Hampton Inn Downtown - Ft. Lauderdale City Center 5.6400% 0.0408% Actual/360 120 118
51 AmeriCenter - Livionia 5.7600% 0.1408% Actual/360 120 118
52 AmeriCenter - Schaumburg 5.7600% 0.1408% Actual/360 120 118
53 AmeriCenter - Bloomfield 5.7600% 0.1408% Actual/360 120 118
- ------------------------------------------------------------------------------------------------------------------------------------
54 AmeriCenter - Southfield 5.7600% 0.1408% Actual/360 120 118
55 AmeriCenter - Troy, MI 5.7600% 0.1408% Actual/360 120 118
56 Kelly Square 5.0100% 0.0308% Actual/360 84 84
57 2131 K Street 5.2000% 0.0408% Actual/360 120 120
58 Residence Inn by Marriott Charlotte Uptown 5.7200% 0.0677% Actual/360 120 118
- ------------------------------------------------------------------------------------------------------------------------------------
59 Homewood Suites by Hilton - Columbia 5.7800% 0.0671% Actual/360 120 113
60 Union Village Center 5.1100% 0.0408% Actual/360 120 119
61 Dominion at Riata 5.0200% 0.1008% Actual/360 120 119
62 Lochwood Apartments 5.2500% 0.0308% Actual/360 120 119
63 Copper Mill Apartments 5.4500% 0.0308% Actual/360 120 117
- ------------------------------------------------------------------------------------------------------------------------------------
64 Hampton Inn & Suites - Miami Airport 5.6400% 0.0408% Actual/360 120 118
65 Nepperhan Business Center 5.6550% 0.0308% Actual/360 120 119
66 Residence Inn - Anaheim Hills 5.6500% 0.0741% Actual/360 120 116
67 Marshall & Isley Bldg 5.5100% 0.0708% Actual/360 120 118
68 Fernwood MHP 5.2000% 0.0308% Actual/360 120 118
- ------------------------------------------------------------------------------------------------------------------------------------
69 Wyndwood Apartments 5.1900% 0.0308% Actual/360 120 118
70 Maytag Industrial Office 5.0300% 0.1008% Actual/360 60 59
71 Oaks of Ashford Apartment Homes 5.5400% 0.0708% Actual/360 120 117
72 Holiday Inn Express Hotel & Suites - Valencia 6.0000% 0.0806% Actual/360 120 111
73 Best Buy and Barnes and Noble 5.3800% 0.1008% Actual/360 84 84
- ------------------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables 5.2900% 0.0821% Actual/360 120 120
75 Bryce Jordan Tower 5.6400% 0.0408% Actual/360 120 118
76 Abacoa Professional Center 5.3000% 0.1008% Actual/360 120 120
77 Hawthorn Suites - Herndon 5.8800% 0.0829% Actual/360 120 113
78 AIS Headquarters 5.3900% 0.0708% Actual/360 120 118
- ------------------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive 5.2100% 0.0308% Actual/360 180 177
80 Livermore Valley Shopping Center 5.3800% 0.0708% Actual/360 120 119
81 Downing Place Townhouses 5.2400% 0.1008% Actual/360 120 120
82 8350 Wilshire Blvd Office 5.1000% 0.1008% Actual/360 120 119
83 County of Los Angeles Building 5.3800% 0.0908% Actual/360 120 118
- ------------------------------------------------------------------------------------------------------------------------------------
84 Hilton Homewood Suites 5.6500% 0.0308% Actual/360 120 120
85 Holiday Inn Riverview 5.7300% 0.0308% Actual/360 120 120
86 Cresent Plaza 5.1000% 0.1108% Actual/360 120 120
87 Boynton Medical Office 5.2500% 0.1008% Actual/360 120 120
88 The Island One Building 5.5300% 0.0408% Actual/360 120 120
- ------------------------------------------------------------------------------------------------------------------------------------
89 Summer Trace Apartments 5.3400% 0.1008% Actual/360 120 119
90 Bella Vista Shopping Center 5.8800% 0.1008% Actual/360 120 119
91 Input/Output Office Complex Bldg 1 5.5100% 0.0908% Actual/360 60 59
92 69 Bennett Avenue 5.2500% 0.0308% Actual/360 60 59
93 109-20 Queens Boulevard 5.2500% 0.0308% Actual/360 60 59
- ------------------------------------------------------------------------------------------------------------------------------------
94 Country Inn & Suites - Atlanta Six Flags 5.6600% 0.0508% Actual/360 120 119
95 Saddlewood Center 5.5900% 0.0908% Actual/360 120 118
96 SpringHill Suites by Marriott - Washington 5.8400% 0.0918% Actual/360 120 116
97 The Citadel 5.1700% 0.1008% Actual/360 120 119
98 Trussville Office Park 5.3300% 0.1008% Actual/360 120 119
- ------------------------------------------------------------------------------------------------------------------------------------
99 New England Apartments 5.6150% 0.0608% Actual/360 120 117
100 Summit Apartments 5.3100% 0.1008% Actual/360 120 119
101 Holiday Inn Express Hotel & Suites 5.7500% 0.0308% Actual/360 120 119
102 Rosemead Levitz Furniture 5.6100% 0.1008% Actual/360 84 83
103 Swarts & Swarts Office Building 5.2600% 0.0408% Actual/360 120 120
- ------------------------------------------------------------------------------------------------------------------------------------
104 Springhill Suites 5.7200% 0.0908% Actual/360 120 118
105 Chelsea Court Apartments 5.2100% 0.1008% Actual/360 120 119
106 CVS - Eckerds - Kansas City 5.6200% 0.1408% Actual/360 120 119
107 Sutton Place Apartments 5.3100% 0.1008% Actual/360 120 119
108 Wildwood Apartments 5.1800% 0.1008% Actual/360 84 82
- ------------------------------------------------------------------------------------------------------------------------------------
109 14639 Burbank Boulevard 5.5000% 0.1008% Actual/360 120 119
110 Walgreens (Greenville) 5.5500% 0.1008% Actual/360 300 299
111 Quail Canyon Apartments 5.0600% 0.1008% Actual/360 120 119
112 Wyndham on the Creek Apartments 5.6900% 0.0708% Actual/360 120 119
113 Ridge Park Apartments 5.3100% 0.0408% Actual/360 120 118
- ------------------------------------------------------------------------------------------------------------------------------------
114 The Center Place Apartments 5.6400% 0.0908% Actual/360 120 119
115 Barrett Apartments 5.3000% 0.1008% Actual/360 120 120
116 Dollar Self Storage - Mesa 5.7800% 0.0908% Actual/360 120 118
117 University Plaza Shopping Center 5.5100% 0.0408% Actual/360 120 119
118 Kerr Drug - Zebulon 5.2500% 0.1008% Actual/360 120 120
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP 5.2000% 0.0308% Actual/360 120 118
120 Pueblo Springs Mobile Home Park 5.1300% 0.1008% Actual/360 120 119
121 9287 Airway Road 5.5000% 0.1008% Actual/360 60 59
122 Bureau of Customs and Border Protection 5.5500% 0.0908% Actual/360 60 58
123 Oaks of Ashford Point Apt Homes II 5.5900% 0.0708% Actual/360 120 117
- ------------------------------------------------------------------------------------------------------------------------------------
124 Kerr Drug - Pembroke 5.2500% 0.1008% Actual/360 120 120
125 Rose Street Auto Center 5.3500% 0.1008% Actual/360 120 119
126 Kerr Drug - Durham 5.2500% 0.1008% Actual/360 120 120
127 Capitol Hill Apartments 5.2600% 0.0908% Actual/360 120 120
128 Kerr Drug - Southport 5.2500% 0.1008% Actual/360 120 120
- ------------------------------------------------------------------------------------------------------------------------------------
129 Kerr Drug - Nashville 5.6500% 0.1008% Actual/360 180 180
130 Kerr Drug - Bryson City 5.2500% 0.1008% Actual/360 120 120
131 Kerr Drug - Ramseur 5.2500% 0.1008% Actual/360 120 120
132 Kerr Drug - Benson 5.2500% 0.1008% Actual/360 120 120
133 Kerr Drug - Archdale 5.2500% 0.1008% Actual/360 120 120
- ------------------------------------------------------------------------------------------------------------------------------------
134 Kerr Drug - Pittsboro 5.6500% 0.1008% Actual/360 180 180
135 Kerr Drug - Carthage 5.2500% 0.1008% Actual/360 120 120
136 Kerr Drug - Dobson 5.2500% 0.1008% Actual/360 120 120
137 Gardendale Avenue Apartments 5.2100% 0.1008% Actual/360 120 119
138 Meadow View Manor 5.9200% 0.1008% Actual/360 240 239
- ------------------------------------------------------------------------------------------------------------------------------------
ORIGINAL REMAINING FIRST MATURITY ANNUAL
AMORTIZATION AMORTIZATION PAYMENT DATE DEBT
ID PROPERTY NAME TERM (MOS.) TERM (MOS.) DATE OR ARD SERVICE (4)
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street 360 360 7/1/2005 6/1/2015 1,256,575
40 West Tower at Doctor's Hospital 360 360 9/1/2005 8/1/2015 1,124,159
41 Westbury Apartments 360 360 7/1/2005 6/1/2015 1,081,140
42 Mission Sandy Springs Apartments 360 360 7/1/2005 6/1/2015 1,074,061
43 Cesery Portfolio 360 360 7/1/2005 6/1/2015 1,126,566
- ------------------------------------------------------------------------------------------------------------------------------------
44 Henry Mayo Hospital Ambulatory Care Center 360 360 9/1/2005 8/1/2015 1,047,937
45 Westwood Office Building 360 360 6/1/2005 5/1/2015 957,421
46 Greenbriar Village MHP 360 360 7/1/2005 6/1/2015 938,321
47 Braden Lakes Apartments 0 0 7/1/2005 6/1/2010 753,725
48 Chambers Ridge Apartments 360 357 6/1/2005 5/1/2015 929,784
- ------------------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3 360 359 8/1/2005 7/1/2015 917,744
50 Hampton Inn Downtown - Ft. Lauderdale City Center 360 360 7/1/2005 6/1/2015 941,017
51 AmeriCenter - Livionia 360 358 7/1/2005 6/1/2015 225,139
52 AmeriCenter - Schaumburg 360 358 7/1/2005 6/1/2015 213,119
53 AmeriCenter - Bloomfield 360 358 7/1/2005 6/1/2015 181,151
- ------------------------------------------------------------------------------------------------------------------------------------
54 AmeriCenter - Southfield 360 358 7/1/2005 6/1/2015 170,490
55 AmeriCenter - Troy, MI 360 358 7/1/2005 6/1/2015 163,528
56 Kelly Square 360 360 9/1/2005 8/1/2012 870,641
57 2131 K Street 360 360 9/1/2005 8/1/2015 866,102
58 Residence Inn by Marriott Charlotte Uptown 300 300 7/1/2005 6/1/2015 978,580
- ------------------------------------------------------------------------------------------------------------------------------------
59 Homewood Suites by Hilton - Columbia 300 293 2/1/2005 1/1/2015 984,236
60 Union Village Center 360 359 8/1/2005 7/1/2015 782,733
61 Dominion at Riata 360 360 8/1/2005 7/1/2015 755,415
62 Lochwood Apartments 360 360 8/1/2005 7/1/2015 762,041
63 Copper Mill Apartments 360 357 6/1/2005 5/1/2015 752,122
- ------------------------------------------------------------------------------------------------------------------------------------
64 Hampton Inn & Suites - Miami Airport 360 360 7/1/2005 6/1/2015 761,117
65 Nepperhan Business Center 360 359 8/1/2005 7/1/2015 741,577
66 Residence Inn - Anaheim Hills 300 300 5/1/2005 4/1/2015 785,078
67 Marshall & Isley Bldg 360 360 7/1/2005 6/1/2015 647,995
68 Fernwood MHP 360 360 7/1/2005 6/1/2015 611,490
- ------------------------------------------------------------------------------------------------------------------------------------
69 Wyndwood Apartments 0 0 7/1/2005 6/1/2015 486,743
70 Maytag Industrial Office 360 359 8/1/2005 7/1/2010 588,213
71 Oaks of Ashford Apartment Homes 360 357 6/1/2005 5/1/2015 602,238
72 Holiday Inn Express Hotel & Suites - Valencia 300 291 12/1/2004 11/1/2014 649,456
73 Best Buy and Barnes and Noble 360 360 9/1/2005 8/1/2012 544,595
- ------------------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables 300 300 9/1/2005 8/1/2015 577,545
75 Bryce Jordan Tower 360 358 7/1/2005 6/1/2015 553,540
76 Abacoa Professional Center 360 360 9/1/2005 8/1/2015 525,096
77 Hawthorn Suites - Herndon 300 300 2/1/2005 1/1/2015 596,219
78 AIS Headquarters 360 360 7/1/2005 6/1/2015 500,778
- ------------------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive 180 177 6/1/2005 5/1/2020 721,598
80 Livermore Valley Shopping Center 360 359 8/1/2005 7/1/2015 484,085
81 Downing Place Townhouses 360 360 9/1/2005 8/1/2015 469,950
82 8350 Wilshire Blvd Office 360 360 8/1/2005 7/1/2015 456,208
83 County of Los Angeles Building 360 360 7/1/2005 6/1/2015 467,276
- ------------------------------------------------------------------------------------------------------------------------------------
84 Hilton Homewood Suites 300 300 9/1/2005 8/1/2015 510,300
85 Holiday Inn Riverview 360 360 9/1/2005 8/1/2015 471,665
86 Cresent Plaza 360 360 9/1/2005 8/1/2015 436,532
87 Boynton Medical Office 360 360 9/1/2005 8/1/2015 443,972
88 The Island One Building 240 240 9/1/2005 8/1/2015 537,875
- ------------------------------------------------------------------------------------------------------------------------------------
89 Summer Trace Apartments 360 360 8/1/2005 7/1/2015 435,077
90 Bella Vista Shopping Center 360 359 8/1/2005 7/1/2015 461,649
91 Input/Output Office Complex Bldg 1 360 359 8/1/2005 7/1/2010 433,133
92 69 Bennett Avenue 360 359 8/1/2005 7/1/2010 414,153
93 109-20 Queens Boulevard 360 359 8/1/2005 7/1/2010 412,496
- ------------------------------------------------------------------------------------------------------------------------------------
94 Country Inn & Suites - Atlanta Six Flags 300 299 8/1/2005 7/1/2015 465,888
95 Saddlewood Center 360 358 7/1/2005 6/1/2015 426,646
96 SpringHill Suites by Marriott - Washington 300 296 5/1/2005 4/1/2015 464,495
97 The Citadel 360 360 8/1/2005 7/1/2015 374,325
98 Trussville Office Park 360 359 8/1/2005 7/1/2015 376,089
- ------------------------------------------------------------------------------------------------------------------------------------
99 New England Apartments 360 357 6/1/2005 5/1/2015 386,417
100 Summit Apartments 360 360 8/1/2005 7/1/2015 366,911
101 Holiday Inn Express Hotel & Suites 300 299 8/1/2005 7/1/2015 413,323
102 Rosemead Levitz Furniture 300 299 8/1/2005 7/1/2012 387,300
103 Swarts & Swarts Office Building 360 360 9/1/2005 8/1/2015 338,328
- ------------------------------------------------------------------------------------------------------------------------------------
104 Springhill Suites 300 298 7/1/2005 6/1/2015 368,849
105 Chelsea Court Apartments 360 360 8/1/2005 7/1/2015 308,728
106 CVS - Eckerds - Kansas City 360 359 8/1/2005 7/1/2015 286,520
107 Sutton Place Apartments 360 360 8/1/2005 7/1/2015 266,844
108 Wildwood Apartments 360 360 7/1/2005 6/1/2012 256,406
- ------------------------------------------------------------------------------------------------------------------------------------
109 14639 Burbank Boulevard 360 360 8/1/2005 7/1/2015 260,274
110 Walgreens (Greenville) 300 299 8/1/2005 7/1/2030 282,128
111 Quail Canyon Apartments 0 0 8/1/2005 7/1/2015 184,690
112 Wyndham on the Creek Apartments 360 359 8/1/2005 7/1/2015 247,329
113 Ridge Park Apartments 360 358 7/1/2005 6/1/2015 233,489
- ------------------------------------------------------------------------------------------------------------------------------------
114 The Center Place Apartments 360 359 8/1/2005 7/1/2015 231,795
115 Barrett Apartments 360 360 9/1/2005 8/1/2015 221,233
116 Dollar Self Storage - Mesa 360 358 7/1/2005 6/1/2015 231,850
117 University Plaza Shopping Center 360 359 8/1/2005 7/1/2015 218,272
118 Kerr Drug - Zebulon 360 360 9/1/2005 8/1/2015 204,856
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP 360 360 7/1/2005 6/1/2015 199,657
120 Pueblo Springs Mobile Home Park 360 360 8/1/2005 7/1/2015 196,126
121 9287 Airway Road 240 239 8/1/2005 7/1/2010 247,639
122 Bureau of Customs and Border Protection 360 358 7/1/2005 6/1/2010 189,092
123 Oaks of Ashford Point Apt Homes II 360 357 6/1/2005 5/1/2015 178,916
- ------------------------------------------------------------------------------------------------------------------------------------
124 Kerr Drug - Pembroke 360 360 9/1/2005 8/1/2015 140,541
125 Rose Street Auto Center 360 360 8/1/2005 7/1/2015 141,390
126 Kerr Drug - Durham 360 360 9/1/2005 8/1/2015 136,729
127 Capitol Hill Apartments 300 300 9/1/2005 8/1/2015 147,632
128 Kerr Drug - Southport 360 360 9/1/2005 8/1/2015 135,777
- ------------------------------------------------------------------------------------------------------------------------------------
129 Kerr Drug - Nashville 300 300 9/1/2005 8/1/2020 147,828
130 Kerr Drug - Bryson City 360 360 9/1/2005 8/1/2015 128,154
131 Kerr Drug - Ramseur 360 360 9/1/2005 8/1/2015 128,154
132 Kerr Drug - Benson 360 360 9/1/2005 8/1/2015 126,248
133 Kerr Drug - Archdale 360 360 9/1/2005 8/1/2015 125,296
- ------------------------------------------------------------------------------------------------------------------------------------
134 Kerr Drug - Pittsboro 300 300 9/1/2005 8/1/2020 141,377
135 Kerr Drug - Carthage 360 360 9/1/2005 8/1/2015 118,149
136 Kerr Drug - Dobson 360 360 9/1/2005 8/1/2015 109,574
137 Gardendale Avenue Apartments 300 299 8/1/2005 7/1/2015 112,884
138 Meadow View Manor 240 239 8/1/2005 7/1/2025 111,045
- ------------------------------------------------------------------------------------------------------------------------------------
MONTHLY REMAINING
DEBT INTEREST ONLY ARD
ID PROPERTY NAME SERVICE (4) PERIOD (MOS.) LOCKBOX (5) (YES/NO)
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street 104,715 70 None No
40 West Tower at Doctor's Hospital 93,680 Soft No
41 Westbury Apartments 90,095 58 None No
42 Mission Sandy Springs Apartments 89,505 58 None at Closing, Springing Hard No
43 Cesery Portfolio 93,880 34 None No
- ------------------------------------------------------------------------------------------------------------------------------------
44 Henry Mayo Hospital Ambulatory Care Center 87,328 Hard No
45 Westwood Office Building 79,785 21 None No
46 Greenbriar Village MHP 78,193 58 None No
47 Braden Lakes Apartments 62,810 58 Soft, Springing Hard No
48 Chambers Ridge Apartments 77,482 None No
- ------------------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3 76,479 Hard No
50 Hampton Inn Downtown - Ft. Lauderdale City Center 78,418 10 None No
51 AmeriCenter - Livionia 18,762 None No
52 AmeriCenter - Schaumburg 17,760 None No
53 AmeriCenter - Bloomfield 15,096 None No
- ------------------------------------------------------------------------------------------------------------------------------------
54 AmeriCenter - Southfield 14,207 None No
55 AmeriCenter - Troy, MI 13,627 None No
56 Kelly Square 72,553 30 Soft, Springing Hard No
57 2131 K Street 72,175 None No
58 Residence Inn by Marriott Charlotte Uptown 81,548 10 None No
- ------------------------------------------------------------------------------------------------------------------------------------
59 Homewood Suites by Hilton - Columbia 82,020 None No
60 Union Village Center 65,228 Hard No
61 Dominion at Riata 62,951 23 None No
62 Lochwood Apartments 63,503 23 None No
63 Copper Mill Apartments 62,677 None No
- ------------------------------------------------------------------------------------------------------------------------------------
64 Hampton Inn & Suites - Miami Airport 63,426 10 None No
65 Nepperhan Business Center 61,798 None No
66 Residence Inn - Anaheim Hills 65,423 8 None No
67 Marshall & Isley Bldg 54,000 58 Hard No
68 Fernwood MHP 50,957 58 None No
- ------------------------------------------------------------------------------------------------------------------------------------
69 Wyndwood Apartments 40,562 118 None No
70 Maytag Industrial Office 49,018 Hard No
71 Oaks of Ashford Apartment Homes 50,187 None No
72 Holiday Inn Express Hotel & Suites - Valencia 54,121 None No
73 Best Buy and Barnes and Noble 45,383 None at Closing, Springing Hard No
- ------------------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables 48,129 None No
75 Bryce Jordan Tower 46,128 None No
76 Abacoa Professional Center 43,758 Hard No
77 Hawthorn Suites - Herndon 49,685 5 None No
78 AIS Headquarters 41,731 22 Hard No
- ------------------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive 60,133 None No
80 Livermore Valley Shopping Center 40,340 None No
81 Downing Place Townhouses 39,163 48 None No
82 8350 Wilshire Blvd Office 38,017 23 None No
83 County of Los Angeles Building 38,940 22 Hard No
- ------------------------------------------------------------------------------------------------------------------------------------
84 Hilton Homewood Suites 42,525 None No
85 Holiday Inn Riverview 39,305 None No
86 Cresent Plaza 36,378 None No
87 Boynton Medical Office 36,998 Hard No
88 The Island One Building 44,823 Hard No
- ------------------------------------------------------------------------------------------------------------------------------------
89 Summer Trace Apartments 36,256 59 None No
90 Bella Vista Shopping Center 38,471 Hard No
91 Input/Output Office Complex Bldg 1 36,094 Hard No
92 69 Bennett Avenue 34,513 None No
93 109-20 Queens Boulevard 34,375 None No
- ------------------------------------------------------------------------------------------------------------------------------------
94 Country Inn & Suites - Atlanta Six Flags 38,824 None No
95 Saddlewood Center 35,554 None No
96 SpringHill Suites by Marriott - Washington 38,708 None No
97 The Citadel 31,194 11 Hard No
98 Trussville Office Park 31,341 None No
- ------------------------------------------------------------------------------------------------------------------------------------
99 New England Apartments 32,201 None No
100 Summit Apartments 30,576 23 None No
101 Holiday Inn Express Hotel & Suites 34,444 None at Closing, Springing Hard No
102 Rosemead Levitz Furniture 32,275 None No
103 Swarts & Swarts Office Building 28,194 None No
- ------------------------------------------------------------------------------------------------------------------------------------
104 Springhill Suites 30,737 None No
105 Chelsea Court Apartments 25,727 23 None No
106 CVS - Eckerds - Kansas City 23,877 Soft No
107 Sutton Place Apartments 22,237 23 None No
108 Wildwood Apartments 21,367 22 None No
- ------------------------------------------------------------------------------------------------------------------------------------
109 14639 Burbank Boulevard 21,690 23 None No
110 Walgreens (Greenville) 23,511 Hard No
111 Quail Canyon Apartments 15,391 119 None No
112 Wyndham on the Creek Apartments 20,611 None No
113 Ridge Park Apartments 19,457 None No
- ------------------------------------------------------------------------------------------------------------------------------------
114 The Center Place Apartments 19,316 None No
115 Barrett Apartments 18,436 None No
116 Dollar Self Storage - Mesa 19,321 None No
117 University Plaza Shopping Center 18,189 None No
118 Kerr Drug - Zebulon 17,071 Hard No
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP 16,638 58 None No
120 Pueblo Springs Mobile Home Park 16,344 23 None No
121 9287 Airway Road 20,637 None at Closing, Springing Hard No
122 Bureau of Customs and Border Protection 15,758 Hard No
123 Oaks of Ashford Point Apt Homes II 14,910 None No
- ------------------------------------------------------------------------------------------------------------------------------------
124 Kerr Drug - Pembroke 11,712 Hard No
125 Rose Street Auto Center 11,783 23 None No
126 Kerr Drug - Durham 11,394 Hard No
127 Capitol Hill Apartments 12,303 None No
128 Kerr Drug - Southport 11,315 Hard No
- ------------------------------------------------------------------------------------------------------------------------------------
129 Kerr Drug - Nashville 12,319 Hard No
130 Kerr Drug - Bryson City 10,680 Hard No
131 Kerr Drug - Ramseur 10,680 Hard No
132 Kerr Drug - Benson 10,521 Hard No
133 Kerr Drug - Archdale 10,441 Hard No
- ------------------------------------------------------------------------------------------------------------------------------------
134 Kerr Drug - Pittsboro 11,781 Hard No
135 Kerr Drug - Carthage 9,846 Hard No
136 Kerr Drug - Dobson 9,131 Hard No
137 Gardendale Avenue Apartments 9,407 None No
138 Meadow View Manor 9,254 None No
- ------------------------------------------------------------------------------------------------------------------------------------
CROSSED
WITH RELATED DSCR(4)(6) GRACE PAYMENT APPRAISED
ID PROPERTY NAME OTHER LOANS BORROWER (7)(8)(9)(10) PERIOD DATE VALUE (11)(12)
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street No 1.25 5 1 23,500,000
40 West Tower at Doctor's Hospital No Yes - 6 1.47 5 1 21,000,000
41 Westbury Apartments No 1.24 5 1 21,250,000
42 Mission Sandy Springs Apartments No 1.22 5 1 20,675,000
43 Cesery Portfolio No 1.38 5 1 21,750,000
- ------------------------------------------------------------------------------------------------------------------------------------
44 Henry Mayo Hospital Ambulatory Care Center No 1.23 5 1 22,500,000
45 Westwood Office Building No 1.28 5 1 18,000,000
46 Greenbriar Village MHP No Yes - 7 1.24 5 1 17,800,000
47 Braden Lakes Apartments No Yes - 4 1.59 5 1 19,000,000
48 Chambers Ridge Apartments No 1.26 5 1 16,150,000
- ------------------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3 No Yes - 13 1.49 5 1 19,300,000
50 Hampton Inn Downtown - Ft. Lauderdale City Center No Yes - 8 1.52 5 1 18,300,000
51 AmeriCenter - Livionia Yes Yes - 14 1.40 5 1 4,100,000
52 AmeriCenter - Schaumburg Yes Yes - 14 1.40 5 1 3,800,000
53 AmeriCenter - Bloomfield Yes Yes - 14 1.40 5 1 3,230,000
- ------------------------------------------------------------------------------------------------------------------------------------
54 AmeriCenter - Southfield Yes Yes - 14 1.40 5 1 4,000,000
55 AmeriCenter - Troy, MI Yes Yes - 14 1.40 5 1 3,340,000
56 Kelly Square No 1.26 5 1 16,875,000
57 2131 K Street No 1.33 0 1 17,300,000
58 Residence Inn by Marriott Charlotte Uptown No 1.52 5 1 16,600,000
- ------------------------------------------------------------------------------------------------------------------------------------
59 Homewood Suites by Hilton - Columbia No 1.52 5 1 17,900,000
60 Union Village Center No 1.32 5 1 15,000,000
61 Dominion at Riata No 1.46 5 1 16,000,000
62 Lochwood Apartments No 1.36 5 1 15,000,000
63 Copper Mill Apartments No 1.28 5 1 14,500,000
- ------------------------------------------------------------------------------------------------------------------------------------
64 Hampton Inn & Suites - Miami Airport No Yes - 8 1.47 5 1 16,600,000
65 Nepperhan Business Center No 1.45 5 1 13,700,000
66 Residence Inn - Anaheim Hills No 1.57 5 1 14,300,000
67 Marshall & Isley Bldg No 1.33 5 1 11,900,000
68 Fernwood MHP No Yes - 7 1.26 5 1 12,810,000
- ------------------------------------------------------------------------------------------------------------------------------------
69 Wyndwood Apartments No 1.78 5 1 13,500,000
70 Maytag Industrial Office No 1.27 5 1 12,050,000
71 Oaks of Ashford Apartment Homes No Yes - 3 1.32 5 1 11,200,000
72 Holiday Inn Express Hotel & Suites - Valencia No 1.76 5 1 14,800,000
73 Best Buy and Barnes and Noble No 1.21 5 1 10,350,000
- ------------------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables No 1.81 5 1 12,000,000
75 Bryce Jordan Tower No 1.35 5 1 10,100,000
76 Abacoa Professional Center No Yes - 6 1.34 5 1 10,000,000
77 Hawthorn Suites - Herndon No 1.74 5 1 11,300,000
78 AIS Headquarters No 1.40 5 1 9,300,000
- ------------------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive No 1.56 5 1 17,700,000
80 Livermore Valley Shopping Center No 1.46 5 1 11,500,000
81 Downing Place Townhouses No 1.34 5 1 8,875,000
82 8350 Wilshire Blvd Office No 1.46 5 1 10,490,000
83 County of Los Angeles Building No 1.52 5 1 11,100,000
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84 Hilton Homewood Suites No Yes - 15 1.67 5 1 10,400,000
85 Holiday Inn Riverview No 1.62 5 1 9,000,000
86 Cresent Plaza No 1.38 5 1 8,375,000
87 Boynton Medical Office No Yes - 6 1.51 5 1 8,600,000
88 The Island One Building No 1.24 5 1 10,000,000
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89 Summer Trace Apartments No 1.52 5 1 8,150,000
90 Bella Vista Shopping Center No 1.29 5 1 9,300,000
91 Input/Output Office Complex Bldg 1 No Yes - 13 1.63 5 1 10,050,000
92 69 Bennett Avenue No Yes - 2 1.21 5 1 9,100,000
93 109-20 Queens Boulevard No Yes - 2 1.24 5 1 8,400,000
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94 Country Inn & Suites - Atlanta Six Flags No 1.62 5 1 8,300,000
95 Saddlewood Center No 1.34 5 1 8,000,000
96 SpringHill Suites by Marriott - Washington No 1.54 5 1 8,150,000
97 The Citadel No 1.35 5 1 7,200,000
98 Trussville Office Park No 1.26 5 1 7,100,000
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99 New England Apartments No 1.24 5 1 7,200,000
100 Summit Apartments No Yes - 12 2.27 5 1 18,400,000
101 Holiday Inn Express Hotel & Suites No Yes - 15 1.86 5 1 7,300,000
102 Rosemead Levitz Furniture No 1.50 5 1 8,800,000
103 Swarts & Swarts Office Building No 1.33 5 1 6,700,000
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104 Springhill Suites No 1.97 5 1 7,600,000
105 Chelsea Court Apartments No Yes - 12 2.02 5 1 14,550,000
106 CVS - Eckerds - Kansas City No 1.24 5 1 5,300,000
107 Sutton Place Apartments No Yes - 12 3.40 5 1 18,600,000
108 Wildwood Apartments No 1.30 5 1 4,925,000
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109 14639 Burbank Boulevard No Yes - 12 1.35 5 1 8,200,000
110 Walgreens (Greenville) No 1.21 5 1 5,020,000
111 Quail Canyon Apartments No 1.63 5 1 5,100,000
112 Wyndham on the Creek Apartments No 1.28 5 1 5,000,000
113 Ridge Park Apartments No 1.34 5 1 4,600,000
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114 The Center Place Apartments No 1.25 5 1 4,585,000
115 Barrett Apartments No 1.57 5 1 4,150,000
116 Dollar Self Storage - Mesa No 1.33 5 1 4,360,000
117 University Plaza Shopping Center No 1.53 5 1 4,000,000
118 Kerr Drug - Zebulon No Yes - 9 1.60 5 1 4,350,000
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119 Valley Vista MHP No Yes - 7 1.47 5 1 3,800,000
120 Pueblo Springs Mobile Home Park No Yes - 12 2.09 5 1 7,860,000
121 9287 Airway Road No 1.62 5 1 5,500,000
122 Bureau of Customs and Border Protection No 1.30 5 1 3,700,000
123 Oaks of Ashford Point Apt Homes II No Yes - 3 1.28 5 1 3,250,000
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124 Kerr Drug - Pembroke No Yes - 9 1.60 5 1 2,950,000
125 Rose Street Auto Center No 1.69 5 1 4,450,000
126 Kerr Drug - Durham No Yes - 9 1.58 5 1 2,870,000
127 Capitol Hill Apartments No 1.29 5 1 2,750,000
128 Kerr Drug - Southport No Yes - 9 1.59 5 1 2,850,000
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129 Kerr Drug - Nashville No Yes - 9 1.40 5 1 2,750,000
130 Kerr Drug - Bryson City No Yes - 9 1.58 5 1 2,690,000
131 Kerr Drug - Ramseur No Yes - 9 1.58 5 1 2,690,000
132 Kerr Drug - Benson No Yes - 9 1.61 5 1 2,650,000
133 Kerr Drug - Archdale No Yes - 9 1.59 5 1 2,630,000
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134 Kerr Drug - Pittsboro No Yes - 9 1.40 5 1 2,630,000
135 Kerr Drug - Carthage No Yes - 9 1.58 5 1 2,480,000
136 Kerr Drug - Dobson No Yes - 9 1.57 5 1 2,300,000
137 Gardendale Avenue Apartments No 1.25 5 1 1,975,000
138 Meadow View Manor No 1.22 5 1 1,820,000
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CUT-OFF LTV RATIO
DATE LTV RATIO AT MATURITY/
ID PROPERTY NAME (6)(8)(9)(10) ARD(6)(9)(10) ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street 79.57% 75.08% 230 South Broad Street
40 West Tower at Doctor's Hospital 80.33% 66.68% 9330 Poppy Drive
41 Westbury Apartments 77.65% 71.77% 1025 Westbury Boulevard
42 Mission Sandy Springs Apartments 78.84% 72.93% 5555 Roswell Road
43 Cesery Portfolio 73.56% 66.21% 2647 Cesery Boulevard
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44 Henry Mayo Hospital Ambulatory Care Center 70.44% 58.34% 25751 McBean Parkway
45 Westwood Office Building 80.00% 69.72% 8618 Westwood Center Drive
46 Greenbriar Village MHP 80.00% 74.00% 63 Green Briar Drive North
47 Braden Lakes Apartments 73.68% 73.68% 2835 50th Avenue West
48 Chambers Ridge Apartments 78.67% 64.16% 5069 Stacey Drive East
- ------------------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3 70.66% 58.86% 12200/12300 Parc Crest Drive
50 Hampton Inn Downtown - Ft. Lauderdale City Center 74.32% 63.88% 250 North Andrews Avenue
51 AmeriCenter - Livionia 73.49% 62.00% 39111 West Six Mile Road
52 AmeriCenter - Schaumburg 73.49% 62.00% 1320 Tower Road
53 AmeriCenter - Bloomfield 73.49% 62.00% 7 West Square Lake Road
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54 AmeriCenter - Southfield 73.49% 62.00% 26677 West Twelve Mile Road
55 AmeriCenter - Troy, MI 73.49% 62.00% 200 East Big Beaver Road
56 Kelly Square 80.00% 74.48% 10777 Main Street
57 2131 K Street 75.98% 62.87% 2131 K Street
58 Residence Inn by Marriott Charlotte Uptown 78.31% 62.41% 404 South Mint Street
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59 Homewood Suites by Hilton - Columbia 71.88% 55.80% 8320 Benson Drive
60 Union Village Center 79.92% 66.01% 1008-1250 West Roosevelt Boulevard
61 Dominion at Riata 73.13% 63.31% 12340 Alameda Trace Circle
62 Lochwood Apartments 76.67% 66.76% 5664 Woodmont Avenue
63 Copper Mill Apartments 76.32% 63.85% 7710 South Granite Avenue
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64 Hampton Inn & Suites - Miami Airport 66.27% 56.96% 777 NW 57th Avenue
65 Nepperhan Business Center 78.03% 65.56% 540, 578, & 523 - 533 Nepperhan Avenue
66 Residence Inn - Anaheim Hills 73.43% 58.39% 125 South Festival Drive
67 Marshall & Isley Bldg 79.83% 74.18% 800 Laurel Oak Drive
68 Fernwood MHP 72.44% 67.01% 1901 Fernwood Drive
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69 Wyndwood Apartments 68.52% 68.52% 55 Regina Drive
70 Maytag Industrial Office 69.63% 63.87% 3035 and 3169 N. Shadeland Avenue
71 Oaks of Ashford Apartment Homes 78.34% 65.72% 4040 Synott Road
72 Holiday Inn Express Hotel & Suites - Valencia 56.03% 43.94% 27513 Wayne Mills Place
73 Best Buy and Barnes and Noble 78.26% 69.85% 8350 S. Orange Blossom Trail
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74 Holiday Inn - Coral Gables 66.67% 50.37% 1350 South Dixie Highway
75 Bryce Jordan Tower 79.05% 66.45% 463 East Beaver Avenue
76 Abacoa Professional Center 78.80% 65.41% 550 Heritage Drive
77 Hawthorn Suites - Herndon 69.03% 55.26% 467 Herndon Parkway
78 AIS Headquarters 80.00% 69.90% 4 Bonazzoli Avenue
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79 9701 Apollo Drive 41.92% 0.47% 9701 Apollo Drive
80 Livermore Valley Shopping Center 62.55% 52.11% 1344, 1490, 1522 Railroad Avenue
81 Downing Place Townhouses 80.00% 72.65% 3395 Spangler Drive
82 8350 Wilshire Blvd Office 66.75% 57.91% 8350 Wilshire Boulevard
83 County of Los Angeles Building 62.61% 54.69% 621 Hawaii Street
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84 Hilton Homewood Suites 65.63% 50.21% 9880 North Scottsdale Road
85 Holiday Inn Riverview 75.00% 63.09% 301 Savannah Highway
86 Cresent Plaza 80.00% 65.98% 1041 Murfreesboro Pike
87 Boynton Medical Office 77.91% 64.57% 10075 Jog Road
88 The Island One Building 65.00% 41.84% 8680 Commodity Circle
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89 Summer Trace Apartments 79.75% 73.93% 3201 Knight Street
90 Bella Vista Shopping Center 69.83% 59.07% 270 East Hunt Highway
91 Input/Output Office Complex Bldg 1 63.12% 58.71% 12300 Parc Crest Drive
92 69 Bennett Avenue 68.61% 63.58% 69 Bennett Avenue
93 109-20 Queens Boulevard 74.03% 68.60% 109-20 Queens Boulevard
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94 Country Inn & Suites - Atlanta Six Flags 74.90% 57.41% 960 West Point Court
95 Saddlewood Center 77.34% 64.92% 10300-350 South Illinois Route 59 and
10331 Helene Avenue
96 SpringHill Suites by Marriott - Washington 74.42% 57.65% 16 Trinity Point Drive
97 The Citadel 79.17% 67.17% 8700 East Pinnacle Peak Road
98 Trussville Office Park 79.15% 65.83% 3501-3536 Vann Road
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99 New England Apartments 77.55% 65.21% 2516 Douglas Avenue
100 Summit Apartments 29.89% 26.07% 7266 Franklin Avenue
101 Holiday Inn Express Hotel & Suites 74.90% 57.59% 10150 North Oracle Road
102 Rosemead Levitz Furniture 59.01% 50.20% 8920 Glendon Way
103 Swarts & Swarts Office Building 76.12% 63.10% 10091 Park Run Drive
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104 Springhill Suites 64.29% 49.45% 1125 Second Street Southwest
105 Chelsea Court Apartments 32.16% 27.98% 500 North Rossmore Avenue
106 CVS - Eckerds - Kansas City 78.23% 65.65% 13101 State Line Road
107 Sutton Place Apartments 21.51% 18.75% 1616 North Fuller Avenue
108 Wildwood Apartments 79.19% 73.24% 601 Wildbrook Lane
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109 14639 Burbank Boulevard 46.59% 40.81% 14639 Burbank Boulevard
110 Walgreens (Greenville) 75.79% 0.00% 618 Fairview Road
111 Quail Canyon Apartments 70.59% 70.59% 2045 South McClintock Drive
112 Wyndham on the Creek Apartments 71.04% 59.74% 9633 Ferris Branch Boulevard
113 Ridge Park Apartments 75.93% 63.18% 7601 South Yale Avenue
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114 The Center Place Apartments 73.00% 61.30% 3005 South Center Street
115 Barrett Apartments 80.00% 66.41% 4641 Hermitage Road, 4700 Calhoun Road,
4850 General Road
116 Dollar Self Storage - Mesa 75.54% 63.77% 1441 E. Old West Highway
117 University Plaza Shopping Center 79.92% 66.85% Highway 431, West of Highway 45 By-Pass
118 Kerr Drug - Zebulon 71.07% 58.90% 1016 North Arendell Avenue
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119 Valley Vista MHP 79.74% 73.76% 1800 West Main Street
120 Pueblo Springs Mobile Home Park 38.17% 33.14% 27930 Pueblo Springs Drive
121 9287 Airway Road 54.43% 46.16% 6687 Airway Road
122 Bureau of Customs and Border Protection 74.44% 69.35% 5203 Buena Vista Drive
123 Oaks of Ashford Point Apt Homes II 79.77% 67.02% 13103 Ashford Point Drive
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124 Kerr Drug - Pembroke 71.90% 59.58% 503 East Third Street
125 Rose Street Auto Center 47.42% 41.39% 151 North Rose Street and
1556 East Grand Avenue
126 Kerr Drug - Durham 71.90% 59.58% 710 Fayetteville Street
127 Capitol Hill Apartments 74.58% 56.29% 320 North 22nd Street
128 Kerr Drug - Southport 71.90% 59.58% 1531 North Howe Street
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129 Kerr Drug - Nashville 71.90% 42.18% 703 East Washington Street
130 Kerr Drug - Bryson City 71.90% 59.58% US Highway 19 / Slope Street
131 Kerr Drug - Ramseur 71.90% 59.58% 6525 Jordan Road
132 Kerr Drug - Benson 71.90% 59.58% 503 East Main Street
133 Kerr Drug - Archdale 71.90% 59.58% 2805 South Main Street
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134 Kerr Drug - Pittsboro 71.90% 42.18% 321 East Street
135 Kerr Drug - Carthage 71.90% 59.58% 1006 Monroe Street
136 Kerr Drug - Dobson 71.90% 59.58% 101 East Atkins Street
137 Gardendale Avenue Apartments 79.68% 60.12% 1030 Grubbs Avenue
138 Meadow View Manor 71.28% 0.00% 99 Meadowview Lane
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ID PROPERTY NAME CITY COUNTY STATE ZIP CODE
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39 230 South Broad Street Philadelphia Philadelphia PA 19102
40 West Tower at Doctor's Hospital Dallas Dallas TX 75218
41 Westbury Apartments Howell Livingston MI 48843
42 Mission Sandy Springs Apartments Atlanta Fulton GA 30342
43 Cesery Portfolio Jacksonville Duval FL 32211
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44 Henry Mayo Hospital Ambulatory Care Center Valencia Los Angeles CA 91355
45 Westwood Office Building Vienna Fairfax VA 22182
46 Greenbriar Village MHP Bath Northampton PA 18014
47 Braden Lakes Apartments Bradenton Manatee FL 34207
48 Chambers Ridge Apartments Harrisburg Dauphin PA 17111
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49 Input/Output Office Complex Bldg 2 & 3 Stafford (Houston) Fort Bend TX 77477
50 Hampton Inn Downtown - Ft. Lauderdale City Center Ft. Lauderdale Broward FL 33301
51 AmeriCenter - Livionia Livonia Wayne MI 48152
52 AmeriCenter - Schaumburg Schaumburg Cook IL 60173
53 AmeriCenter - Bloomfield Bloomfield Hills Oakland MI 48302
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54 AmeriCenter - Southfield Southfield Oakland MI 48034
55 AmeriCenter - Troy, MI Troy Oakland MI 48083
56 Kelly Square Fairfax Fairfax City VA 22030
57 2131 K Street Washington District of Columbia DC 20037
58 Residence Inn by Marriott Charlotte Uptown Charlotte Mecklenburg NC 28202
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59 Homewood Suites by Hilton - Columbia Columbia Howard MD 21045
60 Union Village Center Monroe Union NC 28110
61 Dominion at Riata Austin Travis TX 78727
62 Lochwood Apartments Baltimore Baltimore City MD 21239
63 Copper Mill Apartments Tulsa Tulsa OK 74136
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64 Hampton Inn & Suites - Miami Airport Miami Dade FL 33126
65 Nepperhan Business Center Yonkers Westchester NY 10701
66 Residence Inn - Anaheim Hills Anaheim Hills Orange CA 92808
67 Marshall & Isley Bldg Naples Collier FL 34103
68 Fernwood MHP Capitol Heights Prince George's MD 20743
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69 Wyndwood Apartments East Windsor Hartford CT 06088
70 Maytag Industrial Office Indianapolis Marion IN 46226
71 Oaks of Ashford Apartment Homes Houston Harris TX 77082
72 Holiday Inn Express Hotel & Suites - Valencia Valencia Los Angeles CA 91355
73 Best Buy and Barnes and Noble Orlando Orange FL 32808
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74 Holiday Inn - Coral Gables Coral Gables Miami-Dade FL 33146
75 Bryce Jordan Tower State College Centre PA 16801
76 Abacoa Professional Center Jupiter Palm Beach FL 33458
77 Hawthorn Suites - Herndon Herndon Fairfax VA 20171
78 AIS Headquarters Hudson Middlesex MA 01749
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79 9701 Apollo Drive Largo Prince George's MD 20774
80 Livermore Valley Shopping Center Livermore Alameda CA 94550
81 Downing Place Townhouses Lexington Fayette KY 40517
82 8350 Wilshire Blvd Office Beverly Hills Los Angeles CA 90211
83 County of Los Angeles Building El Segundo Los Angeles CA 90245
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84 Hilton Homewood Suites Scottsdale Maricopa AZ 85253
85 Holiday Inn Riverview Charleston Charleston SC 29407
86 Cresent Plaza Nashville Davidson TN 37217
87 Boynton Medical Office Boynton Beach Palm Beach FL 33437
88 The Island One Building Orlando Orange FL 32819
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89 Summer Trace Apartments Shreveport Caddo LA 71105
90 Bella Vista Shopping Center Queen Creek Pinal AZ 85242
91 Input/Output Office Complex Bldg 1 Stafford (Houston) Fort Bend TX 77477
92 69 Bennett Avenue New York New York NY 10033
93 109-20 Queens Boulevard Forest Hills Queens NY 11375
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94 Country Inn & Suites - Atlanta Six Flags Lithia Springs Douglas GA 30122
95 Saddlewood Center Naperville Will IL 60564
96 SpringHill Suites by Marriott - Washington Washington Washington PA 15301
97 The Citadel Scottsdale Maricopa AZ 85255
98 Trussville Office Park Trussville Jefferson AL 35235
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99 New England Apartments Bellingham Whatcom WA 98225
100 Summit Apartments Los Angeles Los Angeles CA 90046
101 Holiday Inn Express Hotel & Suites Oro Valley Pima AZ 85737
102 Rosemead Levitz Furniture Rosemead Los Angeles CA 91770
103 Swarts & Swarts Office Building Las Vegas Clark NV 89145
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104 Springhill Suites Rochester Olmstead MN 55902
105 Chelsea Court Apartments Los Angeles Los Angeles CA 90004
106 CVS - Eckerds - Kansas City Kansas City Jackson MO 64145
107 Sutton Place Apartments Los Angeles Los Angeles CA 90046
108 Wildwood Apartments Hoover Jefferson AL 35216
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109 14639 Burbank Boulevard Van Nuys Los Angeles CA 91411
110 Walgreens (Greenville) Simpsonville Greenville SC 29681
111 Quail Canyon Apartments Tempe Maricopa AZ 85282
112 Wyndham on the Creek Apartments Dallas Dallas TX 75243
113 Ridge Park Apartments Tulsa Tulsa OK 74136
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114 The Center Place Apartments Arlington Tarrant TX 76014
115 Barrett Apartments Mobile Mobile AL 36619
116 Dollar Self Storage - Mesa Apache Junction Pinal AZ 85219
117 University Plaza Shopping Center Martin Weakley TN 38237
118 Kerr Drug - Zebulon Zebulon Wake NC 27597
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119 Valley Vista MHP Lowell Kent MI 49331
120 Pueblo Springs Mobile Home Park Hayward Alameda CA 94545
121 9287 Airway Road Otay Mesa (San Antonio) San Diego CA 92154
122 Bureau of Customs and Border Protection Carlsbad Eddy NM 88220
123 Oaks of Ashford Point Apt Homes II Houston Harris TX 77082
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124 Kerr Drug - Pembroke Pembroke Robeson NC 28372
125 Rose Street Auto Center Escondido San Diego CA 92027
126 Kerr Drug - Durham Durham Durham NC 27707
127 Capitol Hill Apartments Omaha Douglas NE 68102
128 Kerr Drug - Southport Southport Brunswick NC 28461
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129 Kerr Drug - Nashville Nashville Nash NC 27856
130 Kerr Drug - Bryson City Bryson City Swain NC 28713
131 Kerr Drug - Ramseur Ramseur Randolph NC 27316
132 Kerr Drug - Benson Benson Johnston NC 27504
133 Kerr Drug - Archdale Archdale Guilford NC 27263
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134 Kerr Drug - Pittsboro Pittsboro Chatham NC 27312
135 Kerr Drug - Carthage Carthage Moore NC 28327
136 Kerr Drug - Dobson Dobson Surry NC 27017
137 Gardendale Avenue Apartments Gardendale Jefferson AL 35071
138 Meadow View Manor Brainerd Crow Wing MN 56401
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NET UNITS LOAN PER NET
YEAR YEAR RENTABLE AREA OF RENTABLE AREA
ID PROPERTY NAME BUILT RENOVATED SF/UNITS MEASURE SF/UNITS(6)(9)
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street 1925 1985 212,299 Sq. Ft. 88.08
40 West Tower at Doctor's Hospital 1994 92,391 Sq. Ft. 182.59
41 Westbury Apartments 2003-2004 131 Units 125,954.20
42 Mission Sandy Springs Apartments 1968-1970 2000 308 Units 52,922.08
43 Cesery Portfolio 1958-1974 725 Units 22,068.97
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44 Henry Mayo Hospital Ambulatory Care Center 1989/1990 51,407 Sq. Ft. 308.32
45 Westwood Office Building 1984 106,637 Sq. Ft. 135.04
46 Greenbriar Village MHP 1986-1991 319 Pads 44,639.50
47 Braden Lakes Apartments 1986 264 Units 53,030.30
48 Chambers Ridge Apartments 1972-1975 324 Units 43,073.78
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49 Input/Output Office Complex Bldg 2 & 3 1983 189,566 Sq. Ft. 71.94
50 Hampton Inn Downtown - Ft. Lauderdale City Center 2002 156 Rooms 87,179.49
51 AmeriCenter - Livionia 1988 2002 20,658 Sq. Ft. 155.00
52 AmeriCenter - Schaumburg 1989 18,065 Sq. Ft. 155.00
53 AmeriCenter - Bloomfield 1988 1999 14,010 Sq. Ft. 155.00
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54 AmeriCenter - Southfield 1985 & 1988 1999 19,566 Sq. Ft. 155.00
55 AmeriCenter - Troy, MI 1985 1996 15,276 Sq. Ft. 155.00
56 Kelly Square 1985 72,120 Sq. Ft. 187.19
57 2131 K Street 1981 70,600 Sq. Ft. 186.18
58 Residence Inn by Marriott Charlotte Uptown 2001 150 Rooms 86,666.67
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59 Homewood Suites by Hilton - Columbia 2003 150 Rooms 85,775.75
60 Union Village Center 1970, 1986, 1997 1997 201,976 Sq. Ft. 59.35
61 Dominion at Riata 1999 153 Units 76,470.59
62 Lochwood Apartments 1950 353 Units 32,577.90
63 Copper Mill Apartments 1977 544 Units 20,342.67
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64 Hampton Inn & Suites - Miami Airport 2000 147 Rooms 74,829.93
65 Nepperhan Business Center 1898 & 1989 1978 161,454 Sq. Ft. 66.21
66 Residence Inn - Anaheim Hills 2002 128 Rooms 82,031.25
67 Marshall & Isley Bldg 1983 41,137 Sq. Ft. 230.94
68 Fernwood MHP 1967 & 1974 328 Pads 28,292.68
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69 Wyndwood Apartments 1982 181 Units 51,104.97
70 Maytag Industrial Office 1965-1979 2004 591,635 Sq. Ft. 15.36
71 Oaks of Ashford Apartment Homes 1983 199 Units 44,089.98
72 Holiday Inn Express Hotel & Suites - Valencia 2002 118 Rooms 70,279.10
73 Best Buy and Barnes and Noble 1994 65,000 Sq. Ft. 124.62
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74 Holiday Inn - Coral Gables 1962 2005 155 Rooms 51,612.90
75 Bryce Jordan Tower 2003 48 Units 166,336.57
76 Abacoa Professional Center 2001 40,396 Sq. Ft. 195.07
77 Hawthorn Suites - Herndon 1999 104 Rooms 75,000.00
78 AIS Headquarters 1989 2004 128,000 Sq. Ft. 58.13
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79 9701 Apollo Drive 2002 93,585 Sq. Ft. 79.28
80 Livermore Valley Shopping Center 1972 78,377 Sq. Ft. 91.77
81 Downing Place Townhouses 1982-1983 193 Units 36,787.56
82 8350 Wilshire Blvd Office 1980 36,099 Sq. Ft. 193.97
83 County of Los Angeles Building 1965 2002 47,576 Sq. Ft. 146.08
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84 Hilton Homewood Suites 1997 114 Rooms 59,868.42
85 Holiday Inn Riverview 1970 2001 180 Rooms 37,500.00
86 Cresent Plaza 1973 2005 114,617 Sq. Ft. 58.46
87 Boynton Medical Office 1996 37,704 Sq. Ft. 177.70
88 The Island One Building 2005 55,529 Sq. Ft. 117.06
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89 Summer Trace Apartments 1973 200 Units 32,500.00
90 Bella Vista Shopping Center 2004 33,256 Sq. Ft. 195.29
91 Input/Output Office Complex Bldg 1 1983 1995 90,990 Sq. Ft. 69.72
92 69 Bennett Avenue 1954 60 Units 104,062.37
93 109-20 Queens Boulevard 1929 64 Units 97,168.24
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94 Country Inn & Suites - Atlanta Six Flags 2000 91 Rooms 68,313.36
95 Saddlewood Center 1990 1993 40,478 Sq. Ft. 152.86
96 SpringHill Suites by Marriott - Washington 2000 86 Rooms 70,530.62
97 The Citadel 1986 28,548 Sq. Ft. 199.66
98 Trussville Office Park 2000-2004 48,392 Sq. Ft. 116.12
- ------------------------------------------------------------------------------------------------------------------------------------
99 New England Apartments 2000-2003 66 Units 84,601.13
100 Summit Apartments 1989 90 Units 61,111.11
101 Holiday Inn Express Hotel & Suites 2000 89 Rooms 61,434.44
102 Rosemead Levitz Furniture 1971 2003 40,396 Sq. Ft. 128.55
103 Swarts & Swarts Office Building 2005 23,965 Sq. Ft. 212.81
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104 Springhill Suites 1999 86 Rooms 56,813.73
105 Chelsea Court Apartments 1988 67 Units 69,850.75
106 CVS - Eckerds - Kansas City 2003 13,813 Sq. Ft. 300.17
107 Sutton Place Apartments 1987 136 Units 29,411.76
108 Wildwood Apartments 1979 2003 88 Units 44,318.18
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109 14639 Burbank Boulevard 1985 52 Units 73,461.54
110 Walgreens (Greenville) 2005 14,550 Sq. Ft. 261.49
111 Quail Canyon Apartments 1980 112 Units 32,142.86
112 Wyndham on the Creek Apartments 1984 151 Units 23,521.91
113 Ridge Park Apartments 1982 100 Units 34,925.58
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114 The Center Place Apartments 1984 100 Units 33,469.54
115 Barrett Apartments 1977 2003 152 Units 21,842.11
116 Dollar Self Storage - Mesa 2003 622 Units 5,295.28
117 University Plaza Shopping Center 1986 72,621 Sq. Ft. 44.02
118 Kerr Drug - Zebulon 2004 11,952 Sq. Ft. 258.66
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119 Valley Vista MHP 1971 137 Pads 22,116.79
120 Pueblo Springs Mobile Home Park 1973 137 Pads 21,897.81
121 9287 Airway Road 1980 2005 6,000 Sq. Ft. 498.93
122 Bureau of Customs and Border Protection 2004 10,019 Sq. Ft. 274.92
123 Oaks of Ashford Point Apt Homes II 1983 56 Units 46,292.45
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124 Kerr Drug - Pembroke 2003 10,208 Sq. Ft. 207.77
125 Rose Street Auto Center 1990 34,656 Sq. Ft. 60.88
126 Kerr Drug - Durham 2000 9,804 Sq. Ft. 210.46
127 Capitol Hill Apartments 1951 1997 115 Units 17,834.78
128 Kerr Drug - Southport 2000 9,804 Sq. Ft. 209.00
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129 Kerr Drug - Nashville 1996 11,330 Sq. Ft. 174.50
130 Kerr Drug - Bryson City 1996 10,752 Sq. Ft. 179.87
131 Kerr Drug - Ramseur 1999 9,804 Sq. Ft. 197.26
132 Kerr Drug - Benson 1999 9,949 Sq. Ft. 191.50
133 Kerr Drug - Archdale 2000 9,000 Sq. Ft. 210.09
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134 Kerr Drug - Pittsboro 1996 9,600 Sq. Ft. 196.96
135 Kerr Drug - Carthage 1996 9,837 Sq. Ft. 181.25
136 Kerr Drug - Dobson 1996 9,616 Sq. Ft. 171.96
137 Gardendale Avenue Apartments 1996 48 Units 32,784.66
138 Meadow View Manor 1961 95 Pads 13,656.56
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PREPAYMENT FOURTH FOURTH THIRD THIRD MOST
PROVISIONS MOST RECENT RECENT NOI MOST RECENT RECENT NOI
ID PROPERTY NAME (# OF PAYMENTS)(13)(14) NOI DATE NOI DATE
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39 230 South Broad Street L(26);D(90);O(4) 1,528,092 12/31/2002 1,395,771 12/31/2003
40 West Tower at Doctor's Hospital L(24);D(92);O(4) 1,960,938 12/31/2003
41 Westbury Apartments L(26);D(90);O(4)
42 Mission Sandy Springs Apartments L(26);D(90);O(4) 1,147,799 12/31/2002 1,406,955 12/31/2003
43 Cesery Portfolio L(26);D(92);O(2) 1,543,669 12/31/2003
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44 Henry Mayo Hospital Ambulatory Care Center L(24);D(92);O(4) 1,404,000 12/31/2003
45 Westwood Office Building L(36);D(77);O(7)
46 Greenbriar Village MHP L(26);D(90);O(4) 1,116,553 12/31/2002 1,220,577 12/31/2003
47 Braden Lakes Apartments L(26);D(30);O(4) 989,693 12/31/2002 852,695 12/31/2003
48 Chambers Ridge Apartments L(27);D(89);O(4) 1,300,664 12/31/2002 1,202,871 12/31/2003
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49 Input/Output Office Complex Bldg 2 & 3 L(36);D(80);O(4)
50 Hampton Inn Downtown - Ft. Lauderdale City Center L(36);D(77);O(7) 301,260 12/31/2002 961,696 12/31/2003
51 AmeriCenter - Livionia L(36);D(80);O(4) 313,534 12/31/2002 360,957 12/31/2003
52 AmeriCenter - Schaumburg L(36);D(80);O(4) 278,141 12/31/2002 271,796 12/31/2003
53 AmeriCenter - Bloomfield L(36);D(80);O(4) 210,100 12/31/2002 314,781 12/31/2003
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54 AmeriCenter - Southfield L(36);D(80);O(4) 256,819 12/31/2002 282,413 12/31/2005
55 AmeriCenter - Troy, MI L(36);D(80);O(4) 362,331 12/31/2002 322,463 12/31/2003
56 Kelly Square L(24);D(56);O(4) 1,121,845 12/31/2003
57 2131 K Street L(36);D(80);O(4) 1,147,168 12/31/2003
58 Residence Inn by Marriott Charlotte Uptown L(38);D(80);O(2) 1,273,552 12/31/2003
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59 Homewood Suites by Hilton - Columbia L(43);D(75);O(2)
60 Union Village Center L(36);D(80);O(4) 1,217,778 12/31/2003
61 Dominion at Riata L(24);YM1(94);O(2) 1,162,823 12/31/2003
62 Lochwood Apartments L(25);D(91);O(4) 759,452 12/31/2003
63 Copper Mill Apartments L(27);D(89);O(4) 1,093,044 12/31/2002 776,025 12/31/2003
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64 Hampton Inn & Suites - Miami Airport L(36);D(77);O(7) 851,833 12/31/2002 985,430 12/31/2003
65 Nepperhan Business Center L(25);D(91);O(4) 876,744 12/31/2002 852,336 12/31/2003
66 Residence Inn - Anaheim Hills L(40);D(78);O(2) 1,243,678 12/31/2003
67 Marshall & Isley Bldg L(36);D(80);O(4) 848,960 12/31/2002 646,297 12/31/2003
68 Fernwood MHP L(26);D(90);O(4) 729,340 12/31/2002 741,330 12/31/2003
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69 Wyndwood Apartments L(26);D(90);O(4) 867,859 12/31/2002 847,597 12/31/2003
70 Maytag Industrial Office L(25);D(33);O(2)
71 Oaks of Ashford Apartment Homes L(35);YM1(81);O(4) 703,337 12/31/2002 853,252 12/31/2003
72 Holiday Inn Express Hotel & Suites - Valencia L(45);D(73);O(2) 830,188 12/31/2003
73 Best Buy and Barnes and Noble L(24);D(56);O(4) 740,171 12/31/2002 738,559 12/31/2003
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74 Holiday Inn - Coral Gables L(48);D(70);O(2) 1,491,482 12/31/2002 1,104,202 12/31/2003
75 Bryce Jordan Tower L(36);D(80);O(4) 261,052 12/31/2003
76 Abacoa Professional Center L(24);D(92);O(4) 705,008 12/31/2003
77 Hawthorn Suites - Herndon L(43);D(75);O(2) 1,105,540 12/31/2002 1,032,495 9/30/2003
78 AIS Headquarters L(36);D(80);O(4)
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79 9701 Apollo Drive L(27);D(149);O(4)
80 Livermore Valley Shopping Center L(35);YM1(81);O(4) 769,973 12/31/2003
81 Downing Place Townhouses L(24);D(94);O(2) 686,899 12/31/2003
82 8350 Wilshire Blvd Office L(25);D(93);O(2) 687,003 12/31/2003
83 County of Los Angeles Building L(23);YM1(93);O(4) 858,709 12/31/2003
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84 Hilton Homewood Suites L(24);D(92);O(4) 789,595 12/31/2003
85 Holiday Inn Riverview L(24);D(92);O(4) 756,053 12/31/2002 939,417 12/31/2003
86 Cresent Plaza L(36);D(80);O(4) 526,541 12/31/2002 551,537 12/31/2003
87 Boynton Medical Office L(24);D(92);O(4) 680,103 12/31/2003
88 The Island One Building L(36);D(80);O(4)
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89 Summer Trace Apartments L(23);YM1(96);O(1) 495,294 12/31/2003
90 Bella Vista Shopping Center L(25);D(93);O(2)
91 Input/Output Office Complex Bldg 1 L(36);D(20);O(4)
92 69 Bennett Avenue L(25);D(28);O(7) 428,207 12/31/2002 400,068 12/31/2003
93 109-20 Queens Boulevard L(25);D(28);O(7) 431,422 12/31/2002 358,597 12/31/2003
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94 Country Inn & Suites - Atlanta Six Flags L(36);D(80);O(4) 764,843 12/31/2003
95 Saddlewood Center L(35);YM1(81);O(4) 575,579 12/31/2003
96 SpringHill Suites by Marriott - Washington L(40);D(78);O(2) 789,795 12/31/2002 728,491 12/31/2003
97 The Citadel L(25);D(91);O(4)
98 Trussville Office Park L(25);D(91);O(4) 387,983 12/31/2003
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99 New England Apartments L(27);D(89);O(4)
100 Summit Apartments L(25);D(92);O(3) 821,450 12/31/2003
101 Holiday Inn Express Hotel & Suites L(25);D(91);O(4) 854,228 12/31/2002 804,989 12/31/2003
102 Rosemead Levitz Furniture L(25);D(57);O(2)
103 Swarts & Swarts Office Building L(35);YM1(81);O(4)
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104 Springhill Suites L(36);D(80);O(4) 1,032,423 12/31/2002 997,549 12/31/2003
105 Chelsea Court Apartments L(25);D(92);O(3) 621,880 12/31/2003
106 CVS - Eckerds - Kansas City L(36);D(80);O(4)
107 Sutton Place Apartments L(25);D(92);O(3) 909,158 12/31/2003
108 Wildwood Apartments L(26);D(54);O(4) 383,866 12/31/2002 287,530 12/31/2003
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109 14639 Burbank Boulevard L(25);D(92);O(3) 325,720 12/31/2003
110 Walgreens (Greenville) L(25);D(273);O(2)
111 Quail Canyon Apartments L(25);D(93);O(2) 299,837 12/31/2003
112 Wyndham on the Creek Apartments L(35);YM1(81);O(4) 370,935 12/31/2002 263,430 12/31/2003
113 Ridge Park Apartments L(59);YM1(57);O(4) 418,032 12/31/2002 332,852 12/31/2003
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114 The Center Place Apartments L(35);YM1(81);O(4) 329,986 12/31/2003
115 Barrett Apartments L(24);D(92);O(4) 420,179 12/31/2003
116 Dollar Self Storage - Mesa L(36);D(77);O(7)
117 University Plaza Shopping Center L(36);D(80);O(4) 378,525 12/31/2002 348,964 12/31/2003
118 Kerr Drug - Zebulon L(24);D(94);O(2)
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119 Valley Vista MHP L(26);D(90);O(4) 281,788 12/31/2002 249,350 12/31/2003
120 Pueblo Springs Mobile Home Park L(25);D(92);O(3) 475,003 12/31/2003
121 9287 Airway Road L(25);D(33);O(2)
122 Bureau of Customs and Border Protection L(36);D(20);O(4)
123 Oaks of Ashford Point Apt Homes II L(35);YM1(81);O(4) 195,733 12/31/2002 215,650 12/31/2003
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124 Kerr Drug - Pembroke L(24);D(94);O(2)
125 Rose Street Auto Center L(25);D(93);O(2) 210,620 12/31/2002 220,308 12/31/2003
126 Kerr Drug - Durham L(24);D(94);O(2)
127 Capitol Hill Apartments L(36);D(80);O(4) 210,761 12/31/2002 226,556 12/31/2003
128 Kerr Drug - Southport L(24);D(94);O(2)
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129 Kerr Drug - Nashville L(24);D(154);O(2)
130 Kerr Drug - Bryson City L(24);D(94);O(2)
131 Kerr Drug - Ramseur L(24);D(94);O(2)
132 Kerr Drug - Benson L(24);D(94);O(2)
133 Kerr Drug - Archdale L(24);D(94);O(2)
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134 Kerr Drug - Pittsboro L(24);D(154);O(2)
135 Kerr Drug - Carthage L(24);D(94);O(2)
136 Kerr Drug - Dobson L(24);D(94);O(2)
137 Gardendale Avenue Apartments L(25);D(93);O(2)
138 Meadow View Manor L(25);D(213);O(2)
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SECOND SECOND MOST MOST RECENT
MOST RECENT RECENT NOI MOST RECENT NOI
ID PROPERTY NAME NOI DATE NOI DATE
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street 1,534,187 12/31/2004
40 West Tower at Doctor's Hospital 2,039,188 12/31/2004 2,047,490 T-12 4/30/2005
41 Westbury Apartments 373,987 12/31/2004 770,463 T-12 3/31/2005
42 Mission Sandy Springs Apartments 1,345,006 12/31/2004 1,374,820 T-12 2/28/2005
43 Cesery Portfolio 1,295,375 12/31/2004 1,299,976 T-12 5/31/2005
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44 Henry Mayo Hospital Ambulatory Care Center 1,424,326 12/31/2004
45 Westwood Office Building 444,911 12/31/2004
46 Greenbriar Village MHP 1,247,890 12/31/2004 1,258,637 T-12 4/30/2005
47 Braden Lakes Apartments 1,015,045 12/31/2004 1,060,792 T-12 2/28/2005
48 Chambers Ridge Apartments 1,085,811 12/31/2004 1,065,607 T-12 1/31/2005
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49 Input/Output Office Complex Bldg 2 & 3
50 Hampton Inn Downtown - Ft. Lauderdale City Center 1,566,188 12/31/2004 1,660,934 T-12 2/28/2005
51 AmeriCenter - Livionia 492,736 12/31/2004
52 AmeriCenter - Schaumburg 334,988 12/31/2004
53 AmeriCenter - Bloomfield 383,040 12/31/2004
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54 AmeriCenter - Southfield 320,129 12/31/2004
55 AmeriCenter - Troy, MI 353,378 12/31/2004
56 Kelly Square 1,217,607 12/31/2004 1,203,590 Ann. 5/31/2005
57 2131 K Street 801,022 12/31/2004
58 Residence Inn by Marriott Charlotte Uptown 1,553,303 12/31/2004 1,678,103 T-12 4/30/2005
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59 Homewood Suites by Hilton - Columbia 1,823,366 12/31/2004 1,822,217 T-12 4/30/2005
60 Union Village Center 1,168,267 12/31/2004 1,255,506 Ann. 4/30/2005
61 Dominion at Riata 1,072,676 12/31/2004 1,167,326 T-12 3/21/2005
62 Lochwood Apartments 574,937 12/31/2004 646,908 T-12 5/31/2005
63 Copper Mill Apartments 952,756 12/31/2004
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64 Hampton Inn & Suites - Miami Airport 1,269,667 12/31/2004 1,385,622 T-12 2/28/2005
65 Nepperhan Business Center 936,839 12/31/2004
66 Residence Inn - Anaheim Hills 1,533,315 12/31/2004
67 Marshall & Isley Bldg 619,093 12/31/2004
68 Fernwood MHP 788,595 12/31/2004 757,020 T-12 4/30/2005
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69 Wyndwood Apartments 879,987 12/31/2004 888,871 T-12 3/31/2005
70 Maytag Industrial Office -176,105 12/31/2004 281,562 Ann. 2/28/2005
71 Oaks of Ashford Apartment Homes 844,361 12/31/2004 841,593 Ann. 2/28/2005
72 Holiday Inn Express Hotel & Suites - Valencia 1,340,570 12/31/2004 1,483,016 T-12 3/31/2005
73 Best Buy and Barnes and Noble 709,372 12/31/2004
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74 Holiday Inn - Coral Gables 1,202,124 12/31/2004 1,321,525 T-12 4/30/2005
75 Bryce Jordan Tower 742,597 12/31/2004 768,370 Ann. 3/31/2005
76 Abacoa Professional Center 819,191 12/31/2004 817,136 T-12 4/30/2005
77 Hawthorn Suites - Herndon 1,284,094 10/31/2004
78 AIS Headquarters
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79 9701 Apollo Drive 759,731 T-12 2/28/2005
80 Livermore Valley Shopping Center 779,956 9/30/2004 1,258,596 Ann. 2/28/2005
81 Downing Place Townhouses 707,835 12/31/2004 761,644 T-12 6/30/2005
82 8350 Wilshire Blvd Office 746,325 12/31/2004
83 County of Los Angeles Building 835,160 12/31/2004
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84 Hilton Homewood Suites 887,596 12/31/2004 960,843 T-12 4/30/2005
85 Holiday Inn Riverview 1,003,067 12/31/2004 1,100,461 T-12 5/31/2005
86 Cresent Plaza 669,521 12/31/2004
87 Boynton Medical Office 684,237 12/31/2004 653,058 T-12 5/31/2005
88 The Island One Building
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89 Summer Trace Apartments 564,607 12/31/2004 583,659 T-12 3/31/2005
90 Bella Vista Shopping Center 592,024 Ann. 2/28/2005
91 Input/Output Office Complex Bldg 1
92 69 Bennett Avenue 457,392 12/31/2004
93 109-20 Queens Boulevard 398,068 12/31/2004
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94 Country Inn & Suites - Atlanta Six Flags 912,844 12/31/2004 931,494 T-12 3/31/2005
95 Saddlewood Center 521,820 12/31/2004 567,064 Ann. 3/31/2005
96 SpringHill Suites by Marriott - Washington 856,821 12/31/2004
97 The Citadel 182,580 12/31/2004
98 Trussville Office Park 488,285 12/31/2004
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99 New England Apartments 547,339 Ann. 12/31/2004 (10 mos) 542,585 T-12 2/28/2005
100 Summit Apartments 849,169 12/31/2004 805,257 T-12 2/28/2005
101 Holiday Inn Express Hotel & Suites 708,109 12/31/2004 814,632 T-12 4/30/2005
102 Rosemead Levitz Furniture 648,891 12/31/2004
103 Swarts & Swarts Office Building 492,229 Ann. 12/31/2005
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104 Springhill Suites 1,012,538 12/31/2004 925,713 T-12 4/30/2005
105 Chelsea Court Apartments 612,048 12/31/2004 590,746 T-12 3/31/2005
106 CVS - Eckerds - Kansas City
107 Sutton Place Apartments 962,182 12/31/2004 975,311 T-12 4/30/2005
108 Wildwood Apartments 323,978 12/31/2004
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109 14639 Burbank Boulevard 351,542 12/31/2004 359,542 T-12 3/31/2005
110 Walgreens (Greenville)
111 Quail Canyon Apartments 332,013 12/31/2004 287,431 T-12 4/30/2005
112 Wyndham on the Creek Apartments 295,562 12/31/2004 323,102 T-12 4/30/2005
113 Ridge Park Apartments 294,177 12/31/2004 723,303 Ann. 3/31/2005
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114 The Center Place Apartments 305,765 12/31/2004 317,979 T-12 2/28/2005
115 Barrett Apartments 381,263 12/31/2004
116 Dollar Self Storage - Mesa 136,758 12/31/2004 229,052 Ann. 2/28/2005
117 University Plaza Shopping Center 403,521 12/31/2004
118 Kerr Drug - Zebulon
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119 Valley Vista MHP 265,787 12/31/2004 281,500 T-12 4/30/2005
120 Pueblo Springs Mobile Home Park 466,436 12/31/2004 452,449 T-12 3/31/2005
121 9287 Airway Road
122 Bureau of Customs and Border Protection
123 Oaks of Ashford Point Apt Homes II 238,062 12/31/2004 240,721 Ann. 2/28/2005
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124 Kerr Drug - Pembroke
125 Rose Street Auto Center 293,774 12/31/2004
126 Kerr Drug - Durham
127 Capitol Hill Apartments 231,329 12/31/2004 218,799 Ann. 3/31/2005
128 Kerr Drug - Southport
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129 Kerr Drug - Nashville
130 Kerr Drug - Bryson City
131 Kerr Drug - Ramseur
132 Kerr Drug - Benson
133 Kerr Drug - Archdale
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134 Kerr Drug - Pittsboro
135 Kerr Drug - Carthage
136 Kerr Drug - Dobson
137 Gardendale Avenue Apartments
138 Meadow View Manor 155,922 Ann. 4/30/2005
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UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN
ID PROPERTY NAME NOI REVENUE EGI EXPENSES
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street 1,837,554 3,481,126 3,870,035 2,032,481
40 West Tower at Doctor's Hospital 1,747,017 1,732,387 2,614,520 867,503
41 Westbury Apartments 1,367,723 1,962,679 2,019,674 651,951
42 Mission Sandy Springs Apartments 1,385,505 2,323,411 2,519,232 1,133,727
43 Cesery Portfolio 1,737,483 3,493,639 3,699,153 1,961,670
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44 Henry Mayo Hospital Ambulatory Care Center 1,374,263 1,374,263 1,669,401 295,138
45 Westwood Office Building 1,356,281 2,080,324 2,157,679 801,397
46 Greenbriar Village MHP 1,178,829 1,416,217 1,631,208 452,379
47 Braden Lakes Apartments 1,195,600 2,043,797 2,179,044 983,444
48 Chambers Ridge Apartments 1,148,657 2,244,749 2,565,875 1,417,218
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49 Input/Output Office Complex Bldg 2 & 3 1,512,041 1,516,718 1,558,805 46,764
50 Hampton Inn Downtown - Ft. Lauderdale City Center 1,606,347 4,342,007 4,342,007 2,735,660
51 AmeriCenter - Livionia 320,932 333,627 333,627 12,695
52 AmeriCenter - Schaumburg 288,973 300,331 300,331 11,358
53 AmeriCenter - Bloomfield 250,208 259,535 259,535 9,327
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54 AmeriCenter - Southfield 312,982 325,285 325,285 12,303
55 AmeriCenter - Troy, MI 258,435 268,476 268,476 10,040
56 Kelly Square 1,179,337 1,533,061 1,643,977 464,640
57 2131 K Street 1,258,795 2,036,069 2,303,835 1,045,040
58 Residence Inn by Marriott Charlotte Uptown 1,701,000 4,330,000 4,330,000 2,629,000
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59 Homewood Suites by Hilton - Columbia 1,715,652 4,410,595 4,410,595 2,694,943
60 Union Village Center 1,147,667 1,374,093 1,472,202 324,534
61 Dominion at Riata 1,143,431 1,974,001 2,058,152 914,720
62 Lochwood Apartments 1,125,650 2,262,806 2,458,651 1,333,001
63 Copper Mill Apartments 1,099,150 2,201,097 2,441,409 1,342,259
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64 Hampton Inn & Suites - Miami Airport 1,289,468 4,291,889 4,291,889 3,002,422
65 Nepperhan Business Center 1,147,708 1,473,184 1,609,484 461,776
66 Residence Inn - Anaheim Hills 1,416,000 3,652,000 3,652,000 2,236,000
67 Marshall & Isley Bldg 919,725 888,277 1,336,345 416,620
68 Fernwood MHP 787,087 1,182,177 1,238,165 451,078
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69 Wyndwood Apartments 911,778 1,568,478 1,607,758 695,980
70 Maytag Industrial Office 829,225 1,271,364 1,271,364 442,139
71 Oaks of Ashford Apartment Homes 843,341 1,403,029 1,457,556 614,215
72 Holiday Inn Express Hotel & Suites - Valencia 1,307,480 3,267,000 3,267,000 1,959,520
73 Best Buy and Barnes and Noble 680,328 719,284 973,110 292,781
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74 Holiday Inn - Coral Gables 1,267,890 4,490,248 4,490,248 3,222,358
75 Bryce Jordan Tower 760,570 1,043,100 1,101,436 340,866
76 Abacoa Professional Center 769,786 758,810 1,112,673 342,888
77 Hawthorn Suites - Herndon 1,197,000 3,197,000 3,197,000 2,000,000
78 AIS Headquarters 740,615 729,600 763,520 22,906
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79 9701 Apollo Drive 1,233,400 1,773,772 1,792,567 559,167
80 Livermore Valley Shopping Center 761,028 843,598 1,101,093 340,065
81 Downing Place Townhouses 679,666 1,153,836 1,202,984 523,318
82 8350 Wilshire Blvd Office 739,392 1,009,074 1,113,588 374,196
83 County of Los Angeles Building 773,523 1,152,768 1,152,768 379,245
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84 Hilton Homewood Suites 953,977 2,565,878 2,606,305 1,652,328
85 Holiday Inn Riverview 975,922 4,041,215 5,321,878 4,345,956
86 Cresent Plaza 652,330 607,866 910,366 258,036
87 Boynton Medical Office 725,169 747,593 1,035,403 310,233
88 The Island One Building 714,222 725,348 1,147,749 433,526
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89 Summer Trace Apartments 712,363 1,204,259 1,261,826 549,462
90 Bella Vista Shopping Center 629,434 620,781 786,228 156,794
91 Input/Output Office Complex Bldg 1 775,566 777,965 799,553 23,987
92 69 Bennett Avenue 517,497 771,422 831,276 313,779
93 109-20 Queens Boulevard 529,587 915,051 915,051 385,465
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94 Country Inn & Suites - Atlanta Six Flags 838,548 2,022,614 2,048,163 1,209,616
95 Saddlewood Center 611,920 685,496 850,066 238,145
96 SpringHill Suites by Marriott - Washington 822,000 2,149,000 2,149,000 1,327,000
97 The Citadel 548,927 586,763 824,031 275,104
98 Trussville Office Park 529,221 748,918 748,918 219,697
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99 New England Apartments 494,598 715,008 715,271 220,673
100 Summit Apartments 854,860 1,414,320 1,434,138 579,279
101 Holiday Inn Express Hotel & Suites 842,827 1,870,659 1,900,908 1,058,081
102 Rosemead Levitz Furniture 614,437 618,847 714,175 99,738
103 Swarts & Swarts Office Building 479,600 578,514 590,901 111,301
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104 Springhill Suites 812,555 2,135,905 2,135,905 1,323,349
105 Chelsea Court Apartments 640,311 1,073,506 1,084,416 444,106
106 CVS - Eckerds - Kansas City 358,922 357,732 371,569 12,647
107 Sutton Place Apartments 940,713 1,533,891 1,560,842 620,130
108 Wildwood Apartments 354,735 654,354 699,112 344,377
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109 14639 Burbank Boulevard 365,641 676,613 685,972 320,331
110 Walgreens (Greenville) 340,000 340,000 340,000
111 Quail Canyon Apartments 329,221 713,685 774,439 445,218
112 Wyndham on the Creek Apartments 353,333 820,927 859,792 506,458
113 Ridge Park Apartments 337,443 656,007 721,322 383,888
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114 The Center Place Apartments 315,611 655,752 674,870 359,259
115 Barrett Apartments 394,605 701,500 701,500 306,895
116 Dollar Self Storage - Mesa 319,632 441,557 563,729 244,096
117 University Plaza Shopping Center 369,899 414,662 456,024 86,125
118 Kerr Drug - Zebulon 342,491 351,929 353,084 10,593
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119 Valley Vista MHP 300,227 520,240 611,761 311,534
120 Pueblo Springs Mobile Home Park 415,868 679,792 721,173 305,305
121 9287 Airway Road 422,822 14,228 523,110 100,288
122 Bureau of Customs and Border Protection 248,456 378,652 378,652 130,197
123 Oaks of Ashford Point Apt Homes II 243,213 426,078 451,748 208,535
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124 Kerr Drug - Pembroke 235,934 241,447 243,231 7,297
125 Rose Street Auto Center 265,161 265,623 364,188 99,027
126 Kerr Drug - Durham 232,041 231,658 239,218 7,177
127 Capitol Hill Apartments 228,304 486,093 584,452 356,148
128 Kerr Drug - Southport 232,205 231,649 239,387 7,182
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129 Kerr Drug - Nashville 231,857 221,768 239,028 7,171
130 Kerr Drug - Bryson City 217,334 217,456 224,056 6,722
131 Kerr Drug - Ramseur 217,985 217,273 224,727 6,742
132 Kerr Drug - Benson 218,912 218,122 225,682 6,770
133 Kerr Drug - Archdale 213,335 212,673 219,933 6,598
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134 Kerr Drug - Pittsboro 213,514 212,663 220,118 6,604
135 Kerr Drug - Carthage 201,728 200,303 207,967 6,239
136 Kerr Drug - Dobson 187,408 185,180 193,204 5,796
137 Gardendale Avenue Apartments 153,517 275,158 275,158 121,641
138 Meadow View Manor 139,789 233,608 234,568 94,778
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UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN NET
ID PROPERTY NAME RESERVES TI/LC CASH FLOW
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street 42,460 226,131 1,568,963
40 West Tower at Doctor's Hospital 13,859 85,077 1,648,081
41 Westbury Apartments 28,296 1,339,427
42 Mission Sandy Springs Apartments 77,000 1,308,505
43 Cesery Portfolio 180,525 1,556,958
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44 Henry Mayo Hospital Ambulatory Care Center 12,852 74,880 1,286,531
45 Westwood Office Building 21,288 111,304 1,223,690
46 Greenbriar Village MHP 15,950 1,162,879
47 Braden Lakes Apartments 1,195,600
48 Chambers Ridge Apartments 81,000 1,067,657
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49 Input/Output Office Complex Bldg 2 & 3 37,913 103,479 1,370,648
50 Hampton Inn Downtown - Ft. Lauderdale City Center 173,680 1,432,667
51 AmeriCenter - Livionia 5,515 14,765 300,652
52 AmeriCenter - Schaumburg 9,798 13,143 266,032
53 AmeriCenter - Bloomfield 5,962 10,911 233,335
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54 AmeriCenter - Southfield 5,890 14,235 292,857
55 AmeriCenter - Troy, MI 3,740 11,506 243,190
56 Kelly Square 13,800 69,002 1,096,535
57 2131 K Street 15,575 89,408 1,153,812
58 Residence Inn by Marriott Charlotte Uptown 215,000 1,486,000
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59 Homewood Suites by Hilton - Columbia 220,530 1,495,122
60 Union Village Center 46,737 70,630 1,030,300
61 Dominion at Riata 38,250 1,105,181
62 Lochwood Apartments 88,250 1,037,400
63 Copper Mill Apartments 136,000 963,150
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64 Hampton Inn & Suites - Miami Airport 171,676 1,117,792
65 Nepperhan Business Center 24,218 46,018 1,077,472
66 Residence Inn - Anaheim Hills 183,000 1,233,000
67 Marshall & Isley Bldg 8,227 49,826 861,671
68 Fernwood MHP 16,400 770,687
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69 Wyndwood Apartments 45,250 866,528
70 Maytag Industrial Office 59,164 78,078 691,984
71 Oaks of Ashford Apartment Homes 50,618 792,723
72 Holiday Inn Express Hotel & Suites - Valencia 163,000 1,144,480
73 Best Buy and Barnes and Noble 20,150 660,178
- ------------------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables 224,512 1,043,378
75 Bryce Jordan Tower 14,400 746,170
76 Abacoa Professional Center 27,300 41,091 701,395
77 Hawthorn Suites - Herndon 160,000 1,037,000
78 AIS Headquarters 12,800 26,500 701,314
- ------------------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive 18,717 91,933 1,122,750
80 Livermore Valley Shopping Center 11,757 40,868 708,403
81 Downing Place Townhouses 50,760 628,906
82 8350 Wilshire Blvd Office 6,137 65,385 667,871
83 County of Los Angeles Building 9,575 52,806 711,142
- ------------------------------------------------------------------------------------------------------------------------------------
84 Hilton Homewood Suites 104,252 849,725
85 Holiday Inn Riverview 209,499 766,423
86 Cresent Plaza 21,040 27,414 603,876
87 Boynton Medical Office 11,311 42,541 671,318
88 The Island One Building 11,106 35,052 668,063
- ------------------------------------------------------------------------------------------------------------------------------------
89 Summer Trace Apartments 50,000 662,363
90 Bella Vista Shopping Center 4,988 30,753 593,692
91 Input/Output Office Complex Bldg 1 18,198 51,018 706,350
92 69 Bennett Avenue 15,000 502,497
93 109-20 Queens Boulevard 16,250 513,337
- ------------------------------------------------------------------------------------------------------------------------------------
94 Country Inn & Suites - Atlanta Six Flags 81,927 756,621
95 Saddlewood Center 10,000 31,657 570,264
96 SpringHill Suites by Marriott - Washington 107,000 715,000
97 The Citadel 6,281 37,586 505,060
98 Trussville Office Park 7,259 49,707 472,255
- ------------------------------------------------------------------------------------------------------------------------------------
99 New England Apartments 16,500 478,098
100 Summit Apartments 22,500 832,360
101 Holiday Inn Express Hotel & Suites 76,036 766,791
102 Rosemead Levitz Furniture 6,059 27,193 581,184
103 Swarts & Swarts Office Building 4,744 25,100 449,756
- ------------------------------------------------------------------------------------------------------------------------------------
104 Springhill Suites 85,436 727,119
105 Chelsea Court Apartments 16,750 623,561
106 CVS - Eckerds - Kansas City 2,690 356,232
107 Sutton Place Apartments 34,000 906,713
108 Wildwood Apartments 22,000 332,735
- ------------------------------------------------------------------------------------------------------------------------------------
109 14639 Burbank Boulevard 13,000 352,641
110 Walgreens (Greenville) 340,000
111 Quail Canyon Apartments 28,000 301,221
112 Wyndham on the Creek Apartments 37,750 315,583
113 Ridge Park Apartments 25,000 312,443
- ------------------------------------------------------------------------------------------------------------------------------------
114 The Center Place Apartments 290,611
115 Barrett Apartments 46,816 347,789
116 Dollar Self Storage - Mesa 10,309 309,323
117 University Plaza Shopping Center 10,893 26,044 332,962
118 Kerr Drug - Zebulon 1,423 12,609 328,460
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP 6,850 293,377
120 Pueblo Springs Mobile Home Park 6,850 409,018
121 9287 Airway Road 20,671 402,152
122 Bureau of Customs and Border Protection 2,089 246,367
123 Oaks of Ashford Point Apt Homes II 14,124 229,089
- ------------------------------------------------------------------------------------------------------------------------------------
124 Kerr Drug - Pembroke 1,915 8,998 225,021
125 Rose Street Auto Center 5,198 21,362 238,600
126 Kerr Drug - Durham 7,163 8,518 216,359
127 Capitol Hill Apartments 37,145 191,159
128 Kerr Drug - Southport 7,157 8,497 216,551
- ------------------------------------------------------------------------------------------------------------------------------------
129 Kerr Drug - Nashville 17,217 8,410 206,230
130 Kerr Drug - Bryson City 7,096 8,200 202,037
131 Kerr Drug - Ramseur 7,182 8,104 202,700
132 Kerr Drug - Benson 7,163 8,106 203,643
133 Kerr Drug - Archdale 6,590 7,944 198,800
- ------------------------------------------------------------------------------------------------------------------------------------
134 Kerr Drug - Pittsboro 7,203 7,967 198,345
135 Kerr Drug - Carthage 7,423 7,594 186,712
136 Kerr Drug - Dobson 7,710 7,150 172,549
137 Gardendale Avenue Apartments 12,000 141,517
138 Meadow View Manor 4,750 135,039
- ------------------------------------------------------------------------------------------------------------------------------------
LEASE
ID PROPERTY NAME LARGEST TENANT SF EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street Aegean Estiatorio, Inc. 14,105 6/30/2030
40 West Tower at Doctor's Hospital Doctor's Hospital of Dallas 92,391 3/2/2015
41 Westbury Apartments
42 Mission Sandy Springs Apartments
43 Cesery Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
44 Henry Mayo Hospital Ambulatory Care Center Henry Mayo Newhall Memorial Hospital 51,407 4/1/2018
45 Westwood Office Building Day & Night Printing, Inc. 18,230 9/30/2010
46 Greenbriar Village MHP
47 Braden Lakes Apartments
48 Chambers Ridge Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3 Input/Output, Inc. 189,566 6/30/2017
50 Hampton Inn Downtown - Ft. Lauderdale City Center
51 AmeriCenter - Livionia AmeriCenter, Inc. 20,658 5/16/2020
52 AmeriCenter - Schaumburg AmeriCenter, Inc. 18,065 5/16/2020
53 AmeriCenter - Bloomfield AmeriCenter, Inc. 14,010 5/16/2020
- ------------------------------------------------------------------------------------------------------------------------------------
54 AmeriCenter - Southfield AmeriCenter, Inc. 19,566 5/16/2020
55 AmeriCenter - Troy, MI AmeriCenter, Inc. 15,276 5/16/2020
56 Kelly Square Fairfax County 64,682 9/30/2007
57 2131 K Street Liquidity Services 10,415 10/31/2010
58 Residence Inn by Marriott Charlotte Uptown
- ------------------------------------------------------------------------------------------------------------------------------------
59 Homewood Suites by Hilton - Columbia
60 Union Village Center Union County 92,500 7/1/2007
61 Dominion at Riata
62 Lochwood Apartments
63 Copper Mill Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
64 Hampton Inn & Suites - Miami Airport
65 Nepperhan Business Center YOHO Studios 29,856 3/31/2025
66 Residence Inn - Anaheim Hills
67 Marshall & Isley Bldg Morgan Stanley Dean Witter 11,150 4/30/2010
68 Fernwood MHP
- ------------------------------------------------------------------------------------------------------------------------------------
69 Wyndwood Apartments
70 Maytag Industrial Office Pratt 345,735 8/31/2014
71 Oaks of Ashford Apartment Homes
72 Holiday Inn Express Hotel & Suites - Valencia
73 Best Buy and Barnes and Noble Best Buy 45,000 2/1/2010
- ------------------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables
75 Bryce Jordan Tower
76 Abacoa Professional Center Recourse Communications 22,165 2/7/2012
77 Hawthorn Suites - Herndon
78 AIS Headquarters Affordable Interior Systems, Inc. 128,000 5/31/2017
- ------------------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive Upper Marlboro Preferred Properties 5,501 11/30/2009
80 Livermore Valley Shopping Center Dollar Tree 21,000 1/31/2007
81 Downing Place Townhouses
82 8350 Wilshire Blvd Office ML Stern & Company, Inc. 27,862 7/6/2006
83 County of Los Angeles Building County of Los Angeles 47,576 2/13/2011
- ------------------------------------------------------------------------------------------------------------------------------------
84 Hilton Homewood Suites
85 Holiday Inn Riverview
86 Cresent Plaza Dollar General Market 35,616 3/31/2020
87 Boynton Medical Office DCH Diagnostic 6,275 8/31/2006
88 The Island One Building Island One, Inc. 55,529 2/28/2020
- ------------------------------------------------------------------------------------------------------------------------------------
89 Summer Trace Apartments
90 Bella Vista Shopping Center Llamas Mexican Restaurant 4,180 5/30/2010
91 Input/Output Office Complex Bldg 1 Input/Output, Inc. 90,990 7/30/2015
92 69 Bennett Avenue
93 109-20 Queens Boulevard
- ------------------------------------------------------------------------------------------------------------------------------------
94 Country Inn & Suites - Atlanta Six Flags
95 Saddlewood Center Healy, Snyder 7,840 3/31/2008
96 SpringHill Suites by Marriott - Washington
97 The Citadel Michael's Restaurant 9,541 9/20/2007
98 Trussville Office Park Southern Care Hospice Inc. 7,500 7/15/2009
- ------------------------------------------------------------------------------------------------------------------------------------
99 New England Apartments
100 Summit Apartments
101 Holiday Inn Express Hotel & Suites
102 Rosemead Levitz Furniture Levitz Furniture, LLC 40,396 12/31/2018
103 Swarts & Swarts Office Building Swarts & Swarts, LLC 3,645 6/9/2005
- ------------------------------------------------------------------------------------------------------------------------------------
104 Springhill Suites
105 Chelsea Court Apartments
106 CVS - Eckerds - Kansas City CVS 13,813 3/1/2023
107 Sutton Place Apartments
108 Wildwood Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
109 14639 Burbank Boulevard
110 Walgreens (Greenville) Walgreen's 14,550 3/31/2080
111 Quail Canyon Apartments
112 Wyndham on the Creek Apartments
113 Ridge Park Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
114 The Center Place Apartments
115 Barrett Apartments
116 Dollar Self Storage - Mesa
117 University Plaza Shopping Center Excel Grocers 32,121 4/30/2007
118 Kerr Drug - Zebulon Kerr Drug 11,952 6/30/2025
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP
120 Pueblo Springs Mobile Home Park
121 9287 Airway Road Gold Point Transportation, Inc. 6,000 3/31/2010
122 Bureau of Customs and Border Protection US Customs Office 10,019 7/30/2024
123 Oaks of Ashford Point Apt Homes II
- ------------------------------------------------------------------------------------------------------------------------------------
124 Kerr Drug - Pembroke Kerr Drug 10,208 6/30/2025
125 Rose Street Auto Center Rodnok Enterprises, Inc 5,720 12/31/2008
126 Kerr Drug - Durham Kerr Drug 9,804 6/30/2025
127 Capitol Hill Apartments
128 Kerr Drug - Southport Kerr Drug 9,804 6/30/2025
- ------------------------------------------------------------------------------------------------------------------------------------
129 Kerr Drug - Nashville Kerr Drug 11,330 6/30/2025
130 Kerr Drug - Bryson City Kerr Drug 10,752 6/30/2025
131 Kerr Drug - Ramseur Kerr Drug 9,804 6/30/2025
132 Kerr Drug - Benson Kerr Drug 9,949 6/30/2025
133 Kerr Drug - Archdale Kerr Drug 9,000 6/30/2025
- ------------------------------------------------------------------------------------------------------------------------------------
134 Kerr Drug - Pittsboro Kerr Drug 9,600 6/30/2025
135 Kerr Drug - Carthage Kerr Drug 9,837 6/30/2025
136 Kerr Drug - Dobson Kerr Drug 9,616 6/30/2025
137 Gardendale Avenue Apartments
138 Meadow View Manor
- ------------------------------------------------------------------------------------------------------------------------------------
LEASE
ID PROPERTY NAME 2ND LARGEST TENANT SF EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street Spear, Winderman, Borish & Runck 10,387 1/31/2006
40 West Tower at Doctor's Hospital
41 Westbury Apartments
42 Mission Sandy Springs Apartments
43 Cesery Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
44 Henry Mayo Hospital Ambulatory Care Center
45 Westwood Office Building Wexford Group Int'l. 17,007 2/28/2015
46 Greenbriar Village MHP
47 Braden Lakes Apartments
48 Chambers Ridge Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3
50 Hampton Inn Downtown - Ft. Lauderdale City Center
51 AmeriCenter - Livionia
52 AmeriCenter - Schaumburg
53 AmeriCenter - Bloomfield
- ------------------------------------------------------------------------------------------------------------------------------------
54 AmeriCenter - Southfield
55 AmeriCenter - Troy, MI
56 Kelly Square Charles D. Kirksey DDS 5,400 9/30/2006
57 2131 K Street Cerf
58 Residence Inn by Marriott Charlotte Uptown
- ------------------------------------------------------------------------------------------------------------------------------------
59 Homewood Suites by Hilton - Columbia
60 Union Village Center Office Max Inc. 23,500 2/1/2015
61 Dominion at Riata
62 Lochwood Apartments
63 Copper Mill Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
64 Hampton Inn & Suites - Miami Airport
65 Nepperhan Business Center Dayleen Imports 15,072 5/31/2007
66 Residence Inn - Anaheim Hills
67 Marshall & Isley Bldg Marshall & Ilsley Trust Company 8,400 3/31/2007
68 Fernwood MHP
- ------------------------------------------------------------------------------------------------------------------------------------
69 Wyndwood Apartments
70 Maytag Industrial Office Micrometl 176,529 4/30/2016
71 Oaks of Ashford Apartment Homes
72 Holiday Inn Express Hotel & Suites - Valencia
73 Best Buy and Barnes and Noble Barnes & Noble 20,000 2/1/2010
- ------------------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables
75 Bryce Jordan Tower
76 Abacoa Professional Center Kelson Physician Partners 4,070 3/26/2007
77 Hawthorn Suites - Herndon
78 AIS Headquarters
- ------------------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive Hovnanian Land Investments Group 5,016 3/31/2010
80 Livermore Valley Shopping Center 24 Hour Fitness 19,902 5/31/2009
81 Downing Place Townhouses
82 8350 Wilshire Blvd Office Access Office 3,395 6/30/2009
83 County of Los Angeles Building
- ------------------------------------------------------------------------------------------------------------------------------------
84 Hilton Homewood Suites
85 Holiday Inn Riverview
86 Cresent Plaza Office Depot 26,290 11/30/2007
87 Boynton Medical Office Pinecrest Rehab 3,347 10/31/2008
88 The Island One Building
- ------------------------------------------------------------------------------------------------------------------------------------
89 Summer Trace Apartments
90 Bella Vista Shopping Center R&R Pizza Express 2,700 8/11/2014
91 Input/Output Office Complex Bldg 1
92 69 Bennett Avenue
93 109-20 Queens Boulevard
- ------------------------------------------------------------------------------------------------------------------------------------
94 Country Inn & Suites - Atlanta Six Flags
95 Saddlewood Center Charter One Bank 3,516 9/30/2007
96 SpringHill Suites by Marriott - Washington
97 The Citadel Esthetique Paris, Inc. 2,494 1/31/2010
98 Trussville Office Park Civil Consultants 6,353 3/31/2007
- ------------------------------------------------------------------------------------------------------------------------------------
99 New England Apartments
100 Summit Apartments
101 Holiday Inn Express Hotel & Suites
102 Rosemead Levitz Furniture
103 Swarts & Swarts Office Building Swarts, Manning, & Associates 5,779 2/17/2017
- ------------------------------------------------------------------------------------------------------------------------------------
104 Springhill Suites
105 Chelsea Court Apartments
106 CVS - Eckerds - Kansas City
107 Sutton Place Apartments
108 Wildwood Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
109 14639 Burbank Boulevard
110 Walgreens (Greenville)
111 Quail Canyon Apartments
112 Wyndham on the Creek Apartments
113 Ridge Park Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
114 The Center Place Apartments
115 Barrett Apartments
116 Dollar Self Storage - Mesa
117 University Plaza Shopping Center Fashion Bug 6,500 1/31/2008
118 Kerr Drug - Zebulon
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP
120 Pueblo Springs Mobile Home Park
121 9287 Airway Road
122 Bureau of Customs and Border Protection
123 Oaks of Ashford Point Apt Homes II
- ------------------------------------------------------------------------------------------------------------------------------------
124 Kerr Drug - Pembroke
125 Rose Street Auto Center Nidal Nasseraldin 4,667 11/30/2006
126 Kerr Drug - Durham
127 Capitol Hill Apartments
128 Kerr Drug - Southport
- ------------------------------------------------------------------------------------------------------------------------------------
129 Kerr Drug - Nashville
130 Kerr Drug - Bryson City
131 Kerr Drug - Ramseur
132 Kerr Drug - Benson
133 Kerr Drug - Archdale
- ------------------------------------------------------------------------------------------------------------------------------------
134 Kerr Drug - Pittsboro
135 Kerr Drug - Carthage
136 Kerr Drug - Dobson
137 Gardendale Avenue Apartments
138 Meadow View Manor
- ------------------------------------------------------------------------------------------------------------------------------------
LEASE
ID PROPERTY NAME 3RD LARGEST TENANT SF EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street American Arbitration Assoc. 10,387 6/30/2015
40 West Tower at Doctor's Hospital
41 Westbury Apartments
42 Mission Sandy Springs Apartments
43 Cesery Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
44 Henry Mayo Hospital Ambulatory Care Center
45 Westwood Office Building Regency Centers, L.P. 16,522 6/30/2006
46 Greenbriar Village MHP
47 Braden Lakes Apartments
48 Chambers Ridge Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3
50 Hampton Inn Downtown - Ft. Lauderdale City Center
51 AmeriCenter - Livionia
52 AmeriCenter - Schaumburg
53 AmeriCenter - Bloomfield
- ------------------------------------------------------------------------------------------------------------------------------------
54 AmeriCenter - Southfield
55 AmeriCenter - Troy, MI
56 Kelly Square Virginia Commerce Bank 2,038 6/30/2008
57 2131 K Street George Washington University
58 Residence Inn by Marriott Charlotte Uptown
- ------------------------------------------------------------------------------------------------------------------------------------
59 Homewood Suites by Hilton - Columbia
60 Union Village Center Tractor Supply 22,730 1/1/2009
61 Dominion at Riata
62 Lochwood Apartments
63 Copper Mill Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
64 Hampton Inn & Suites - Miami Airport
65 Nepperhan Business Center New York State 10,343 1/31/2009
66 Residence Inn - Anaheim Hills
67 Marshall & Isley Bldg Betty MacLean Travel 5,010 5/31/2008
68 Fernwood MHP
- ------------------------------------------------------------------------------------------------------------------------------------
69 Wyndwood Apartments
70 Maytag Industrial Office
71 Oaks of Ashford Apartment Homes
72 Holiday Inn Express Hotel & Suites - Valencia
73 Best Buy and Barnes and Noble
- ------------------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables
75 Bryce Jordan Tower
76 Abacoa Professional Center Palm Beach Diabetes & Endocrine Spec. 3,000 4/17/2012
77 Hawthorn Suites - Herndon
78 AIS Headquarters
- ------------------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive Carteret Mortgage-Lorraine Chaney 4,430 11/30/2009
80 Livermore Valley Shopping Center Kragen Auto Parts 6,624 7/31/2008
81 Downing Place Townhouses
82 8350 Wilshire Blvd Office
83 County of Los Angeles Building
- ------------------------------------------------------------------------------------------------------------------------------------
84 Hilton Homewood Suites
85 Holiday Inn Riverview
86 Cresent Plaza CVS 16,160 10/31/2008
87 Boynton Medical Office Dr. Lampert 2,953 10/31/2007
88 The Island One Building
- ------------------------------------------------------------------------------------------------------------------------------------
89 Summer Trace Apartments
90 Bella Vista Shopping Center Cornerstone Family Medicine 2,426 4/30/2010
91 Input/Output Office Complex Bldg 1
92 69 Bennett Avenue
93 109-20 Queens Boulevard
- ------------------------------------------------------------------------------------------------------------------------------------
94 Country Inn & Suites - Atlanta Six Flags
95 Saddlewood Center CB Honig-Bell 3,438 6/30/2009
96 SpringHill Suites by Marriott - Washington
97 The Citadel Nuevo Express 2,100 5/31/2008
98 Trussville Office Park Grayson & Associates 4,841 10/31/2007
- ------------------------------------------------------------------------------------------------------------------------------------
99 New England Apartments
100 Summit Apartments
101 Holiday Inn Express Hotel & Suites
102 Rosemead Levitz Furniture
103 Swarts & Swarts Office Building F.L. Smith LLC 3,645 8/31/2014
- ------------------------------------------------------------------------------------------------------------------------------------
104 Springhill Suites
105 Chelsea Court Apartments
106 CVS - Eckerds - Kansas City
107 Sutton Place Apartments
108 Wildwood Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
109 14639 Burbank Boulevard
110 Walgreens (Greenville)
111 Quail Canyon Apartments
112 Wyndham on the Creek Apartments
113 Ridge Park Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
114 The Center Place Apartments
115 Barrett Apartments
116 Dollar Self Storage - Mesa
117 University Plaza Shopping Center Hibbett Sporting Goods, Inc. 6,500 1/31/2008
118 Kerr Drug - Zebulon
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP
120 Pueblo Springs Mobile Home Park
121 9287 Airway Road
122 Bureau of Customs and Border Protection
123 Oaks of Ashford Point Apt Homes II
- ------------------------------------------------------------------------------------------------------------------------------------
124 Kerr Drug - Pembroke
125 Rose Street Auto Center Valley Radiology Cons. 3,734 12/31/2007
126 Kerr Drug - Durham
127 Capitol Hill Apartments
128 Kerr Drug - Southport
- ------------------------------------------------------------------------------------------------------------------------------------
129 Kerr Drug - Nashville
130 Kerr Drug - Bryson City
131 Kerr Drug - Ramseur
132 Kerr Drug - Benson
133 Kerr Drug - Archdale
- ------------------------------------------------------------------------------------------------------------------------------------
134 Kerr Drug - Pittsboro
135 Kerr Drug - Carthage
136 Kerr Drug - Dobson
137 Gardendale Avenue Apartments
138 Meadow View Manor
- ------------------------------------------------------------------------------------------------------------------------------------
UPFRONT MONTHLY
OCCUPANCY OCCUPANCY REPLACEMENT REPLACEMENT
ID PROPERTY NAME RATE AS-OF DATE RESERVES RESERVES
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street 95.66% 5/1/2005 3,539
40 West Tower at Doctor's Hospital 100.00% 4/30/2005 1,155
41 Westbury Apartments 94.66% 6/1/2005 2,457
42 Mission Sandy Springs Apartments 91.23% 5/11/2005 6,417
43 Cesery Portfolio 93.65% 4/28/2005 291,587 15,044
- ------------------------------------------------------------------------------------------------------------------------------------
44 Henry Mayo Hospital Ambulatory Care Center 100.00% 4/1/2005 1,071
45 Westwood Office Building 90.97% 3/2/2005 1,774
46 Greenbriar Village MHP 100.00% 4/1/2005 1,330
47 Braden Lakes Apartments 96.97% 5/10/2005 425,581
48 Chambers Ridge Apartments 92.28% 4/18/2005 6,750
- ------------------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3 100.00% 6/9/2005 3,159
50 Hampton Inn Downtown - Ft. Lauderdale City Center 70.10% 2/28/2005 6,639
51 AmeriCenter - Livionia 100.00% 5/12/2005 460
52 AmeriCenter - Schaumburg 100.00% 5/12/2005 817
53 AmeriCenter - Bloomfield 100.00% 5/12/2005 497
- ------------------------------------------------------------------------------------------------------------------------------------
54 AmeriCenter - Southfield 100.00% 5/12/2005 491
55 AmeriCenter - Troy, MI 100.00% 5/12/2005 312
56 Kelly Square 100.00% 6/28/2005 1,151
57 2131 K Street 90.68% 1/11/2005 1,298
58 Residence Inn by Marriott Charlotte Uptown 78.00% 4/30/2005 14,111 14,111
- ------------------------------------------------------------------------------------------------------------------------------------
59 Homewood Suites by Hilton - Columbia 82.60% 4/30/2005 1,000 6,802
60 Union Village Center 99.21% 7/1/2005 3,895
61 Dominion at Riata 97.39% 5/31/2005 3,188
62 Lochwood Apartments 95.00% 4/1/2005 7,355
63 Copper Mill Apartments 94.30% 4/18/2005 11,334
- ------------------------------------------------------------------------------------------------------------------------------------
64 Hampton Inn & Suites - Miami Airport 81.10% 2/28/2005 6,635
65 Nepperhan Business Center 100.00% 4/1/2005 2,019
66 Residence Inn - Anaheim Hills 78.00% 12/31/2004 11,400 12,400
67 Marshall & Isley Bldg 90.00% 4/25/2005 686
68 Fernwood MHP 99.70% 4/1/2005 1,367
- ------------------------------------------------------------------------------------------------------------------------------------
69 Wyndwood Apartments 95.58% 5/23/2005 3,771
70 Maytag Industrial Office 88.27% 5/31/2005 4,930
71 Oaks of Ashford Apartment Homes 91.00% 3/29/2005 4,146
72 Holiday Inn Express Hotel & Suites - Valencia 67.40% 3/31/2005 1,000
73 Best Buy and Barnes and Noble 100.00% 6/8/2005 1,679
- ------------------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables 77.00% 4/30/2005 1,000 19,000
75 Bryce Jordan Tower 100.00% 5/2/2005 1,200
76 Abacoa Professional Center 95.74% 4/1/2005 505
77 Hawthorn Suites - Herndon 77.00% 10/31/2004 3,457
78 AIS Headquarters 100.00% 4/25/2005 1,067
- ------------------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive 78.59% 4/5/2005
80 Livermore Valley Shopping Center 100.00% 4/1/2005
81 Downing Place Townhouses 95.34% 6/17/2005 4,230
82 8350 Wilshire Blvd Office 86.59% 3/17/2005 511
83 County of Los Angeles Building 100.00% 5/11/2005 793
- ------------------------------------------------------------------------------------------------------------------------------------
84 Hilton Homewood Suites 57.90% 12/31/2004 8,487
85 Holiday Inn Riverview 70.36% 5/31/2005 17,458
86 Cresent Plaza 89.35% 2/16/2005 1,433
87 Boynton Medical Office 93.28% 6/1/2005 503
88 The Island One Building 100.00% 3/1/2005
- ------------------------------------------------------------------------------------------------------------------------------------
89 Summer Trace Apartments 96.50% 5/1/2005 4,167
90 Bella Vista Shopping Center 100.00% 3/31/2005 416
91 Input/Output Office Complex Bldg 1 100.00% 6/9/2005 1,157
92 69 Bennett Avenue 96.67% 5/25/2005 1,250
93 109-20 Queens Boulevard 96.88% 5/25/2005 1,355
- ------------------------------------------------------------------------------------------------------------------------------------
94 Country Inn & Suites - Atlanta Six Flags 78.50% 3/31/2005 4,138
95 Saddlewood Center 100.00% 3/29/2005 833
96 SpringHill Suites by Marriott - Washington 75.00% 12/31/2004 1,000 7,428
97 The Citadel 91.49% 6/1/2005 523
98 Trussville Office Park 94.26% 7/1/2005 605
- ------------------------------------------------------------------------------------------------------------------------------------
99 New England Apartments 100.00% 4/27/2005 1,375
100 Summit Apartments 97.78% 4/1/2005
101 Holiday Inn Express Hotel & Suites 49.50% 12/31/2004 6,296
102 Rosemead Levitz Furniture 100.00% 6/21/2005
103 Swarts & Swarts Office Building 100.00% 6/9/2005 395
- ------------------------------------------------------------------------------------------------------------------------------------
104 Springhill Suites 80.40% 3/31/2003 7,158
105 Chelsea Court Apartments 100.00% 6/7/2005
106 CVS - Eckerds - Kansas City 100.00% 5/5/2005
107 Sutton Place Apartments 98.53% 4/1/2005
108 Wildwood Apartments 92.05% 4/19/2005 22,000
- ------------------------------------------------------------------------------------------------------------------------------------
109 14639 Burbank Boulevard 96.15% 4/12/2005
110 Walgreens (Greenville) 100.00% 5/1/2005
111 Quail Canyon Apartments 88.39% 5/23/2005
112 Wyndham on the Creek Apartments 90.07% 3/28/2005 3,146
113 Ridge Park Apartments 97.00% 4/21/2005 2,083
- ------------------------------------------------------------------------------------------------------------------------------------
114 The Center Place Apartments 94.00% 3/11/2005 2,083
115 Barrett Apartments 94.74% 6/1/2005 3,901
116 Dollar Self Storage - Mesa 71.20% 4/20/2005 859
117 University Plaza Shopping Center 93.80% 4/1/2005 908
118 Kerr Drug - Zebulon 100.00% 5/1/2005
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP 94.89% 4/1/2005 571
120 Pueblo Springs Mobile Home Park 100.00% 6/1/2005
121 9287 Airway Road 100.00% 5/1/2005
122 Bureau of Customs and Border Protection 100.00% 2/1/2005 174
123 Oaks of Ashford Point Apt Homes II 91.10% 3/22/2005 1,167
- ------------------------------------------------------------------------------------------------------------------------------------
124 Kerr Drug - Pembroke 100.00% 5/1/2005
125 Rose Street Auto Center 100.00% 5/30/2005 433
126 Kerr Drug - Durham 100.00% 5/1/2005
127 Capitol Hill Apartments 86.96% 5/20/2005 3,079
128 Kerr Drug - Southport 100.00% 5/1/2005
- ------------------------------------------------------------------------------------------------------------------------------------
129 Kerr Drug - Nashville 100.00% 5/1/2005
130 Kerr Drug - Bryson City 100.00% 5/1/2005
131 Kerr Drug - Ramseur 100.00% 5/1/2005
132 Kerr Drug - Benson 100.00% 5/1/2005
133 Kerr Drug - Archdale 100.00% 5/1/2005
- ------------------------------------------------------------------------------------------------------------------------------------
134 Kerr Drug - Pittsboro 100.00% 5/1/2005
135 Kerr Drug - Carthage 100.00% 5/1/2005
136 Kerr Drug - Dobson 100.00% 5/1/2005
137 Gardendale Avenue Apartments 97.92% 4/30/2005 1,000
138 Meadow View Manor 97.89% 6/24/2005 396
- ------------------------------------------------------------------------------------------------------------------------------------
UPFRONT
UPFRONT MONTHLY MONTHLY TAX MONTHLY INSURANCE ENGINEERING
ID PROPERTY NAME TI/LC TI/LC ESCROW ESCROW RESERVE
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street 600,000 18,845 25,712 3,469
40 West Tower at Doctor's Hospital 200,000 7,090 24,211 1,640
41 Westbury Apartments 28,386 7,023
42 Mission Sandy Springs Apartments 17,046 9,008 325,053
43 Cesery Portfolio 19,912 208,413
- ------------------------------------------------------------------------------------------------------------------------------------
44 Henry Mayo Hospital Ambulatory Care Center 6,240 20,120 1,224
45 Westwood Office Building 1,084,000 6,250
46 Greenbriar Village MHP 6,329 8,438
47 Braden Lakes Apartments 16,022 4,454 74,419
48 Chambers Ridge Apartments 17,890 6,525
- ------------------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3 8,333 22,648
50 Hampton Inn Downtown - Ft. Lauderdale City Center 22,640 9,987
51 AmeriCenter - Livionia 833 3,040 318
52 AmeriCenter - Schaumburg 833 5,867 243
53 AmeriCenter - Bloomfield 833 2,381 246
- ------------------------------------------------------------------------------------------------------------------------------------
54 AmeriCenter - Southfield 833 3,007 289
55 AmeriCenter - Troy, MI 833 2,383 241
56 Kelly Square 800,000 5,751 5,509 1,387 22,188
57 2131 K Street 5,833 26,606 674
58 Residence Inn by Marriott Charlotte Uptown 15,440 3,937
- ------------------------------------------------------------------------------------------------------------------------------------
59 Homewood Suites by Hilton - Columbia 22,962 4,942
60 Union Village Center 5,000 7,517 3,193
61 Dominion at Riata 24,356 3,773
62 Lochwood Apartments 14,265 6,586 213,656
63 Copper Mill Apartments 11,735 7,854 19,875
- ------------------------------------------------------------------------------------------------------------------------------------
64 Hampton Inn & Suites - Miami Airport 22,319 12,499 47,750
65 Nepperhan Business Center 3,835 7,293 3,989
66 Residence Inn - Anaheim Hills 10,308 6,128
67 Marshall & Isley Bldg 211,598 2,083 7,839 528
68 Fernwood MHP 11,536 1,587 44,375
- ------------------------------------------------------------------------------------------------------------------------------------
69 Wyndwood Apartments 13,126 3,089 17,125
70 Maytag Industrial Office 10,000 6,507 14,253 4,270 54,531
71 Oaks of Ashford Apartment Homes 13,218 4,227 300,000
72 Holiday Inn Express Hotel & Suites - Valencia 8,304 4,291
73 Best Buy and Barnes and Noble 12,100 3,373
- ------------------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables
75 Bryce Jordan Tower 8,316 1,833 10,000
76 Abacoa Professional Center 3,424 10,940 2,301
77 Hawthorn Suites - Herndon 7,000 2,884
78 AIS Headquarters
- ------------------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive 8,947 1,578
80 Livermore Valley Shopping Center 2,000
81 Downing Place Townhouses 4,614 3,050 12,813
82 8350 Wilshire Blvd Office 5,449 5,450 1,395
83 County of Los Angeles Building 4,167 10,806 1,398
- ------------------------------------------------------------------------------------------------------------------------------------
84 Hilton Homewood Suites 10,826 2,117
85 Holiday Inn Riverview 10,354 7,401 11,250
86 Cresent Plaza 2,917 9,219 2,727
87 Boynton Medical Office 3,959 4,603 2,888
88 The Island One Building 11,790 665
- ------------------------------------------------------------------------------------------------------------------------------------
89 Summer Trace Apartments 5,028 5,686 43,438
90 Bella Vista Shopping Center 2,470 270 1,113
91 Input/Output Office Complex Bldg 1 4,167 13,992
92 69 Bennett Avenue 6,198 955 6,000
93 109-20 Queens Boulevard 6,593 1,441 3,750
- ------------------------------------------------------------------------------------------------------------------------------------
94 Country Inn & Suites - Atlanta Six Flags 4,840 1,363
95 Saddlewood Center 2,083 6,950 248
96 SpringHill Suites by Marriott - Washington 4,774 1,707
97 The Citadel 250,000 2,379 6,789 1,432 1,763
98 Trussville Office Park 4,148 3,927 527
- ------------------------------------------------------------------------------------------------------------------------------------
99 New England Apartments 4,122 1,909
100 Summit Apartments 7,873
101 Holiday Inn Express Hotel & Suites 6,747 1,237
102 Rosemead Levitz Furniture
103 Swarts & Swarts Office Building 91,000 2,786 962
- ------------------------------------------------------------------------------------------------------------------------------------
104 Springhill Suites 11,604 1,005
105 Chelsea Court Apartments 7,914
106 CVS - Eckerds - Kansas City
107 Sutton Place Apartments 8,463
108 Wildwood Apartments 4,224 1,937
- ------------------------------------------------------------------------------------------------------------------------------------
109 14639 Burbank Boulevard 5,530
110 Walgreens (Greenville)
111 Quail Canyon Apartments 4,492 1,469
112 Wyndham on the Creek Apartments 11,796 2,399 206,593
113 Ridge Park Apartments 4,067 1,178 137,975
- ------------------------------------------------------------------------------------------------------------------------------------
114 The Center Place Apartments 8,524 1,708 60,125
115 Barrett Apartments 2,398 3,770 12,400
116 Dollar Self Storage - Mesa 5,322 654 410,000
117 University Plaza Shopping Center 8,334 1,617 988 450,000
118 Kerr Drug - Zebulon
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP 7,478 18,750
120 Pueblo Springs Mobile Home Park 3,419
121 9287 Airway Road 3,181 276
122 Bureau of Customs and Border Protection 1,442 1,458
123 Oaks of Ashford Point Apt Homes II 3,527 1,153 55,000
- ------------------------------------------------------------------------------------------------------------------------------------
124 Kerr Drug - Pembroke
125 Rose Street Auto Center 1,486 117,069
126 Kerr Drug - Durham
127 Capitol Hill Apartments 2,708 2,200 299,031
128 Kerr Drug - Southport
- ------------------------------------------------------------------------------------------------------------------------------------
129 Kerr Drug - Nashville
130 Kerr Drug - Bryson City
131 Kerr Drug - Ramseur
132 Kerr Drug - Benson
133 Kerr Drug - Archdale
- ------------------------------------------------------------------------------------------------------------------------------------
134 Kerr Drug - Pittsboro
135 Kerr Drug - Carthage
136 Kerr Drug - Dobson
137 Gardendale Avenue Apartments 1,435 1,285
138 Meadow View Manor 698 565
- ------------------------------------------------------------------------------------------------------------------------------------
ENVIRONMENTAL
REPORT ENGINEERING APPRAISAL
ID PROPERTY NAME DATE REPORT DATE AS-OF DATE(11)
- -------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street 4/19/2005 4/19/2005 4/7/2005
40 West Tower at Doctor's Hospital 6/3/2005 6/3/2005 5/23/2005
41 Westbury Apartments 5/3/2005 4/15/2005 4/6/2005
42 Mission Sandy Springs Apartments 5/12/2005 5/12/2005 5/12/2005
43 Cesery Portfolio 5/13/2005 5/13/2005 4/8/2005
- -------------------------------------------------------------------------------------------------------------------------
44 Henry Mayo Hospital Ambulatory Care Center 6/1/2005 6/1/2005 5/17/2005
45 Westwood Office Building 4/15/2005 4/28/2005 3/28/2005
46 Greenbriar Village MHP 4/6/2005 4/6/2005 4/11/2005
47 Braden Lakes Apartments 2/17/2005 2/17/2005 3/15/2005
48 Chambers Ridge Apartments 3/28/2005 3/29/2005 3/15/2005
- -------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3 5/20/2005 5/27/2005 5/2/2005
50 Hampton Inn Downtown - Ft. Lauderdale City Center 5/11/2005 5/11/2005 5/1/2005
51 AmeriCenter - Livionia 12/17/2004 12/7/2004 2/15/2005
52 AmeriCenter - Schaumburg 12/16/2004 12/6/2004 2/23/2005
53 AmeriCenter - Bloomfield 12/17/2004 12/9/2004 2/14/2005
- -------------------------------------------------------------------------------------------------------------------------
54 AmeriCenter - Southfield 12/17/2004 12/8/2004 2/15/2005
55 AmeriCenter - Troy, MI 12/14/2004 12/8/2004 2/14/2005
56 Kelly Square 5/13/2005 5/13/2005 5/9/2005
57 2131 K Street 3/9/2005 3/3/2005 2/21/2005
58 Residence Inn by Marriott Charlotte Uptown 5/23/2005 5/16/2005 5/1/2005
- -------------------------------------------------------------------------------------------------------------------------
59 Homewood Suites by Hilton - Columbia 11/15/2004 11/5/2004 11/1/2004
60 Union Village Center 5/26/2005 5/19/2005 3/25/2005
61 Dominion at Riata 7/2/2005 7/5/2005 5/12/2005
62 Lochwood Apartments 6/2/2005 5/16/2005 5/5/2005
63 Copper Mill Apartments 4/18/2005 4/18/2005 4/4/2005
- -------------------------------------------------------------------------------------------------------------------------
64 Hampton Inn & Suites - Miami Airport 5/11/2005 5/11/2005 5/1/2005
65 Nepperhan Business Center 6/2/2005 6/2/2005 3/15/2005
66 Residence Inn - Anaheim Hills 3/1/2005 3/14/2005 2/16/2005
67 Marshall & Isley Bldg 4/20/2005 4/13/2005 3/28/2005
68 Fernwood MHP 4/6/2005 4/6/2005 4/4/2005
- -------------------------------------------------------------------------------------------------------------------------
69 Wyndwood Apartments 4/26/2005 4/26/2005 4/22/2005
70 Maytag Industrial Office 6/17/2005 6/28/2005 5/11/2005
71 Oaks of Ashford Apartment Homes 5/3/2005 4/22/2005 9/30/2005
72 Holiday Inn Express Hotel & Suites - Valencia 9/22/2004 9/20/2004 9/13/2004
73 Best Buy and Barnes and Noble 4/21/2005 6/7/2005 5/23/2005
- -------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables 6/8/2005 6/10/2005 6/1/2005
75 Bryce Jordan Tower 5/4/2005 4/25/2005 4/13/2005
76 Abacoa Professional Center 5/26/2005 5/26/2005 5/15/2005
77 Hawthorn Suites - Herndon 11/23/2004 12/14/2004 11/8/2004
78 AIS Headquarters 5/6/2005 4/22/2005 5/4/2005
- -------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive 4/13/2005 3/28/2005 3/17/2005
80 Livermore Valley Shopping Center 5/5/2005 4/25/2005 3/31/2005
81 Downing Place Townhouses 5/23/2005 5/19/2005 5/4/2005
82 8350 Wilshire Blvd Office 6/10/2005 6/9/2005 5/5/2005
83 County of Los Angeles Building 3/30/2005 3/24/2005 4/14/2005
- -------------------------------------------------------------------------------------------------------------------------
84 Hilton Homewood Suites 4/15/2005 4/15/2005 5/1/2005
85 Holiday Inn Riverview 5/6/2005 5/10/2005 5/1/2005
86 Cresent Plaza 5/17/2005 5/10/2005 7/19/2005
87 Boynton Medical Office 6/14/2005 7/1/2005 5/25/2005
88 The Island One Building 2/15/2005 2/9/2005 3/30/2005
- -------------------------------------------------------------------------------------------------------------------------
89 Summer Trace Apartments 5/31/2005 5/31/2005 5/19/2005
90 Bella Vista Shopping Center 5/31/2005 4/19/2005 4/4/2005
91 Input/Output Office Complex Bldg 1 5/20/2005 5/27/2005 5/2/2005
92 69 Bennett Avenue 5/13/2005 5/17/2005 5/11/2005
93 109-20 Queens Boulevard 5/17/2005 5/17/2005 5/25/2005
- -------------------------------------------------------------------------------------------------------------------------
94 Country Inn & Suites - Atlanta Six Flags 5/10/2005 5/3/2005 4/28/2005
95 Saddlewood Center 4/29/2005 4/30/2005 4/10/2005
96 SpringHill Suites by Marriott - Washington 2/11/2005 2/4/2005 2/1/2005
97 The Citadel 5/12/2005 5/23/2005 5/18/2005
98 Trussville Office Park 5/16/2005 5/16/2005 5/16/2005
- -------------------------------------------------------------------------------------------------------------------------
99 New England Apartments 4/8/2005 4/8/2005 4/8/2005
100 Summit Apartments 6/27/2005 6/27/2005 5/24/2005
101 Holiday Inn Express Hotel & Suites 4/15/2005 4/15/2005 5/1/2005
102 Rosemead Levitz Furniture 5/10/2005 5/10/2005 4/28/2005
103 Swarts & Swarts Office Building 5/18/2005 5/12/2005 5/1/2005
- -------------------------------------------------------------------------------------------------------------------------
104 Springhill Suites 3/18/2005 3/21/2005 3/4/2005
105 Chelsea Court Apartments 6/28/2005 6/27/2005 5/20/2005
106 CVS - Eckerds - Kansas City 5/17/2005 5/17/2005 5/1/2005
107 Sutton Place Apartments 6/27/2005 6/27/2005 5/24/2005
108 Wildwood Apartments 5/5/2005 3/31/2005 2/28/2005
- -------------------------------------------------------------------------------------------------------------------------
109 14639 Burbank Boulevard 6/27/2005 6/28/2005 5/23/2005
110 Walgreens (Greenville) 4/1/2005 5/26/2005 3/21/2005
111 Quail Canyon Apartments 5/9/2005 4/29/2005 5/2/2005
112 Wyndham on the Creek Apartments 4/20/2005 4/12/2005 4/20/2005
113 Ridge Park Apartments 4/29/2005 4/26/2005 4/12/2005
- -------------------------------------------------------------------------------------------------------------------------
114 The Center Place Apartments 5/13/2005 5/3/2005 5/4/2005
115 Barrett Apartments 7/11/2005 7/11/2005 6/1/2005
116 Dollar Self Storage - Mesa 3/16/2005 3/16/2005 3/9/2005
117 University Plaza Shopping Center 3/31/2005 3/30/2005 4/4/2005
118 Kerr Drug - Zebulon 3/30/2005 3/30/2005 4/17/2005
- -------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP 4/6/2005 4/6/2005 4/7/2005
120 Pueblo Springs Mobile Home Park 6/27/2005 6/27/2005 5/10/2005
121 9287 Airway Road 6/15/2005 6/15/2005 5/21/2005
122 Bureau of Customs and Border Protection 12/17/2004 2/19/2005 2/8/2005
123 Oaks of Ashford Point Apt Homes II 5/3/2005 4/22/2005 9/30/2005
- -------------------------------------------------------------------------------------------------------------------------
124 Kerr Drug - Pembroke 3/31/2005 3/30/2005 4/17/2005
125 Rose Street Auto Center 6/20/2005 6/20/2005 4/27/2005
126 Kerr Drug - Durham 3/31/2005 3/30/2005 4/17/2005
127 Capitol Hill Apartments 4/15/2005 4/20/2005
128 Kerr Drug - Southport 3/28/2005 3/23/2005 4/17/2005
- -------------------------------------------------------------------------------------------------------------------------
129 Kerr Drug - Nashville 3/31/2005 3/31/2005 4/17/2005
130 Kerr Drug - Bryson City 3/28/2005 3/23/2005 4/17/2005
131 Kerr Drug - Ramseur 3/23/2005 3/30/2005 4/17/2005
132 Kerr Drug - Benson 3/31/2005 3/30/2005 4/17/2005
133 Kerr Drug - Archdale 3/31/2005 3/30/2005 4/17/2005
- -------------------------------------------------------------------------------------------------------------------------
134 Kerr Drug - Pittsboro 3/30/2005 3/30/2005 4/17/2005
135 Kerr Drug - Carthage 3/31/2005 3/31/2005 4/17/2005
136 Kerr Drug - Dobson 3/31/2005 3/30/2005 4/17/2005
137 Gardendale Avenue Apartments 5/16/2005 5/16/2005 5/16/2005
138 Meadow View Manor 3/15/2005 6/30/2005 4/27/2005
- -------------------------------------------------------------------------------------------------------------------------
ID PROPERTY NAME SPONSOR
- ------------------------------------------------------------------------------------------------------------------------------------
39 230 South Broad Street Lawrence Botel, Robert W. Kennedy, Jeffrey Seligsohn,
Michael F. Young and Peter Soens
40 West Tower at Doctor's Hospital Medical Office Portfolio Limited Partnership
41 Westbury Apartments Lushman S. Grewal
42 Mission Sandy Springs Apartments Mission Residental, LLC and Finlay Partners LLC
43 Cesery Portfolio Christopher S. Simms and Gregory C. Simms
- ------------------------------------------------------------------------------------------------------------------------------------
44 Henry Mayo Hospital Ambulatory Care Center Jack Grund, Miriam Grund and Grund Construction Co.
45 Westwood Office Building David A. Ross, Stanley M. Barg and Charles Nulsen
46 Greenbriar Village MHP Hometown America, L.L.C.
47 Braden Lakes Apartments Richard J. Nathan
48 Chambers Ridge Apartments Daniel Altman and Robert Bluth
- ------------------------------------------------------------------------------------------------------------------------------------
49 Input/Output Office Complex Bldg 2 & 3 Kevin P. Kaseff
50 Hampton Inn Downtown - Ft. Lauderdale City Center Bernard Wolfson
51 AmeriCenter - Livionia James D. Blain
52 AmeriCenter - Schaumburg James D. Blain
53 AmeriCenter - Bloomfield James D. Blain
- ------------------------------------------------------------------------------------------------------------------------------------
54 AmeriCenter - Southfield James D. Blain
55 AmeriCenter - Troy, MI James D. Blain
56 Kelly Square Stephen A. Goldberg
57 2131 K Street Douglas Jemal
58 Residence Inn by Marriott Charlotte Uptown J. David Beam, III and R. Doyle Parrish
- ------------------------------------------------------------------------------------------------------------------------------------
59 Homewood Suites by Hilton - Columbia Henry H. Goldberg and Columbia HH Associates, LLC
60 Union Village Center Lisa Lombard
61 Dominion at Riata Jerral W. Jones, Sr.
62 Lochwood Apartments Bret R. Hopkins
63 Copper Mill Apartments John Baxter, Cliff Cabaness II, Steve Bradley and Scott James
- ------------------------------------------------------------------------------------------------------------------------------------
64 Hampton Inn & Suites - Miami Airport Bernard Wolfson
65 Nepperhan Business Center George Huang
66 Residence Inn - Anaheim Hills Richard L. Vilardo and Ronald E. Franklin
67 Marshall & Isley Bldg Triple Net Properties, LLC
68 Fernwood MHP Hometown America, L.L.C.
- ------------------------------------------------------------------------------------------------------------------------------------
69 Wyndwood Apartments Bruce Simmons
70 Maytag Industrial Office Jonathan Stott, Peter O'Conner and Peter Murphy
71 Oaks of Ashford Apartment Homes Michael B. Smuck and Edwin A. White
72 Holiday Inn Express Hotel & Suites - Valencia James Flagg and Claire Flagg
73 Best Buy and Barnes and Noble Peter D. Cummings
- ------------------------------------------------------------------------------------------------------------------------------------
74 Holiday Inn - Coral Gables InterAmerican Hotels Corp.
75 Bryce Jordan Tower Daniel D. Sahakian
76 Abacoa Professional Center Medical Office Portfolio Limited Partnership
77 Hawthorn Suites - Herndon Michael Moriarty, Joanna Salmen and Creighton R. Schneck
78 AIS Headquarters William L. Manley
- ------------------------------------------------------------------------------------------------------------------------------------
79 9701 Apollo Drive Ian B. Cohen
80 Livermore Valley Shopping Center John B. McCorduck
81 Downing Place Townhouses Bruce J. Chesnut
82 8350 Wilshire Blvd Office Benjamin L. Pick, Claudette Nevins Pick and The Pick Family Trust
83 County of Los Angeles Building James R. Hopper
- ------------------------------------------------------------------------------------------------------------------------------------
84 Hilton Homewood Suites Jasbir Singh Khangura and Sukhbinder Singh Khangura
85 Holiday Inn Riverview Ronald McCauley, Tom Rea and Willie Rea
86 Cresent Plaza Phillip McNeil, King Rogers and Glenn R. Wilson
87 Boynton Medical Office Medical Office Portfolio Limited Partnership
88 The Island One Building Deborah Linden, Henry Erfurth, Carry Erfurth and Stephen D. Korshak
- ------------------------------------------------------------------------------------------------------------------------------------
89 Summer Trace Apartments Stephen M. Stewart, Martin J. Ford and Joseph P. Sullivan
90 Bella Vista Shopping Center Ali Reza Sorkhpoosh and Nahid Bayati
91 Input/Output Office Complex Bldg 1 Kevin P. Kaseff
92 69 Bennett Avenue Joel Wiener
93 109-20 Queens Boulevard Joel Wiener
- ------------------------------------------------------------------------------------------------------------------------------------
94 Country Inn & Suites - Atlanta Six Flags Bipin Hira
95 Saddlewood Center Mark Lambert and Craig Whitehead
96 SpringHill Suites by Marriott - Washington Mark G. Laport, Keith H. McGraw and Thomas Konig
97 The Citadel David Christenholz and Jill Christenholz
98 Trussville Office Park Jerry L. Harris, H. Babette Davis and B&M Miller Family Ventures
- ------------------------------------------------------------------------------------------------------------------------------------
99 New England Apartments Morgan Bartlett, Jr. and Laurie A. Bartlett
100 Summit Apartments John R. Francis, The R.B. Francis Family 1994 Trust,
The J&B Francis Family Trust and Richard B. Francis
101 Holiday Inn Express Hotel & Suites Jasbir Singh Khangura and Sukhbinder Singh Khangura
102 Rosemead Levitz Furniture Arturo Sneider
103 Swarts & Swarts Office Building George C. Swarts and Dix L. Jarman
- ------------------------------------------------------------------------------------------------------------------------------------
104 Springhill Suites Thomas R. Torgerson
105 Chelsea Court Apartments John R. Francis, The R.B. Francis Family 1994 Trust,
The J&B Francis Family Trust and Richard B. Francis
106 CVS - Eckerds - Kansas City Tempe Riviera Investors Limited Partners II
107 Sutton Place Apartments John R. Francis, The R.B. Francis Family 1994 Trust,
The J&B Francis Family Trust and Richard B. Francis
108 Wildwood Apartments Tynes Development Corporation and Markle, Ltd.
- ------------------------------------------------------------------------------------------------------------------------------------
109 14639 Burbank Boulevard John R. Francis, The R.B. Francis Family 1994 Trust,
The J&B Francis Family Trust and Richard B. Francis
110 Walgreens (Greenville) David W. Glenn
111 Quail Canyon Apartments Arthur Burdorf
112 Wyndham on the Creek Apartments Donald G. Shaw, Robert A. Lane and Jack M. Grainge
113 Ridge Park Apartments Ridge Park LP
- ------------------------------------------------------------------------------------------------------------------------------------
114 The Center Place Apartments Stanley E. Chambers
115 Barrett Apartments Alan T. Fowler and Howard D. Fowler Jr.
116 Dollar Self Storage - Mesa Robert C. Mister and John C. Thomson
117 University Plaza Shopping Center Bernard T. Reilly, Bryan Pivirotto and Blaise V. Larkin
118 Kerr Drug - Zebulon Net Lease Acquisition LLC
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP Hometown America, L.L.C.
120 Pueblo Springs Mobile Home Park John R. Francis, The R.B. Francis Family 1994 Trust,
The J&B Francis Family Trust and Richard B. Francis
121 9287 Airway Road David Wick
122 Bureau of Customs and Border Protection Gerald L. Whitcomb and Maryanne Whitcomb
123 Oaks of Ashford Point Apt Homes II Michael B. Smuck and Edwin A. White
- ------------------------------------------------------------------------------------------------------------------------------------
124 Kerr Drug - Pembroke Net Lease Acquisition LLC
125 Rose Street Auto Center Howard A. Katz and Howard Katz Trust of 1992 (u/d/t 12-10-1992)
126 Kerr Drug - Durham Net Lease Acquisition LLC
127 Capitol Hill Apartments Joslyn Properties, Inc.
128 Kerr Drug - Southport Net Lease Acquisition LLC
- ------------------------------------------------------------------------------------------------------------------------------------
129 Kerr Drug - Nashville Net Lease Acquisition LLC
130 Kerr Drug - Bryson City Net Lease Acquisition LLC
131 Kerr Drug - Ramseur Net Lease Acquisition LLC
132 Kerr Drug - Benson Net Lease Acquisition LLC
133 Kerr Drug - Archdale Net Lease Acquisition LLC
- ------------------------------------------------------------------------------------------------------------------------------------
134 Kerr Drug - Pittsboro Net Lease Acquisition LLC
135 Kerr Drug - Carthage Net Lease Acquisition LLC
136 Kerr Drug - Dobson Net Lease Acquisition LLC
137 Gardendale Avenue Apartments Stephen W. House and Len B. Shannon, III
138 Meadow View Manor William D. Halverstadt
- ------------------------------------------------------------------------------------------------------------------------------------
FOOTNOTES FOR THE ANNEX A-1
1. GACC - German American Capital Corporation, GMACCM - GMAC Commercial
Mortgage Corporation, PNC - PNC Bank, National Association.
2. With respect to the mortgage loans known as Lakewood Center and
General Motors Building, the Interest Rates change throughout the
term of the mortgage loans. The Interest Rates shown are the average
of the first 12 months after the Cut-off Date. The interest rates
for these loans are set forth on Annex A-4 and Annex A-5,
respectively, to this prospectus supplement.
3. The Administrative Fee Rate includes the primary servicing fee,
master servicing fee, correspondent fee, sub-servicing fee and
trustee fees applicable to each mortgage loan and with respect to
each Non-Serviced Mortgage Loan, the primary fee paid to the
respective servicer that was appointed under the pooling and
servicing agreement governing the related Non Serviced Mortgage
Loans.
4. Annual Debt Service, Monthly Debt Service and DSCR for loans with
partial interest-only periods are shown after the expiration of the
interest only period.
5. With respect to the lockbox, "Hard" means each tenant is required to
transfer its rent directly to the lockbox account; "Soft" means that
the borrower or property manager collects rents from the tenants and
then the borrower or property manager is required to deposit these
rents into the lockbox account; "None at Closing, Springing Hard" or
"Soft at Closing, Springing Hard" means that no lockbox or a soft
lockbox, as applicable, exists at closing, but upon the occurrence
of a trigger event, as defined in the related loan documents, each
tenant will be instructed to transfer its rent directly to the
lockbox account.
6. For purposes of calculating the Cut-off Date LTV Ratio, LTV Ratio at
Maturity, Loan per Net Rentable Area SF/Units and DSCR, the loan
amounts used for the mortgage loans known as Lakewood Center,
General Motors Building and Loews Universal Hotel Portfolio, are the
aggregate balance of (a) such mortgage loans and (b) if applicable,
the other mortgage loans or portions thereof in the split loan
structure that are pari passu in right of payment with such mortgage
loans. All of these mortgage loans have a subordinate companion loan
that was excluded from the trust. Including the related subordinate
companion loans the Cut-off Date LTV Ratio figures are 60.00%,
48.48% and 59.45%, respectively, and the DSCRs are 1.94x, 2.34x and
3.15x (based on "As-Stabilized" cash flow for the General Motors
Building mortgage loan), respectively.
7. With respect to the mortgage loan known as 1710 Broadway, the
mortgage loan has a payment guaranty for up to $13,000,000 of the
principal balance until the property achieves a minimum DSCR of
1.25x. The DSCR for the loan is shown at 1.25x, reflecting the
threshold at which the recourse provision will be released. The
current calculated underwritten DSCR during the initial 60-month
interest only period is 1.35x and during the amortizing period is
1.10x.
8. With respect to the mortgage loan known as:
i. Indian Trail Shopping Center,
ii. Walker Springs Community Shopping Center,
iii. High Point Center and
iv. CVS - Eckerds - Kansas City
which have subordinate companion loans not included in the trust,
the Cut-off Date LTV Ratio figures including the subordinate
companion loans are 77.86%, 82.50%, 82.17% and 82.95%, respectively
and the DSCR figures are 1.24x, 1.25x, 1.36x and 1.11x,
respectively.
A-1-3
9. With respect to mortgage loans that are cross-collateralized and
cross-defaulted, Cut-off Date LTV Ratio, LTV Ratio at Maturity, Loan
per Net Rentable Area SF/Units and DSCR were calculated in the
aggregate.
10. With respect to the mortgage loans known as:
i. Tropicana Center,
ii. 888 South Figueroa,
iii. Chambers Ridge Apartments and
iv. Maytag Industrial Office,
the Cut-off Date LTV Ratio, LTV Ratio at Maturity and DSCR were
calculated after netting out holdback reserve amounts for the
applicable mortgage loan.
11. For those mortgaged properties indicated as Appraisal As-of Date
beyond the Cut-off Date, the Appraised Value and the corresponding
Appraisal As-of Date are based on stabilization.
12. With respect to the mortgage loan known as Private Mini Storage
Portfolio, the Appraised Value on the Portfolio level represents the
Appraiser's valuation of the Portfolio as a whole and not individual
property values.
13. With respect to the mortgage loan known as Livermore Valley Shopping
Center, the borrower has the right under the loan documents to
defease the mortgage loan or payoff the mortgage loan, with a yield
maintenance penalty (which in no event may be less than 1% of the
amount prepaid) after the initial lockout period. For purposes of
this characteristic, only the yield maintenance penalty is shown.
14. Shown from the respective mortgage loan origination date.
15. Six mortgage loans require fixed payments of interest during their
respective interest only periods. These six mortgage loans and the
respective fixed interest only payment are:
i. Ontario Plaza -- $88,713.17,
ii. Summit Apartments -- $24,675.53,
iii. Chelsea Court Apartments -- $20,601.21,
iv. Sutton Place Apartments -- $17,945.84,
v. 14639 Burbank Boulevard -- $17,751.50 and
vi. Pueblo Springs Mobile Home Park -- $13,003.13
A-1-4
COMM 2005-C6
ANNEX A-2 - CERTAIN CHARACTERISTICS OF THE MULTIFAMILY AND MANUFACTURED
HOUSING LOANS
% OF MORTGAGE CUT-OFF
INITIAL POOL # OF LOAN DATE
ID PROPERTY NAME LOAN GROUP BALANCE PROPERTIES SELLER (1) BALANCE
- ----------------------------------------------------------------------------------------------------------------------------
5 Longacre House 2 3.72% 1 GACC $85,000,000
10 Communities at Southwood 2 2.19% 1 GMACCM $50,000,000
12 Ridge Crossings Apartments 2 2.01% 1 GMACCM $46,000,000
13 Wiener Apartment Portfolio X 2 1.94% 7 GACC $44,305,597
13.01 25-10 / 20-30 30th Road 2 0.40% 1 GACC $9,095,851
- ----------------------------------------------------------------------------------------------------------------------------
13.02 86-06 35th Avenue 2 0.31% 1 GACC $7,188,656
13.03 76-09 34th Avenue 2 0.30% 1 GACC $6,895,242
13.04 85-05 35th Avenue 2 0.29% 1 GACC $6,528,474
13.05 85-50 Forest Parkway 2 0.28% 1 GACC $6,455,120
13.06 32-86 33rd Street 2 0.19% 1 GACC $4,254,511
- ----------------------------------------------------------------------------------------------------------------------------
13.07 86-20 Park Lane South 2 0.17% 1 GACC $3,887,743
17 San Brisas Apartments 1 1.47% 1 PNC $33,600,000
22 The Villas of Bristol Heights Apartments 2 1.23% 1 PNC $28,000,000
24 Cornerstone Apartments 2 1.03% 1 GACC $23,500,000
32 Village at Main Street Apartments 2 1.00% 1 GACC $22,800,000
- ----------------------------------------------------------------------------------------------------------------------------
35 Independence- Raleigh 1 0.55% 1 GMACCM $12,500,000
36 Independence- East Lansing 1 0.39% 1 GMACCM $9,000,000
41 Westbury Apartments 2 0.72% 1 GMACCM $16,500,000
42 Mission Sandy Springs Apartments 2 0.71% 1 GACC $16,300,000
43 Cesery Portfolio 2 0.70% 1 GMACCM $16,000,000
- ----------------------------------------------------------------------------------------------------------------------------
46 Greenbriar Village MHP 1 0.62% 1 GACC $14,240,000
47 Braden Lakes Apartments 2 0.61% 1 GACC $14,000,000
48 Chambers Ridge Apartments 2 0.61% 1 GACC $13,955,905
61 Dominion at Riata 2 0.51% 1 GMACCM $11,700,000
62 Lochwood Apartments 2 0.50% 1 GACC $11,500,000
- ----------------------------------------------------------------------------------------------------------------------------
63 Copper Mill Apartments 2 0.48% 1 GACC $11,066,412
68 Fernwood MHP 2 0.41% 1 GACC $9,280,000
69 Wyndwood Apartments 2 0.40% 1 GACC $9,250,000
71 Oaks of Ashford Apartment Homes 2 0.38% 1 PNC $8,773,906
75 Bryce Jordan Tower 2 0.35% 1 PNC $7,984,155
- ----------------------------------------------------------------------------------------------------------------------------
81 Downing Place Townhouses 2 0.31% 1 GMACCM $7,100,000
89 Summer Trace Apartments 2 0.28% 1 GMACCM $6,500,000
92 69 Bennett Avenue 2 0.27% 1 GACC $6,243,742
93 109-20 Queens Boulevard 1 0.27% 1 GACC $6,218,768
99 New England Apartments 2 0.24% 1 GACC $5,583,675
- ----------------------------------------------------------------------------------------------------------------------------
100 Summit Apartments 2 0.24% 1 GMACCM $5,500,000
105 Chelsea Court Apartments 1 0.20% 1 GMACCM $4,680,000
107 Sutton Place Apartments 2 0.18% 1 GMACCM $4,000,000
108 Wildwood Apartments 2 0.17% 1 GMACCM $3,900,000
109 14639 Burbank Boulevard 2 0.17% 1 GMACCM $3,820,000
- ----------------------------------------------------------------------------------------------------------------------------
111 Quail Canyon Apartments 2 0.16% 1 GMACCM $3,600,000
112 Wyndham on the Creek Apartments 2 0.16% 1 PNC $3,551,808
113 Ridge Park Apartments 2 0.15% 1 PNC $3,492,558
114 The Center Place Apartments 2 0.15% 1 PNC $3,346,954
115 Barrett Apartments 2 0.15% 1 GMACCM $3,320,000
- ----------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP 1 0.13% 1 GACC $3,030,000
120 Pueblo Springs Mobile Home Park 2 0.13% 1 GMACCM $3,000,000
123 Oaks of Ashford Point Apt Homes II 2 0.11% 1 PNC $2,592,377
127 Capitol Hill Apartments 1 0.09% 1 PNC $2,051,000
137 Gardendale Avenue Apartments 2 0.07% 1 GMACCM $1,573,664
- ----------------------------------------------------------------------------------------------------------------------------
138 Meadow View Manor 1 0.06% 1 GMACCM $1,297,373
GENERAL DETAILED
PROPERTY PROPERTY
ID PROPERTY NAME TYPE TYPE
- --------------------------------------------------------------------------------------------------------------
5 Longacre House Multifamily Multifamily/Retail
10 Communities at Southwood Multifamily Conventional
12 Ridge Crossings Apartments Multifamily Conventional
13 Wiener Apartment Portfolio X Multifamily Conventional
13.01 25-10 / 20-30 30th Road Multifamily Conventional
- --------------------------------------------------------------------------------------------------------------
13.02 86-06 35th Avenue Multifamily Conventional
13.03 76-09 34th Avenue Multifamily Conventional
13.04 85-05 35th Avenue Multifamily Conventional
13.05 85-50 Forest Parkway Multifamily Conventional
13.06 32-86 33rd Street Multifamily Conventional
- --------------------------------------------------------------------------------------------------------------
13.07 86-20 Park Lane South Multifamily Conventional
17 San Brisas Apartments Multifamily Conventional
22 The Villas of Bristol Heights Apartments Multifamily Conventional
24 Cornerstone Apartments Multifamily Conventional
32 Village at Main Street Apartments Multifamily Conventional
- --------------------------------------------------------------------------------------------------------------
35 Independence- Raleigh Multifamily Conventional
36 Independence- East Lansing Multifamily Conventional
41 Westbury Apartments Multifamily Conventional
42 Mission Sandy Springs Apartments Multifamily Conventional
43 Cesery Portfolio Multifamily Conventional
- --------------------------------------------------------------------------------------------------------------
46 Greenbriar Village MHP Manufactured Housing Manufactured Housing
47 Braden Lakes Apartments Multifamily Conventional
48 Chambers Ridge Apartments Multifamily Conventional
61 Dominion at Riata Multifamily Conventional
62 Lochwood Apartments Multifamily Conventional
- --------------------------------------------------------------------------------------------------------------
63 Copper Mill Apartments Multifamily Conventional
68 Fernwood MHP Manufactured Housing Manufactured Housing
69 Wyndwood Apartments Multifamily Conventional
71 Oaks of Ashford Apartment Homes Multifamily Conventional
75 Bryce Jordan Tower Multifamily Student Housing
- --------------------------------------------------------------------------------------------------------------
81 Downing Place Townhouses Multifamily Conventional
89 Summer Trace Apartments Multifamily Conventional
92 69 Bennett Avenue Multifamily Conventional
93 109-20 Queens Boulevard Multifamily Conventional
99 New England Apartments Multifamily Student Housing
- --------------------------------------------------------------------------------------------------------------
100 Summit Apartments Multifamily Conventional
105 Chelsea Court Apartments Multifamily Conventional
107 Sutton Place Apartments Multifamily Conventional
108 Wildwood Apartments Multifamily Conventional
109 14639 Burbank Boulevard Multifamily Conventional
- --------------------------------------------------------------------------------------------------------------
111 Quail Canyon Apartments Multifamily Conventional
112 Wyndham on the Creek Apartments Multifamily Conventional
113 Ridge Park Apartments Multifamily Conventional
114 The Center Place Apartments Multifamily Conventional
115 Barrett Apartments Multifamily Conventional
- --------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP Manufactured Housing Manufactured Housing
120 Pueblo Springs Mobile Home Park Manufactured Housing Manufactured Housing
123 Oaks of Ashford Point Apt Homes II Multifamily Conventional
127 Capitol Hill Apartments Multifamily Conventional
137 Gardendale Avenue Apartments Multifamily Conventional
- --------------------------------------------------------------------------------------------------------------
138 Meadow View Manor Manufactured Housing Manufactured Housing
ID PROPERTY NAME ADDRESS CITY
- ------------------------------------------------------------------------------------------------------------------------------------
5 Longacre House 305 West 50th Street New York
10 Communities at Southwood 4602-C Southwood Parkway Richmond
12 Ridge Crossings Apartments 100 Tree Crossing Parkway Hoover
13 Wiener Apartment Portfolio X Various Various
13.01 25-10 / 20-30 30th Road 25-10 / 20-30 30th Road Astoria
- ------------------------------------------------------------------------------------------------------------------------------------
13.02 86-06 35th Avenue 86-06 35th Avenue Jackson Heights
13.03 76-09 34th Avenue 76-09 34th Avenue Jackson Heights
13.04 85-05 35th Avenue 85-05 35th Avenue Jackson Heights
13.05 85-50 Forest Parkway 85-50 Forest Parkway Woodhaven
13.06 32-86 33rd Street 32-86 33rd Street Astoria
- ------------------------------------------------------------------------------------------------------------------------------------
13.07 86-20 Park Lane South 86-20 Park Lane South Woodhaven
17 San Brisas Apartments 2020 Eldridge Parkway Houston
22 The Villas of Bristol Heights Apartments 12041 Dessau Road Austin
24 Cornerstone Apartments 2409 South Conway Road Orlando
32 Village at Main Street Apartments 30050 Town Center Loop West Wilsonville
- ------------------------------------------------------------------------------------------------------------------------------------
35 Independence- Raleigh 3133 Charles B. Root Wynd Raleigh
36 Independence- East Lansing 2530 Marfitt Road East Lansing
41 Westbury Apartments 1025 Westbury Boulevard Howell
42 Mission Sandy Springs Apartments 5555 Roswell Road Atlanta
43 Cesery Portfolio 2647 Cesery Boulevard Jacksonville
- ------------------------------------------------------------------------------------------------------------------------------------
46 Greenbriar Village MHP 63 Green Briar Drive North Bath
47 Braden Lakes Apartments 2835 50th Avenue West Bradenton
48 Chambers Ridge Apartments 5069 Stacey Drive East Harrisburg
61 Dominion at Riata 12340 Alameda Trace Circle Austin
62 Lochwood Apartments 5664 Woodmont Avenue Baltimore
- ------------------------------------------------------------------------------------------------------------------------------------
63 Copper Mill Apartments 7710 South Granite Avenue Tulsa
68 Fernwood MHP 1901 Fernwood Drive Capitol Heights
69 Wyndwood Apartments 55 Regina Drive East Windsor
71 Oaks of Ashford Apartment Homes 4040 Synott Road Houston
75 Bryce Jordan Tower 463 East Beaver Avenue State College
- ------------------------------------------------------------------------------------------------------------------------------------
81 Downing Place Townhouses 3395 Spangler Drive Lexington
89 Summer Trace Apartments 3201 Knight Street Shreveport
92 69 Bennett Avenue 69 Bennett Avenue New York
93 109-20 Queens Boulevard 109-20 Queens Boulevard Forest Hills
99 New England Apartments 2516 Douglas Avenue Bellingham
- ------------------------------------------------------------------------------------------------------------------------------------
100 Summit Apartments 7266 Franklin Avenue Los Angeles
105 Chelsea Court Apartments 500 North Rossmore Avenue Los Angeles
107 Sutton Place Apartments 1616 North Fuller Avenue Los Angeles
108 Wildwood Apartments 601 Wildbrook Lane Hoover
109 14639 Burbank Boulevard 14639 Burbank Boulevard Van Nuys
- ------------------------------------------------------------------------------------------------------------------------------------
111 Quail Canyon Apartments 2045 South McClintock Drive Tempe
112 Wyndham on the Creek Apartments 9633 Ferris Branch Boulevard Dallas
113 Ridge Park Apartments 7601 South Yale Avenue Tulsa
114 The Center Place Apartments 3005 South Center Street Arlington
115 Barrett Apartments 4641 Hermitage Road, 4700 Calhoun Road, 4850 General Road Mobile
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP 1800 West Main Street Lowell
120 Pueblo Springs Mobile Home Park 27930 Pueblo Springs Drive Hayward
123 Oaks of Ashford Point Apt Homes II 13103 Ashford Point Drive Houston
127 Capitol Hill Apartments 320 North 22nd Street Omaha
137 Gardendale Avenue Apartments 1030 Grubbs Avenue Gardendale
- ------------------------------------------------------------------------------------------------------------------------------------
138 Meadow View Manor 99 Meadowview Lane Brainerd
NET LOAN PER NET
RENTABLE RENTABLE AREA
ID PROPERTY NAME COUNTY STATE ZIP CODE UNITS/PADS UNITS/PADS
- ----------------------------------------------------------------------------------------------------------------------------
5 Longacre House New York NY 10019 293 290,102.39
10 Communities at Southwood Richmond VA 23224 1,286 38,880.25
12 Ridge Crossings Apartments Jefferson AL 35244 720 63,888.89
13 Wiener Apartment Portfolio X Queens NY Various 573 77,322.16
13.01 25-10 / 20-30 30th Road Queens NY 11102 117
- ----------------------------------------------------------------------------------------------------------------------------
13.02 86-06 35th Avenue Queens NY 11372 89
13.03 76-09 34th Avenue Queens NY 11372 83
13.04 85-05 35th Avenue Queens NY 11372 90
13.05 85-50 Forest Parkway Queens NY 11421 83
13.06 32-86 33rd Street Queens NY 11106 64
- ----------------------------------------------------------------------------------------------------------------------------
13.07 86-20 Park Lane South Queens NY 11421 47
17 San Brisas Apartments Harris TX 77077 312 107,692.31
22 The Villas of Bristol Heights Apartments Travis TX 78754 351 79,772.08
24 Cornerstone Apartments Orange FL 32812 430 54,651.16
32 Village at Main Street Apartments Clackamas OR 97070 232 98,275.86
- ----------------------------------------------------------------------------------------------------------------------------
35 Independence- Raleigh Wake NC 27612 168 67,187.50
36 Independence- East Lansing Ingham MI 48823 152 67,187.50
41 Westbury Apartments Livingston MI 48843 131 125,954.20
42 Mission Sandy Springs Apartments Fulton GA 30342 308 52,922.08
43 Cesery Portfolio Duval FL 32211 725 22,068.97
- ----------------------------------------------------------------------------------------------------------------------------
46 Greenbriar Village MHP Northampton PA 18014 319 44,639.50
47 Braden Lakes Apartments Manatee FL 34207 264 53,030.30
48 Chambers Ridge Apartments Dauphin PA 17111 324 43,073.78
61 Dominion at Riata Travis TX 78727 153 76,470.59
62 Lochwood Apartments Baltimore City MD 21239 353 32,577.90
- ----------------------------------------------------------------------------------------------------------------------------
63 Copper Mill Apartments Tulsa OK 74136 544 20,342.67
68 Fernwood MHP Prince George's MD 20743 328 28,292.68
69 Wyndwood Apartments Hartford CT 06088 181 51,104.97
71 Oaks of Ashford Apartment Homes Harris TX 77082 199 44,089.98
75 Bryce Jordan Tower Centre PA 16801 48 166,336.57
- ----------------------------------------------------------------------------------------------------------------------------
81 Downing Place Townhouses Fayette KY 40517 193 36,787.56
89 Summer Trace Apartments Caddo LA 71105 200 32,500.00
92 69 Bennett Avenue New York NY 10033 60 104,062.37
93 109-20 Queens Boulevard Queens NY 11375 64 97,168.24
99 New England Apartments Whatcom WA 98225 66 84,601.13
- ----------------------------------------------------------------------------------------------------------------------------
100 Summit Apartments Los Angeles CA 90046 90 61,111.11
105 Chelsea Court Apartments Los Angeles CA 90004 67 69,850.75
107 Sutton Place Apartments Los Angeles CA 90046 136 29,411.76
108 Wildwood Apartments Jefferson AL 35216 88 44,318.18
109 14639 Burbank Boulevard Los Angeles CA 91411 52 73,461.54
- ----------------------------------------------------------------------------------------------------------------------------
111 Quail Canyon Apartments Maricopa AZ 85282 112 32,142.86
112 Wyndham on the Creek Apartments Dallas TX 75243 151 23,521.91
113 Ridge Park Apartments Tulsa OK 74136 100 34,925.58
114 The Center Place Apartments Tarrant TX 76014 100 33,469.54
115 Barrett Apartments Mobile AL 36619 152 21,842.11
- ----------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP Kent MI 49331 137 22,116.79
120 Pueblo Springs Mobile Home Park Alameda CA 94545 137 21,897.81
123 Oaks of Ashford Point Apt Homes II Harris TX 77082 56 46,292.45
127 Capitol Hill Apartments Douglas NE 68102 115 17,834.78
137 Gardendale Avenue Apartments Jefferson AL 35071 48 32,784.66
- ----------------------------------------------------------------------------------------------------------------------------
138 Meadow View Manor Crow Wing MN 56401 95 13,656.56
OCCUPANCY OCCUPANCY ELEVATOR(S) UTILITIES
ID PROPERTY NAME RATE AS-OF DATE (YES/NO) PAID BY TENANT
- ------------------------------------------------------------------------------------------------------------------------------------
5 Longacre House 99.66% 6/30/2005 Yes Electric
10 Communities at Southwood 97.51% 6/3/2005 No Electric, Water, Gas, Sewer
12 Ridge Crossings Apartments 94.17% 5/31/2005 No Electric, Water, Gas, Sewer
13 Wiener Apartment Portfolio X 99.13% 5/25/2005 Yes Electric, Gas
13.01 25-10 / 20-30 30th Road 99.15% 5/25/2005 Yes Electric, Gas
- ------------------------------------------------------------------------------------------------------------------------------------
13.02 86-06 35th Avenue 100.00% 5/25/2005 Yes Electric, Gas
13.03 76-09 34th Avenue 100.00% 5/25/2005 Yes Electric, Gas
13.04 85-05 35th Avenue 100.00% 5/25/2005 Yes Electric, Gas
13.05 85-50 Forest Parkway 96.39% 5/25/2005 Yes Electric, Gas
13.06 32-86 33rd Street 100.00% 5/25/2005 Yes Electric, Gas
- ------------------------------------------------------------------------------------------------------------------------------------
13.07 86-20 Park Lane South 97.88% 5/25/2005 Yes Electric, Gas
17 San Brisas Apartments 68.59% 1/3/2005 No Water
22 The Villas of Bristol Heights Apartments 91.74% 4/5/2005 No Electric, Water
24 Cornerstone Apartments 93.95% 5/4/2005 No Electric
32 Village at Main Street Apartments 93.97% 4/27/2005 No None
- ------------------------------------------------------------------------------------------------------------------------------------
35 Independence- Raleigh 82.14% 4/30/2005 Yes None
36 Independence- East Lansing 84.87% 4/30/2005 Yes None
41 Westbury Apartments 94.66% 6/1/2005 No Electric, Water, Gas, Sewer
42 Mission Sandy Springs Apartments 91.23% 5/11/2005 No Electric, Water, Sewer
43 Cesery Portfolio 93.65% 4/28/2005 No Electric, Gas
- ------------------------------------------------------------------------------------------------------------------------------------
46 Greenbriar Village MHP 100.00% 4/1/2005 NAP Electric, Water
47 Braden Lakes Apartments 96.97% 5/10/2005 No Electric, Water
48 Chambers Ridge Apartments 92.28% 4/18/2005 No Electric, Gas
61 Dominion at Riata 97.39% 5/31/2005 No Electric, Water, Gas, Sewer
62 Lochwood Apartments 95.00% 4/1/2005 No Electric
- ------------------------------------------------------------------------------------------------------------------------------------
63 Copper Mill Apartments 94.30% 4/18/2005 No Electric, Water
68 Fernwood MHP 99.70% 4/1/2005 NAP Electric, Water
69 Wyndwood Apartments 95.58% 5/23/2005 No Electric, Water, Gas
71 Oaks of Ashford Apartment Homes 91.00% 3/29/2005 No Electric, Water, Sewer
75 Bryce Jordan Tower 100.00% 5/2/2005 Yes Electric, Water, Sewer
- ------------------------------------------------------------------------------------------------------------------------------------
81 Downing Place Townhouses 95.34% 6/17/2005 No Electric
89 Summer Trace Apartments 96.50% 5/1/2005 No Electric
92 69 Bennett Avenue 96.67% 5/25/2005 Yes Electric, Gas
93 109-20 Queens Boulevard 96.88% 5/25/2005 Yes Electric, Gas
99 New England Apartments 100.00% 4/27/2005 No Electric, Gas
- ------------------------------------------------------------------------------------------------------------------------------------
100 Summit Apartments 97.78% 4/1/2005 Yes Electric, Gas
105 Chelsea Court Apartments 100.00% 6/7/2005 Yes Electric, Gas
107 Sutton Place Apartments 98.53% 4/1/2005 Yes Electric, Gas
108 Wildwood Apartments 92.05% 4/19/2005 No Electric, Water, Sewer
109 14639 Burbank Boulevard 96.15% 4/12/2005 No Electric, Gas
- ------------------------------------------------------------------------------------------------------------------------------------
111 Quail Canyon Apartments 88.39% 5/23/2005 No Electric
112 Wyndham on the Creek Apartments 90.07% 3/28/2005 No Electric
113 Ridge Park Apartments 97.00% 4/21/2005 No Electric
114 The Center Place Apartments 94.00% 3/11/2005 No Electric
115 Barrett Apartments 94.74% 6/1/2005 No Electric, Gas
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP 94.89% 4/1/2005 NAP Electric, Water, Sewer
120 Pueblo Springs Mobile Home Park 100.00% 6/1/2005 NAP Electric, Water, Gas, Sewer
123 Oaks of Ashford Point Apt Homes II 91.10% 3/22/2005 No Electric, Water, Sewer
127 Capitol Hill Apartments 86.96% 5/20/2005 Yes Electric
137 Gardendale Avenue Apartments 97.92% 4/30/2005 No Electric
- ------------------------------------------------------------------------------------------------------------------------------------
138 Meadow View Manor 97.89% 6/24/2005 NAP Electric, Water, Gas
STUDIOS 1 BEDROOM
-------------------------------------- -------------------------------------
# AVG RENT PER MAX # AVG RENT PER MAX
ID PROPERTY NAME UNITS MO. ($) RENT ($) UNITS MO. ($) RENT ($)
- ------------------------------------------------------------------------------------------------------------------------------------
5 Longacre House 62 2,268 2,630 192 2,741 3,600
10 Communities at Southwood 332 465 559
12 Ridge Crossings Apartments 260 575 1,290
13 Wiener Apartment Portfolio X 58 882 1,451 353 943 1,873
13.01 25-10 / 20-30 30th Road 13 928 1,272 85 968 1,871
- ------------------------------------------------------------------------------------------------------------------------------------
13.02 86-06 35th Avenue 14 816 1,149 48 918 1,223
13.03 76-09 34th Avenue 37 1,011 1,873
13.04 85-05 35th Avenue 14 759 1,176 48 943 1,543
13.05 85-50 Forest Parkway 6 861 1,154 53 979 1,442
13.06 32-86 33rd Street 5 1,296 1,451 53 792 1,713
- ------------------------------------------------------------------------------------------------------------------------------------
13.07 86-20 Park Lane South 6 902 1,075 29 1,037 1,669
17 San Brisas Apartments 62 1,072 1,220
22 The Villas of Bristol Heights Apartments 117 832 879
24 Cornerstone Apartments 32 565 565 192 688 711
32 Village at Main Street Apartments 72 704 867
- ------------------------------------------------------------------------------------------------------------------------------------
35 Independence- Raleigh 61 1,602 1,602 96 2,105 2,105
36 Independence- East Lansing 35 1,498 1,645 108 1,996 2,250
41 Westbury Apartments 32 1,095 1,095
42 Mission Sandy Springs Apartments 49 825 825
43 Cesery Portfolio 80 387 385 393 429 483
- ------------------------------------------------------------------------------------------------------------------------------------
46 Greenbriar Village MHP 319 395 413
47 Braden Lakes Apartments 56 629 699
48 Chambers Ridge Apartments 112 626 864
61 Dominion at Riata 60 937 1,058
62 Lochwood Apartments 178 576 585
- ------------------------------------------------------------------------------------------------------------------------------------
63 Copper Mill Apartments 432 376 385
68 Fernwood MHP 328 311 360
69 Wyndwood Apartments 56 727 755
71 Oaks of Ashford Apartment Homes 100 542 579
75 Bryce Jordan Tower
- ------------------------------------------------------------------------------------------------------------------------------------
81 Downing Place Townhouses 76 440 515
89 Summer Trace Apartments 84 458 535
92 69 Bennett Avenue 7 1,025 1,340 41 1,122 1,746
93 109-20 Queens Boulevard 53 1,158 2,350
99 New England Apartments 6 627 845
- ------------------------------------------------------------------------------------------------------------------------------------
100 Summit Apartments 9 1,044 1,500 29 1,368 1,600
105 Chelsea Court Apartments 29 1,259 1,325
107 Sutton Place Apartments 72 961 1,050 64 1,064 1,265
108 Wildwood Apartments 28 625 625
109 14639 Burbank Boulevard 26 1,069 1,300
- ------------------------------------------------------------------------------------------------------------------------------------
111 Quail Canyon Apartments 30 625 625
112 Wyndham on the Creek Apartments 117 489 539
113 Ridge Park Apartments 52 546 549
114 The Center Place Apartments 48 533 590
115 Barrett Apartments 40 375 375
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP 137 345 345
120 Pueblo Springs Mobile Home Park
123 Oaks of Ashford Point Apt Homes II
127 Capitol Hill Apartments 96 19
137 Gardendale Avenue Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
138 Meadow View Manor 94 210 210
2 BEDROOM 3 BEDROOM
-------------------------------------- --------------------------------------
# AVG RENT PER MAX # AVG RENT PER MAX
ID PROPERTY NAME UNITS MO. ($) RENT ($) UNITS MO. ($) RENT ($)
- ------------------------------------------------------------------------------------------------------------------------------------
5 Longacre House 39 4,036 5,895
10 Communities at Southwood 909 598 749 45 766 899
12 Ridge Crossings Apartments 378 744 1,525 82 904 1,210
13 Wiener Apartment Portfolio X 150 1,118 2,200 12 1,158 1,713
13.01 25-10 / 20-30 30th Road 19 1,116 1,940
- ------------------------------------------------------------------------------------------------------------------------------------
13.02 86-06 35th Avenue 27 1,132 1,692
13.03 76-09 34th Avenue 46 1,241 2,200
13.04 85-05 35th Avenue 28 915 1,354
13.05 85-50 Forest Parkway 12 1,158 1,751 12 1,158 1,713
13.06 32-86 33rd Street 6 1,171 1,638
- ------------------------------------------------------------------------------------------------------------------------------------
13.07 86-20 Park Lane South 12 1,031 1,404
17 San Brisas Apartments 148 1,545 2,195 102 2,035 2,495
22 The Villas of Bristol Heights Apartments 176 1,229 1,073 58 1,554 1,709
24 Cornerstone Apartments 206 797 825
32 Village at Main Street Apartments 104 1,056 1,540 56 967 1,116
- ------------------------------------------------------------------------------------------------------------------------------------
35 Independence- Raleigh 11 2,625 2,625
36 Independence- East Lansing 9 2,376 2,900
41 Westbury Apartments 43 1,416 1,425 56 1,485 1,495
42 Mission Sandy Springs Apartments 209 969 975 50 1,250 1,250
43 Cesery Portfolio 252 511 658
- ------------------------------------------------------------------------------------------------------------------------------------
46 Greenbriar Village MHP
47 Braden Lakes Apartments 208 708 800
48 Chambers Ridge Apartments 152 701 872 60 853 989
61 Dominion at Riata 85 1,228 2,073 8 1,489 1,489
62 Lochwood Apartments 172 677 685
- ------------------------------------------------------------------------------------------------------------------------------------
63 Copper Mill Apartments 112 500 515
68 Fernwood MHP
69 Wyndwood Apartments 125 798 865
71 Oaks of Ashford Apartment Homes 99 739 889
75 Bryce Jordan Tower 6 1,530 1,530
- ------------------------------------------------------------------------------------------------------------------------------------
81 Downing Place Townhouses 117 563 665
89 Summer Trace Apartments 76 563 640 40 692 692
92 69 Bennett Avenue 12 1,198 1,853
93 109-20 Queens Boulevard 11 1,335 2,152
99 New England Apartments 24 681 710 12 1,061 1,320
- ------------------------------------------------------------------------------------------------------------------------------------
100 Summit Apartments 52 1,481 1,750
105 Chelsea Court Apartments 38 1,579 1,725
107 Sutton Place Apartments
108 Wildwood Apartments 40 725 725 20 875 875
109 14639 Burbank Boulevard 26 1,271 1,400
- ------------------------------------------------------------------------------------------------------------------------------------
111 Quail Canyon Apartments 82 713 735
112 Wyndham on the Creek Apartments 34 775 825
113 Ridge Park Apartments 48 656 749
114 The Center Place Apartments 52 660 750
115 Barrett Apartments 112 425 425
- ------------------------------------------------------------------------------------------------------------------------------------
119 Valley Vista MHP
120 Pueblo Springs Mobile Home Park 137 437
123 Oaks of Ashford Point Apt Homes II 44 660 678 12 825 831
127 Capitol Hill Apartments
137 Gardendale Avenue Apartments 48 503 550
- ------------------------------------------------------------------------------------------------------------------------------------
138 Meadow View Manor
4 BEDROOM
--------------------------------------
# AVG RENT PER MAX
ID PROPERTY NAME UNITS MO. ($) RENT ($)
- -------------------------------------------------------------------------------------------------
5 Longacre House
10 Communities at Southwood
12 Ridge Crossings Apartments
13 Wiener Apartment Portfolio X
13.01 25-10 / 20-30 30th Road
- -------------------------------------------------------------------------------------------------
13.02 86-06 35th Avenue
13.03 76-09 34th Avenue
13.04 85-05 35th Avenue
13.05 85-50 Forest Parkway
13.06 32-86 33rd Street
- -------------------------------------------------------------------------------------------------
13.07 86-20 Park Lane South
17 San Brisas Apartments
22 The Villas of Bristol Heights Apartments
24 Cornerstone Apartments
32 Village at Main Street Apartments
- -------------------------------------------------------------------------------------------------
35 Independence- Raleigh
36 Independence- East Lansing
41 Westbury Apartments
42 Mission Sandy Springs Apartments
43 Cesery Portfolio
- -------------------------------------------------------------------------------------------------
46 Greenbriar Village MHP
47 Braden Lakes Apartments
48 Chambers Ridge Apartments
61 Dominion at Riata
62 Lochwood Apartments
- -------------------------------------------------------------------------------------------------
63 Copper Mill Apartments
68 Fernwood MHP
69 Wyndwood Apartments
71 Oaks of Ashford Apartment Homes
75 Bryce Jordan Tower 42 1,960 1,960
- -------------------------------------------------------------------------------------------------
81 Downing Place Townhouses
89 Summer Trace Apartments
92 69 Bennett Avenue
93 109-20 Queens Boulevard
99 New England Apartments 24 1,245 1,305
- -------------------------------------------------------------------------------------------------
100 Summit Apartments
105 Chelsea Court Apartments
107 Sutton Place Apartments
108 Wildwood Apartments
109 14639 Burbank Boulevard
- -------------------------------------------------------------------------------------------------
111 Quail Canyon Apartments
112 Wyndham on the Creek Apartments
113 Ridge Park Apartments
114 The Center Place Apartments
115 Barrett Apartments
- -------------------------------------------------------------------------------------------------
119 Valley Vista MHP
120 Pueblo Springs Mobile Home Park
123 Oaks of Ashford Point Apt Homes II
127 Capitol Hill Apartments
137 Gardendale Avenue Apartments
- -------------------------------------------------------------------------------------------------
138 Meadow View Manor
FOOTNOTES FOR THE ANNEX A-2
1. GACC - German American Capital Corporation, GMACCM - GMAC Commercial
Mortgage Corporation, PNC - PNC Bank, National Association
A-2-2
ANNEX A-3 RATES USED IN DETERMINATION OF THE CLASS X-C AND CLASS X-P
PASS-THROUGH RATES
A-3-1
ANNEX A-4 LAKEWOOD CENTER LOAN INTEREST RATE SCHEDULE
DATE PERIOD INTEREST RATE
- ----- ------------ ------------
9/1/2005 ......................... 1 5.633402140672780%
10/1/2005 ........................ 2 5.426559633027520%
11/1/2005 ........................ 3 5.633402140672780%
12/1/2005 ........................ 4 5.426559633027520%
1/1/2006 ......................... 5 5.633402140672780%
2/1/2006 ......................... 6 5.633402140672780%
3/1/2006 ......................... 7 5.012874617737000%
4/1/2006 ......................... 8 5.633402140672780%
5/1/2006 ......................... 9 5.426559633027520%
6/1/2006 ......................... 10 5.633402140672780%
7/1/2006 ......................... 11 5.426559633027520%
8/1/2006 ......................... 12 5.633402140672780%
9/1/2006 ......................... 13 5.633402140672780%
10/1/2006 ........................ 14 5.426559633027520%
11/1/2006 ........................ 15 5.633402140672780%
12/1/2006 ........................ 16 5.426559633027520%
1/1/2007 ......................... 17 5.633402140672780%
2/1/2007 ......................... 18 5.633402140672780%
3/1/2007 ......................... 19 5.012874617737000%
4/1/2007 ......................... 20 5.633402140672780%
5/1/2007 ......................... 21 5.426559633027520%
6/1/2007 ......................... 22 5.633402140672780%
7/1/2007 ......................... 23 5.426559633027520%
8/1/2007 ......................... 24 5.633402140672780%
9/1/2007 ......................... 25 5.633402140672780%
10/1/2007 ........................ 26 5.426559633027520%
11/1/2007 ........................ 27 5.633402140672780%
12/1/2007 ........................ 28 5.426559633027520%
1/1/2008 ......................... 29 5.633402140672780%
2/1/2008 ......................... 30 5.633402140672780%
3/1/2008 ......................... 31 5.219717125382260%
4/1/2008 ......................... 32 5.633402140672780%
5/1/2008 ......................... 33 5.426559633027520%
6/1/2008 ......................... 34 5.633402140672780%
7/1/2008 ......................... 35 5.426559633027520%
8/1/2008 ......................... 36 5.633402140672780%
9/1/2008 ......................... 37 5.633402140672780%
10/1/2008 ........................ 38 5.426559633027520%
11/1/2008 ........................ 39 5.633402140672780%
12/1/2008 ........................ 40 5.426559633027520%
1/1/2009 ......................... 41 5.633402140672780%
2/1/2009 ......................... 42 5.633402140672780%
3/1/2009 ......................... 43 5.012874617737000%
4/1/2009 ......................... 44 5.633402140672780%
5/1/2009 ......................... 45 5.426559633027520%
6/1/2009 ......................... 46 5.633402140672780%
7/1/2009 ......................... 47 5.426559633027520%
A-4-1
DATE PERIOD INTEREST RATE
- ----- ------------ -------------
8/1/2009 ......................... 48 5.633402140672780%
9/1/2009 ......................... 49 5.633402140672780%
10/1/2009 ........................ 50 5.426559633027520%
11/1/2009 ........................ 51 5.633402140672780%
12/1/2009 ........................ 52 5.426559633027520%
1/1/2010 ......................... 53 5.633402140672780%
2/1/2010 ......................... 54 5.633402140672780%
3/1/2010 ......................... 55 5.012874617737000%
4/1/2010 ......................... 56 5.633402140672780%
5/1/2010 ......................... 57 5.426559633027520%
6/1/2010 ......................... 58 5.633402140672780%
7/1/2010 ......................... 59 5.426559633027520%
8/1/2010 ......................... 60 5.633402140672780%
9/1/2010 ......................... 61 5.633402140672780%
10/1/2010 ........................ 62 5.426559633027520%
11/1/2010 ........................ 63 5.633402140672780%
12/1/2010 ........................ 64 5.426559633027520%
1/1/2011 ......................... 65 5.633402140672780%
2/1/2011 ......................... 66 5.633402140672780%
3/1/2011 ......................... 67 5.012874617737000%
4/1/2011 ......................... 68 5.633402140672780%
5/1/2011 ......................... 69 5.426559633027520%
6/1/2011 ......................... 70 5.633402140672780%
7/1/2011 ......................... 71 5.426559633027520%
8/1/2011 ......................... 72 5.633402140672780%
9/1/2011 ......................... 73 5.633402140672780%
10/1/2011 ........................ 74 5.426559633027520%
11/1/2011 ........................ 75 5.633402140672780%
12/1/2011 ........................ 76 5.426559633027520%
1/1/2012 ......................... 77 5.633402140672780%
2/1/2012 ......................... 78 5.633402140672780%
3/1/2012 ......................... 79 5.219717125382260%
4/1/2012 ......................... 80 5.633402140672780%
5/1/2012 ......................... 81 5.426559633027520%
6/1/2012 ......................... 82 5.633402140672780%
7/1/2012 ......................... 83 5.426559633027520%
8/1/2012 ......................... 84 5.633402140672780%
9/1/2012 ......................... 85 5.633402140672780%
10/1/2012 ........................ 86 5.426559633027520%
11/1/2012 ........................ 87 5.633402140672780%
12/1/2012 ........................ 88 5.426559633027520%
1/1/2013 ......................... 89 5.633402140672780%
2/1/2013 ......................... 90 5.633402140672780%
3/1/2013 ......................... 91 5.012874617737000%
4/1/2013 ......................... 92 5.633402140672780%
5/1/2013 ......................... 93 5.426559633027520%
6/1/2013 ......................... 94 5.633402140672780%
7/1/2013 ......................... 95 5.426559633027520%
8/1/2013 ......................... 96 5.633402140672780%
A-4-2
DATE PERIOD INTEREST RATE
- ----- ----------- -------------
9/1/2013 ......................... 97 5.633402140672780%
10/1/2013 ........................ 98 5.426559633027520%
11/1/2013 ........................ 99 5.633402140672780%
12/1/2013 ........................ 100 5.426559633027520%
1/1/2014 ......................... 101 5.633402140672780%
2/1/2014 ......................... 102 5.633402140672780%
3/1/2014 ......................... 103 5.012874617737000%
4/1/2014 ......................... 104 5.633402140672780%
5/1/2014 ......................... 105 5.426559633027520%
6/1/2014 ......................... 106 5.633402140672780%
7/1/2014 ......................... 107 5.426559633027520%
8/1/2014 ......................... 108 5.633402140672780%
9/1/2014 ......................... 109 5.633402140672780%
10/1/2014 ........................ 110 5.426559633027520%
11/1/2014 ........................ 111 5.633402140672780%
12/1/2014 ........................ 112 5.426559633027520%
1/1/2015 ......................... 113 5.633402140672780%
2/1/2015 ......................... 114 5.633402140672780%
3/1/2015 ......................... 115 5.012874617737000%
4/1/2015 ......................... 116 5.633402140672780%
5/1/2015 ......................... 117 5.426559633027520%
6/1/2015 ......................... 118 5.633402140672780%
A-4-3
ANNEX A-5 GENERAL MOTORS BUILDING LOAN (A NOTE) INTEREST RATE SCHEDULE
DATE PERIOD INTEREST RATE
- ----- ------------ ------------
9/1/2005 ......................... 1 5.401592810457510%
10/1/2005 ........................ 2 5.127928011204480%
11/1/2005 ........................ 3 5.401592810457510%
12/1/2005 ........................ 4 5.127928011204480%
1/1/2006 ......................... 5 5.401592810457510%
2/1/2006 ......................... 6 5.401592810457510%
3/1/2006 ......................... 7 4.580598412698410%
4/1/2006 ......................... 8 5.401592810457510%
5/1/2006 ......................... 9 5.127928011204480%
6/1/2006 ......................... 10 5.401592810457510%
7/1/2006 ......................... 11 5.127928011204480%
8/1/2006 ......................... 12 5.401592810457510%
9/1/2006 ......................... 13 5.401592810457510%
10/1/2006 ........................ 14 5.127928011204480%
11/1/2006 ........................ 15 5.401592810457510%
12/1/2006 ........................ 16 5.127928011204480%
1/1/2007 ......................... 17 5.401592810457510%
2/1/2007 ......................... 18 5.401592810457510%
3/1/2007 ......................... 19 4.580598412698410%
4/1/2007 ......................... 20 5.401592810457510%
5/1/2007 ......................... 21 5.127928011204480%
6/1/2007 ......................... 22 5.401592810457510%
7/1/2007 ......................... 23 5.127928011204480%
8/1/2007 ......................... 24 5.401592810457510%
9/1/2007 ......................... 25 5.401592810457510%
10/1/2007 ........................ 26 5.127928011204480%
11/1/2007 ........................ 27 5.401592810457510%
12/1/2007 ........................ 28 5.127928011204480%
1/1/2008 ......................... 29 5.401592810457510%
2/1/2008 ......................... 30 5.401592810457510%
3/1/2008 ......................... 31 4.854263211951450%
4/1/2008 ......................... 32 5.401592810457510%
5/1/2008 ......................... 33 5.127928011204480%
6/1/2008 ......................... 34 5.401592810457510%
7/1/2008 ......................... 35 5.127928011204480%
8/1/2008 ......................... 36 5.401592810457510%
9/1/2008 ......................... 37 5.401592810457510%
10/1/2008 ........................ 38 5.127928011204480%
11/1/2008 ........................ 39 5.401592810457510%
12/1/2008 ........................ 40 5.127928011204480%
1/1/2009 ......................... 41 5.401592810457510%
2/1/2009 ......................... 42 5.401592810457510%
3/1/2009 ......................... 43 4.580598412698410%
4/1/2009 ......................... 44 5.401592810457510%
5/1/2009 ......................... 45 5.127928011204480%
6/1/2009 ......................... 46 5.401592810457510%
7/1/2009 ......................... 47 5.127928011204480%
A-5-1
DATE PERIOD INTEREST RATE
- ----- ------------ -------------
8/1/2009 ......................... 48 5.401592810457510%
9/1/2009 ......................... 49 5.401592810457510%
10/1/2009 ........................ 50 5.127928011204480%
11/1/2009 ........................ 51 5.401592810457510%
12/1/2009 ........................ 52 5.127928011204480%
1/1/2010 ......................... 53 5.401592810457510%
2/1/2010 ......................... 54 5.401592810457510%
A-5-2
ANNEX A-6 GENERAL MOTORS BUILDING LOAN (WHOLE LOAN) INTEREST RATE SCHEDULE
DATE PERIOD INTEREST RATE
- ----- ------------ -------------
9/1/2005 ......................... 1 5.398808333333330%
10/1/2005 ........................ 2 5.154562500000000%
11/1/2005 ........................ 3 5.398808333333330%
12/1/2005 ........................ 4 5.154562500000000%
1/1/2006 ......................... 5 5.398808333333330%
2/1/2006 ......................... 6 5.398808333333330%
3/1/2006 ......................... 7 4.666070833333330%
4/1/2006 ......................... 8 5.398808333333330%
5/1/2006 ......................... 9 5.154562500000000%
6/1/2006 ......................... 10 5.398808333333330%
7/1/2006 ......................... 11 5.154562500000000%
8/1/2006 ......................... 12 5.398808333333330%
9/1/2006 ......................... 13 5.398808333333330%
10/1/2006 ........................ 14 5.154562500000000%
11/1/2006 ........................ 15 5.398808333333330%
12/1/2006 ........................ 16 5.154562500000000%
1/1/2007 ......................... 17 5.398808333333330%
2/1/2007 ......................... 18 5.398808333333330%
3/1/2007 ......................... 19 4.666070833333330%
4/1/2007 ......................... 20 5.398808333333330%
5/1/2007 ......................... 21 5.154562500000000%
6/1/2007 ......................... 22 5.398808333333330%
7/1/2007 ......................... 23 5.154562500000000%
8/1/2007 ......................... 24 5.398808333333330%
9/1/2007 ......................... 25 5.398808333333330%
10/1/2007 ........................ 26 5.154562500000000%
11/1/2007 ........................ 27 5.398808333333330%
12/1/2007 ........................ 28 5.154562500000000%
1/1/2008 ......................... 29 5.398808333333330%
2/1/2008 ......................... 30 5.398808333333330%
3/1/2008 ......................... 31 4.910316666666670%
4/1/2008 ......................... 32 5.398808333333330%
5/1/2008 ......................... 33 5.154562500000000%
6/1/2008 ......................... 34 5.398808333333330%
7/1/2008 ......................... 35 5.154562500000000%
8/1/2008 ......................... 36 5.398808333333330%
9/1/2008 ......................... 37 5.398808333333330%
10/1/2008 ........................ 38 5.154562500000000%
11/1/2008 ........................ 39 5.398808333333330%
12/1/2008 ........................ 40 5.154562500000000%
1/1/2009 ......................... 41 5.398808333333330%
2/1/2009 ......................... 42 5.398808333333330%
3/1/2009 ......................... 43 4.666070833333330%
4/1/2009 ......................... 44 5.398808333333330%
5/1/2009 ......................... 45 5.154562500000000%
6/1/2009 ......................... 46 5.398808333333330%
7/1/2009 ......................... 47 5.154562500000000%
A-6-1
DATE PERIOD INTEREST RATE
- ----- ------------ ------------
8/1/2009 ......................... 48 5.398808333333330%
9/1/2009 ......................... 49 5.398808333333330%
10/1/2009 ........................ 50 5.154562500000000%
11/1/2009 ........................ 51 5.398808333333330%
12/1/2009 ........................ 52 5.154562500000000%
1/1/2010 ......................... 53 5.398808333333330%
2/1/2010 ......................... 54 5.398808333333330%
A-6-2
ANNEX A-7 CLASS A-AB PLANNED PRINCIPAL BALANCE
A-7-1
ANNEX B
CMBS NEW ISSUE
STRUCTURAL AND COLLATERAL TERM SHEET
----------------------
$2,102,782,000
(APPROXIMATE OFFERED CERTIFICATES)
$2,285,634,268
(APPROXIMATE TOTAL COLLATERAL BALANCE)
COMM 2005-C6
----------------------
COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES
GERMAN AMERICAN CAPITAL CORPORATION
GMAC COMMERCIAL MORTGAGE CORPORATION
PNC BANK, NATIONAL ASSOCIATION
MORTGAGE LOAN SELLERS
----------------------
- ----------------------------------------------------------------------------------------------------------------------------------
CLASS APPROX. SIZE INITIAL PASS- RATINGS SUBORDINATION PRINCIPAL ASSUMED FINAL
(FACE) THROUGH RATE (S&P/MOODY'S) LEVELS WAL (YRS.) WINDOW DISTRIBUTION DATE
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
A-1 $ 48,000,000 % AAA/Aaa 20.000% 2.58 9/05-1/10 January 10, 2010
- ----------------------------------------------------------------------------------------------------------------------------------
A-2 $185,500,000 % AAA/Aaa 20.000% 4.63 1/10-7/10 July 10, 2010
- ----------------------------------------------------------------------------------------------------------------------------------
A-3 $ 59,600,000 % AAA/Aaa 20.000% 6.88 6/12-8/12 August 10, 2012
- ----------------------------------------------------------------------------------------------------------------------------------
A-4 $ 35,500,000 % AAA/Aaa 20.000% 9.01 7/14-1/15 January 10, 2015
- ----------------------------------------------------------------------------------------------------------------------------------
A-AB $ 71,900,000 % AAA/Aaa 20.000% 6.95 7/10-7/14 July 10, 2014
- ----------------------------------------------------------------------------------------------------------------------------------
A-5A $800,596,000 % AAA/Aaa 30.000% 9.82 1/15-7/15 July 10, 2015
- ----------------------------------------------------------------------------------------------------------------------------------
A-5B $114,371,000 % AAA/Aaa 20.000% 9.89 7/15-7/15 July 10, 2015
- ----------------------------------------------------------------------------------------------------------------------------------
A-1A $513,040,000 % AAA/Aaa 20.000% 7.93 9/05-8/15 August 10, 2015
- ----------------------------------------------------------------------------------------------------------------------------------
X-P $ % AAA/Aaa N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------
A-J $171,422,000 % AAA/Aaa 12.500% 9.98 8/15-8/15 August 10, 2015
- ----------------------------------------------------------------------------------------------------------------------------------
B $ 45,712,000 % AA/Aa2 10.500% 9.98 8/15-8/15 August 10, 2015
- ----------------------------------------------------------------------------------------------------------------------------------
C $ 20,000,000 % AA-/Aa3 9.625% 9.98 8/15-8/15 August 10, 2015
- ----------------------------------------------------------------------------------------------------------------------------------
D $ 37,141,000 % A/A2 8.000% 9.98 8/15-8/15 August 10, 2015
- ----------------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BANK SECURITIES
Sole Book Running Manager and Lead Manager
GMAC COMMERCIAL HOLDING CAPITAL MARKETS CORP. PNC CAPITAL MARKETS, INC.
Co-Manager Co-Manager
CREDIT SUISSE FIRST BOSTON JPMORGAN WACHOVIA SECURITIES
Co-Manager Co-Manager Co-Manager
-------------
JULY 27, 2005
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-1
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
TRANSACTION FEATURES
>> SELLERS:
NO. OF CUT-OFF DATE %
SELLERS LOANS BALANCE ($) OF POOL
- ---------------------------------------------------------------------------------------------------------------------
German American Capital Corporation 31 $ 962,588,155 42.11%
GMAC Commercial Mortgage Corporation 62 953,241,589 41.71
PNC Bank, National Association 45 369,804,523 16.18
- ---------------------------------------------------------------------------------------------------------------------
TOTAL: 138 $2,285,634,268 100.00%
- ---------------------------------------------------------------------------------------------------------------------
>> LOAN POOL:
o Average Cut-off Date Balance: $16,562,567
o Largest Mortgage Loan by Cut-off Date Balance: $218,000,000 (Shadow
Rated BBB+ / Baa3 by S&P and Moody's, respectively)
o Five largest and ten largest loans or cross-collateralized loan
groups: 30.79% and 43.65% of the pool, respectively
>> CREDIT STATISTICS:
o Weighted average underwritten DSCR of 1.60x
o Weighted average cut-off date LTV ratio of 68.08%; weighted average
balloon LTV ratio of 61.82%
>> PROPERTY TYPES:
[Data below represents pie chart in printed piece.]
MULTIFAMILY(1) 26.24%
OFFICE 25.49%
RETAIL 24.03%
HOTEL 9.16%
MIXED USE(2) 7.29%
SELF STORAGE 6.48%
INDUSTRIAL 1.32%
(1) Consists of Multifamily (24.89%) and Manufactured Housing (1.35%).
(2) Consists of office and retail components.
>> CALL PROTECTION: (AS APPLICABLE)
o 100.00% of the pool (current balance) has a remaining lockout
period ranging from 21 to 57 payments, then defeasance or yield
maintenance (which in no event may be less than 1% of the amount
prepaid).
>> BOND INFORMATION:
o Cash flows are expected to be modeled by TREPP and INTEX and are
expected to be available on BLOOMBERG.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-2
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
OFFERED CERTIFICATES
INITIAL CERTIFICATE ASSUMED FINAL INITIAL
CLASS BALANCE OR SUBORDINATION RATINGS AVERAGE PRINCIPAL DISTRIBUTION PASS-THROUGH
NOTIONAL AMOUNT(1) LEVELS (S&P/MOODY'S) LIFE (YRS.)(2) WINDOW(2) DATE(2) RATE (APPROX.)(3)
- -----------------------------------------------------------------------------------------------------------------------------------
A-1(4) $ 48,000,000 20.000%(7) AAA/Aaa 2.58 9/05-1/10 January 10, 2010 %
- -----------------------------------------------------------------------------------------------------------------------------------
A-2(4) $185,500,000 20.000%(7) AAA/Aaa 4.63 1/10-7/10 July 10, 2010 %
- -----------------------------------------------------------------------------------------------------------------------------------
A-3(4) $ 59,600,000 20.000%(7) AAA/Aaa 6.88 6/12-8/12 August 10, 2012 %
- -----------------------------------------------------------------------------------------------------------------------------------
A-4(4) $ 35,500,000 20.000%(7) AAA/Aaa 9.01 7/14-1/15 January 10, 2015 %
A-AB(4) $ 71,900,000 20.000%(7) AAA/Aaa 6.95 7/10-7/14 July 10, 2014 %
A-5A(4) $800,596,000 30.000%(7) AAA/Aaa 9.82 1/15-7/15 July 10, 2015 %
A-5B(4) $114,371,000 20.000%(7) AAA/Aaa 9.89 7/15-7/15 July 10, 2015 %
A-1A(4) $513,040,000 20.000%(7) AAA/Aaa 7.93 9/05-8/15 August 10, 2015 %
X-P(5) $ N/A AAA/Aaa N/A N/A %
- -----------------------------------------------------------------------------------------------------------------------------------
A-J $171,422,000 12.500% AAA/Aaa 9.98 8/15-8/15 August 10, 2015 %
- -----------------------------------------------------------------------------------------------------------------------------------
B $ 45,712,000 10.500% AA/Aa2 9.98 8/15-8/15 August 10, 2015 %
- -----------------------------------------------------------------------------------------------------------------------------------
C $ 20,000,000 9.625% AA-/Aa3 9.98 8/15-8/15 August 10, 2015 %
D $ 37,141,000 8.000% A/A2 9.98 8/15-8/15 August 10, 2015 %
- -----------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PRIVATE CERTIFICATES(6)
INITIAL CERTIFICATE ASSUMED FINAL INITIAL
CLASS BALANCE OR SUBORDINATION RATINGS AVERAGE PRINCIPAL DISTRIBUTION PASS-THROUGH
NOTIONAL AMOUNT(1) LEVELS (S&P/MOODY'S) LIFE (YRS.)(2) WINDOW(2) DATE(2) RATE (APPROX.)(3)
- -----------------------------------------------------------------------------------------------------------------------------------
X-C(5) $2,285,634,267 N/A AAA/Aaa N/A N/A July 10, 2030 %
- -----------------------------------------------------------------------------------------------------------------------------------
E $ 28,570,000 6.750% A-/A3 9.98 8/15-8/15 August 10, 2015 %
- -----------------------------------------------------------------------------------------------------------------------------------
F $ 25,714,000 5.625% BBB+/Baa1 9.98 8/15-8/15 August 10, 2015 %
G $ 25,713,000 4.500% BBB/Baa2 9.98 8/15-8/15 August 10, 2015 %
H $ 22,857,000 3.500% BBB-/Baa3 9.98 8/15-8/15 August 10, 2015 %
J $ 14,285,000 2.875% BB+/Ba1 10.01 8/15-9/15 September 10, 2015 %
K $ 11,428,000 2.375% BB/Ba2 10.10 9/15-6/16 June 10, 2016 %
L $ 5,714,000 2.125% BB-/Ba3 12.24 6/16-3/19 March 10, 2019 %
- -----------------------------------------------------------------------------------------------------------------------------------
M $ 14,285,000 1.500% B+/NR 14.82 3/19-8/20 August 10, 2020 %
- -----------------------------------------------------------------------------------------------------------------------------------
N $ 2,857,000 1.375% B/NR 14.98 8/20-8/20 August 10, 2020 %
O $ 5,714,000 1.125% B-/NR 14.98 8/20-8/20 August 10, 2020 %
P $ 25,715,267 0.000% NR/NR 15.52 8/20-7/30 July 10, 2030 %
NOTES:
(1) Subject to a permitted variance of plus or minus 5%.
(2) Based on the structuring assumptions, assuming 0% CPR, described in the
Prospectus Supplement.
(3) The Class A-1, A-2, A-3, A-4, A-AB, A-5A, A-5B, A-1A, A-J, B, C, D, E, F, G
and H Certificates will each accrue interest at either (i) a fixed rate,
(ii) a fixed rate subject to a cap at the weighted average net mortgage
interest rate, (iii) a rate equal to the weighted average net mortgage
interest rate less a specified percentage or (iv) a rate equal to the
weighted average net mortgage interest rate. The Class J, K, L, M, N, O and
P Certificates will accrue interest at either (i) a fixed rate, or (ii) a
fixed rate subject to a cap at the weighted average net mortgage interest
rate.
(4) For purposes of making distributions to the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-AB, Class A-5A, Class A-5B and Class A-1A
Certificates, the pool of mortgage loans will be deemed to consist of two
distinct Loan Groups, Loan Group 1 and Loan Group 2. Loan Group 1 will
consist of 103 mortgage loans, representing approximately 77.55% of the
outstanding pool balance. Loan Group 2 will consist of 35 mortgage loans,
representing approximately 22.45% of the outstanding pool balance. Loan
Group 2 will include approximately 88.04% of all the mortgage loans secured
by multifamily properties and approximately 39.81% of all the mortgage
loans secured by manufactured housing properties.
So long as funds are sufficient on any distribution date to make
distributions of all interest on such distribution date to the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5A, Class A-5B, Class
A-1A, Class X-C and Class X-P Certificates, interest distributions on the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5A and
Class A-5B 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. In addition, generally, the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB, Class A-5A and Class A-5B Certificates
will be entitled to receive distributions of principal collected or
advanced in respect of mortgage loans in Loan Group 1, and after the
certificate principal balance of the Class A-1A Certificates has been
reduced to zero, Loan Group 2, and the Class A-1A Certificates will be
entitled to receive distributions of principal collected or advanced in
respect of mortgage loans in Loan Group 2, and after the certificate
principal balance of the Class A-5B Certificates has been reduced to zero,
Loan Group 1. However, on and after any distribution date on which the
certificate principal balances of the Class A-J and Class B through Class P
Certificates have been reduced to zero, distributions of principal
collected or advanced in respect of the pool of mortgage loans will be
distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class A-5 and Class A-1A Certificates, pro rata, provided that amounts
distributed to the Class A-5 Certificates will be applied first to the
Class A-5A Certificates and then to the Class A-5B Certificates as
described in the prospectus supplement.
(5) The interest accrual amount on each of the Class X-C and Class X-P
Certificates will be calculated by reference to a notional amount equal to
the aggregate of the Class principal balances of all or some of the Classes
of certificates, as applicable. The pass-through rates on the Class X-C and
Class X-P Certificates in the aggregate will be based on the weighted
average of the interest strip rates of the components of the Class X-C and
Class X-P Certificates, which will be based on the net mortgage rates
applicable to the mortgage loans as of the preceding distribution date
minus the pass-through rates of such components. The Class X-C and Class
X-P Certificates were structured assuming that the Lakewood Center B Loan,
General Motors Building B Loan and Loews Universal Hotel Portfolio B
(collectively representing 17.15% of the aggregate principal balance of the
pool of mortgage loans as of the cut-off date) absorb any loss prior to the
related Mortgage Loan. For more information regarding these Mortgage Loans
(as well as information regarding other Mortgaged Properties that secure
subordinate notes that are held outside of the trust), see "Description of
the Mortgage Trust Pool_Split Loan Structures in the prospectus supplement.
(6) Certificates to be offered privately pursuant to Rule 144A and Regulation
S.
(7) Represents the approximate subordination level for the Class A-1, A-2, A-3,
A-4, A-AB, A-5A, A-5B and A-1A Certificates in the aggregate. Additionally,
the subordination level for the Class A-5A Certificates reflects the credit
support provided by the Class A-5B Certificates.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-3
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
I. ISSUE CHARACTERISTICS
ISSUE TYPE: Public: Classes A-1, A-2, A-3, A-4, A-AB,
A-5A, A-5B, A-1A, X-P, A-J, B, C and D (the
"Offered Certificates"). Private (Rule
144A, Regulation S), Classes X-C, E, F, G,
H, J, K, L, M, N, O and P.
SECURITIES OFFERED: $2,102,782,000 monthly pay, multi-class,
sequential pay commercial mortgage REMIC
Pass-Through Certificates, consisting of 12
fixed-rate principal and interest classes
(A-1, A-2, A-3, A-4, A-AB, A-5A, A-5B,
A-1A, A-J, B, C and D) and 1 interest only
class, the Class X-P.
MORTGAGE POOL: The Mortgage Pool consists of 138 Mortgage
Loans with an aggregate balance as of the
Cut-Off Date of $2,285,634,268. The
Mortgage Loans are secured by 190
properties located throughout 31 states and
the District of Columbia.
SELLERS: German American Capital Corporation (GACC),
GMAC Commercial Mortgage Corporation
(GMACCM) and PNC Bank, National Association
(PNC)
BOOKRUNNER: Deutsche Bank Securities Inc.
LEAD MANAGER: Deutsche Bank Securities Inc.
CO-MANAGERS: GMAC Commercial Holding Capital Markets
Corp., PNC Capital Markets, Inc., Credit
Suisse First Boston LLC, J.P. Morgan
Securities Inc., and Wachovia Securities,
LLC.
SERVICER: Midland Loan Services, Inc., a Delaware
corporation, with respect to all of the
mortgage loans other than the Loews
Universal Hotel Portfolio Loan and the
mortgage loans sold to Deutsche Mortgage &
Asset Receiving Corporation (the
"Depositor") by GMAC Commercial Mortgage
Corporation, one of the mortgage loan
sellers and GMAC Commercial Mortgage
Corporation, a California corporation, with
respect to the Loews Universal Hotel
Portfolio Loan and the mortgage loans sold
to the Depositor by GMAC Commercial
Mortgage Corporation. The Loews Universal
Hotel Portfolio loan and the General Motors
Building loan (together, the "Non-Serviced
Mortgage Loans") will be serviced pursuant
to the terms of separate pooling and
servicing agreements.
SPECIAL SERVICER: GMAC Commercial Mortgage Corporation, a
California corporation, with respect to all
of the mortgage loans, other than the
Non-Serviced Mortgage Loans.
TRUSTEE: Wells Fargo Bank, N.A.
CUT-OFF DATE: With respect to each mortgage loan, the
later of August 1, 2005 and the date of
origination of such mortgage loan.
EXPECTED CLOSING DATE: On or about August 19, 2005.
DISTRIBUTION DATES: The 10th day of each month or, if such 10th
day is not a business day, the business day
immediately following such 10th day,
beginning in September, 2005.
MINIMUM DENOMINATIONS: (i) $10,000 with respect to the Class A-1,
Class A-2, Class A-3, Class A-4, Class
A-AB, Class A-5A, Class A-5B, Class A-1A
and Class A-J Certificates, (ii) $25,000
with respect to the Class B, Class C and
Class D Certificates and (iii) $1,000,000
with respect to the Class X-P Certificates,
and in each case in multiples of $1
thereafter.
SETTLEMENT TERMS: DTC, Euroclear and Clearstream, same day
funds, with accrued interest.
ERISA/SMMEA STATUS: Classes A-1, A-2, A-3, A-4, A-AB, A-5A,
A-5B, A-1A, X-P, A-J, B, C and D are
expected to be ERISA eligible. No Class of
Certificates is SMMEA eligible.
RATING AGENCIES: The Offered Certificates will be rated by
Standard & Poor's Rating Services, a
division of the McGraw-Hill Companies Inc.
("S&P") and Moody's Investors Service, Inc.
("Moody's").
RISK FACTORS: THE CERTIFICATES INVOLVE CERTAIN RISKS AND
MAY NOT BE SUITABLE FOR ALL INVESTORS. SEE
THE "RISK FACTORS" SECTION OF THE
PROSPECTUS SUPPLEMENT AND THE "RISK
FACTORS" SECTION OF THE PROSPECTUS.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-4
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
II. STRUCTURE CHARACTERISTICS
On each Distribution Date, holders of each Class of the Offered Certificates
will be entitled to receive interest and principal distributions from available
funds in an amount equal to that Class' interest and principal entitlement,
subject to:
(i) payment of the respective interest entitlement for any class of
certificates bearing an earlier alphanumeric designation (except in
respect of the distribution of interest among the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB, Class A-5A, Class A-5B, Class A-1A,
Class X-C and Class X-P Certificates, which will have the same senior
priority, and except that distributions to the Class A-J Certificates
are paid after distributions to the foregoing classes and except that
distribution on the Class A-5A Certificates will be made prior to
distributions on the Class A-5B Certificates), and
(ii) if applicable, payment of the respective principal entitlement for such
distribution date to outstanding classes of certificates having an
earlier alphanumeric designation; provided, however, that the Class
A-AB Certificates have certain priority with respect to reducing the
principal balance of those certificates to their planned principal
balance, provided further that the Class A-J Certificates receive
distributions only after distributions are made to the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-AB, Class A-5A, Class A-5B and Class
A-1A Certificates and provided further that distribution on the Class
A-5A Certificates will be made prior to distributions on the Class A-5B
Certificates).
For purposes of making distributions to the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-AB, Class A-5A, Class A-5B and Class A-1A Certificates, the
pool of mortgage loans will be deemed to consist of two distinct Loan Groups,
Loan Group 1 and Loan Group 2. Loan Group 1 will consist of 103 mortgage loans,
representing approximately 77.55% of the outstanding pool balance. Loan Group 2
will consist of 35 mortgage loans, representing approximately 22.45% of the
outstanding pool balance. Loan Group 2 will include approximately 88.04% of all
the mortgage loans secured by multifamily properties and approximately 39.81% of
all the mortgage loans secured by manufactured housing community properties.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5A and Class
A-5B Certificates will have priority to payments received in respect of mortgage
loans included in Loan Group 1. The Class A-1A Certificates will have priority
to payments received in respect of mortgage loans included in Loan Group 2.
THE FOREGOING TERMS AND STRUCTURAL CHARACTERISTICS OF THE CERTIFICATES ARE IN
ALL RESPECTS SUBJECT TO THE MORE DETAILED DESCRIPTION THEREOF IN THE PROSPECTUS,
PROSPECTUS SUPPLEMENT AND POOLING AND SERVICING AGREEMENT.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-5
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
III. FULL COLLATERAL CHARACTERISTICS
CUT-OFF DATE BALANCE ($)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) POOL
- -------------------------------------------------------------------------------
1,297,373-1,999,999 10 17,839,603 0.78
2,000,000-2,999,999 11 26,069,044 1.14
3,000,000-3,999,999 19 64,884,142 2.84
4,000,000-5,999,999 14 70,053,518 3.06
6,000,000-6,999,999 14 90,695,721 3.97
7,000,000-9,999,999 18 147,105,509 6.44
10,000,000-14,999,999 18 227,287,321 9.94
15,000,000-29,999,999 17 353,048,913 15.45
30,000,000-49,999,999 7 290,905,597 12.73
50,000,000-69,999,999 4 223,000,000 9.76
70,000,000-218,000,000 6 774,744,899 33.90
- -------------------------------------------------------------------------------
TOTAL: 138 2,285,634,268 100.00
- -------------------------------------------------------------------------------
Min: $1,297,373 Max: $218,000,000 Average: $16,562,567
- -------------------------------------------------------------------------------
GEOGRAPHIC DISTRIBUTION
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
PROPERTIES BALANCE ($) POOL
- -------------------------------------------------------------------------------
California 21 660,945,638 28.92
Southern 18 503,752,622 22.04
Northern 31 57,193,016 6.88
New York 21 390,458,413 17.08
Florida 26 234,255,773 10.25
Texas 28 216,304,311 9.46
Virginia 4 85,700,000 3.75
North Carolina 18 72,144,990 3.16
Alabama 8 69,119,090 3.02
Maryland 5 62,794,122 2.75
Nevada 2 61,100,000 2.67
Pennsylvania 5 60,945,694 2.67
Arizona 7 54,580,767 2.39
Michigan 7 39,069,626 1.71
Georgia 4 33,879,603 1.48
Other States(a) 34 244,336,242 10.69
- -------------------------------------------------------------------------------
TOTAL: 190 2,285,634,268 100.00
- -------------------------------------------------------------------------------
(a) Includes 18 states and the District of Columbia.
PROPERTY TYPE
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
PROPERTIES BALANCE ($) POOL
- -------------------------------------------------------------------------------
Multifamily 50 599,657,894 26.24
Multifamily 45 568,810,521 24.89
Manufactured Housing 5 30,847,373 1.35
Office 29 582,494,829 25.49
Retail 44 549,214,628 24.03
Anchored 20 455,172,190 19.91
Unanchored 10 60,410,023 2.64
Single Tenant 14 33,632,415 1.47
Hotel 18 209,470,092 9.16
Self Storage 39 148,028,560 6.48
Mixed Use 6 166,553,988 7.29
Industrial 4 30,214,276 1.32
- -------------------------------------------------------------------------------
TOTAL: 190 2,285,634,268 100.00
- -------------------------------------------------------------------------------
MORTGAGE RATE (%)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) POOL
- -------------------------------------------------------------------------------
4.725%-4.999% 2 150,000,000 6.56
5.000%-5.249% 31 760,108,009 33.26
5.250%-5.449% 48 571,081,210 24.99
5.450%-5.749% 40 504,829,660 22.09
5.750%-6.000% 17 299,615,389 13.11
- -------------------------------------------------------------------------------
TOTAL: 138 2,285,634,268 100.00
- -------------------------------------------------------------------------------
Min: 4.725% Max: 6.000% Wtd. Avg: 5.350%
- -------------------------------------------------------------------------------
ORIGINAL TERM TO STATED MATURITY (MOS)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) POOL
- -------------------------------------------------------------------------------
60-80 13 355,150,537 15.54
81-100 5 64,292,845 2.81
101-120 112 1,776,301,756 77.72
121-300 8 89,889,130 3.93
- -------------------------------------------------------------------------------
TOTAL: 138 2,285,634,268 100.00
- -------------------------------------------------------------------------------
Min: 60 Max: 300 Wtd. Avg: 112
- -------------------------------------------------------------------------------
REMAINING TERM TO STATED MATURITY (MOS)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) POOL
- -------------------------------------------------------------------------------
54-84 18 419,443,382 18.35
85-119 83 1,312,341,452 57.42
120-299 37 553,849,434 24.23
- -------------------------------------------------------------------------------
TOTAL: 138 2,285,634,268 100.00
- -------------------------------------------------------------------------------
Min: 54 Max: 299 Wtd. Avg: 110
- -------------------------------------------------------------------------------
CUT-OFF DATE LOAN-TO-VALUE RATIO (%)(a)(b)(c)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) POOL
- -------------------------------------------------------------------------------
21.51%-50.00% 8 139,529,101 6.10
50.01%-60.00% 6 351,479,351 15.38
60.01%-70.00% 22 641,936,766 28.09
70.01%-75.00% 51 398,580,234 17.44
75.01%-80.00% 50 737,238,816 32.26
80.01%-80.33% 1 16,870,000 0.74
- -------------------------------------------------------------------------------
TOTAL: 138 2,285,634,268 100.00
- -------------------------------------------------------------------------------
Min: 21.51% Max: 80.33% Wtd. Avg: 68.08%
- -------------------------------------------------------------------------------
(a) Calculated on loan balances after netting out a holdback amount for 4
mortgage loans, collectively representing 5.47% of the outstanding pool
balance as of the cut-off date.
(b) In the case of two mortgage loans, together representing 7.61% of the
outstanding pool balance as of the cut-off date, with one or more companion
loans that are not included in the Trust, calculated only with respect to
the mortgage loans that are included in the Trust and the companion loans
that are not included in the Trust but are PARI PASSU in right of payment
with the mortgage loans included in the Trust, but excluding the related
subordinate companion loan.
(c) In addition, in the case of five mortgage loans, collectively representing
11.11% of the outstanding pool balance as of the cut-off date, each with
one subordinate companion loan that is not included in the trust, unless
otherwise indicated, DSCR and LTV ratio have been calculated based on the
mortgage loan included in the trust, but excluding the subordinate
companion loan.
LOAN-TO-VALUE RATIO AT MATURITY (%)(a)(b)(c)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) POOL
- -------------------------------------------------------------------------------
0.00%-30.00% 6 26,701,172 1.17
30.01%-40.00% 1 3,000,000 0.13
40.01%-50.00% 10 193,470,444 8.46
50.01%-60.00% 37 743,690,640 32.54
60.01%-70.00% 64 888,102,012 38.86
70.01%-75.00% 16 257,470,000 11.26
75.01%-80.00% 4 173,200,000 7.58
- -------------------------------------------------------------------------------
TOTAL: 138 2,285,634,268 100.00
- -------------------------------------------------------------------------------
Min: 0.00% Max: 80.00% Wtd Avg: 61.82%
- -------------------------------------------------------------------------------
(a) Calculated on loan balances after netting out a holdback amount for 4
mortgage loans, collectively representing 5.47% of the outstanding pool
balance as of the cut-off date.
(b) In the case of two mortgage loans, together representing 7.61% of the
outstanding pool balance as of the cut-off date, with one or more companion
loans that are not included in the Trust, calculated only with respect to
the mortgage loans that are included in the Trust and the companion loans
that are not included in the Trust but are PARI PASSU in right of payment
with the mortgage loans included in the Trust, but excluding the related
subordinate companion loan.
(c) In addition, in the case of five mortgage loans, collectively representing
11.11% of the outstanding pool balance as of the cut-off date, each with
one subordinate companion loan that is not included in the trust, unless
otherwise indicated, DSCR and LTV ratio have been calculated based on the
mortgage loan included in the trust, but excluding the subordinate
companion loan.
DEBT SERVICE COVERAGE RATIOS (x)(a)(b)(c)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) POOL
- -------------------------------------------------------------------------------
1.20-1.29 40 548,695,402 24.01
1.30-1.39 27 382,696,852 16.74
1.40-1.49 22 430,438,699 18.83
1.50-1.59 23 211,918,724 9.27
1.60-1.74 14 266,808,011 11.67
1.75-1.99 5 35,896,579 1.57
2.00-2.49 5 340,180,000 14.88
2.50-3.61 2 69,000,000 3.02
- -------------------------------------------------------------------------------
TOTAL: 138 2,285,634,268 100.00
- -------------------------------------------------------------------------------
Min: 1.20x Max: 3.61x Wtd Avg: 1.60x
- -------------------------------------------------------------------------------
(a) Calculated on loan balances after netting out a holdback amount for 4
mortgage loans, collectively representing 5.47% of the outstanding pool
balance as of the cut-off date.
(b) In the case of two mortgage loans, together representing 7.61% of the
outstanding pool balance as of the cut-off date, with one or more companion
loans that are not included in the Trust, calculated only with respect to
the mortgage loans that are included in the Trust and the companion loans
that are not included in the Trust but are PARI PASSU in right of payment
with the mortgage loans included in the Trust, but excluding the related
subordinate companion loan.
(c) In addition, in the case of five mortgage loans, collectively representing
11.11% of the outstanding pool balance as of the cut-off date, each with
one subordinate companion loan that is not included in the trust, unless
otherwise indicated, DSCR and LTV ratio have been calculated based on the
mortgage loan included in the trust, but excluding the subordinate
companion loan.
LOANS WITH RESERVE REQUIREMENTS(a)(b)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) POOL
- -------------------------------------------------------------------------------
Taxes 118 1,936,164,139 84.71
Replacement 108 1,798,691,466 78.70
Insurance 125 1,752,077,502 76.66
TILC(b) 50 945,872,238 71.20
- -------------------------------------------------------------------------------
(a) Includes upfront or on-going reserves.
(b) Based only on portion of pool secured by retail, office, industrial and
mixed use properties. $2,102,782,000 (APPROXIMATE)
All numerical information concerning the mortgage loans is approximate. All
weighted average information regarding the mortgage loans reflects the weighting
of the loans based on their outstanding principal balances as of the Cut-off
Date. State and Property Type tables reflect allocated loan amounts in the case
of mortgage loans secured by multiple properties. Sum of Columns may not match
"Total" due to rounding.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-6
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
IV. LOAN GROUP 1
CUT-OFF DATE BALANCE ($)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 1
- -------------------------------------------------------------------------------
1,297,373-1,999,999 9 16,265,939 0.92
2,000,000-2,999,999 10 23,476,667 1.32
3,000,000-3,999,999 11 36,852,822 2.08
4,000,000-5,999,999 11 54,969,843 3.10
6,000,000-6,999,999 12 77,951,979 4.40
7,000,000-9,999,999 13 104,717,448 5.91
10,000,000-14,999,999 13 165,065,004 9.31
15,000,000-29,999,999 11 229,948,913 12.97
30,000,000-49,999,999 5 200,600,000 11.32
50,000,000-69,999,999 3 173,000,000 9.76
70,000,000-218,000,000 5 689,744,899 38.91
- -------------------------------------------------------------------------------
TOTAL: 103 1,772,593,514 100.00
- -------------------------------------------------------------------------------
Min: $1,297,373 Max: $218,000,000 Average: $17,209,646
- -------------------------------------------------------------------------------
GEOGRAPHIC DISTRIBUTION
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
PROPERTIES BALANCE ($) GROUP 1
- -------------------------------------------------------------------------------
California 17 644,625,638 36.37
Southern 15 490,432,622 27.67
Northern 2 154,193,016 8.70
New York 12 254,909,074 14.38
Florida 23 180,755,773 10.20
Texas 22 158,339,266 8.93
North Carolina 18 72,144,990 4.07
Nevada 2 61,100,000 3.45
Arizona 6 50,980,767 2.88
Maryland 3 42,014,122 2.37
Pennsylvania 3 39,005,634 2.20
Virginia 3 35,700,000 2.01
Washington 1 25,961,984 1.46
Kentucky 2 23,807,000 1.34
Michigan 6 22,569,626 1.27
Other States(a) 31 160,679,642 9.06
- -------------------------------------------------------------------------------
TOTAL: 149 1,772,593,514 100.00
- -------------------------------------------------------------------------------
(a) Includes 14 states and the District of Columbia.
PROPERTY TYPE
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
PROPERTIES BALANCE ($) GROUP 1
- -------------------------------------------------------------------------------
Office 29 582,494,829 32.86
Retail 44 549,214,628 30.98
Anchored 20 455,172,190 25.68
Unanchored 10 60,410,023 3.41
Single Tenant 14 33,632,415 1.90
Hotel 18 209,470,092 11.82
Mixed Use 6 166,553,988 9.40
Self Storage 39 148,028,560 8.35
Multifamily 9 86,617,141 4.89
Manufactured Housing 6 68,049,768 3.84
Multifamily 3 18,567,373 1.05
Industrial 4 30,214,276 1.70
- -------------------------------------------------------------------------------
TOTAL: 149 1,772,593,514 100.00
- -------------------------------------------------------------------------------
MORTGAGE RATE (%)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 1
- -------------------------------------------------------------------------------
4.725%-4.999% 1 65,000,000 3.67
5.000%-5.249% 20 631,904,346 35.65
5.250%-5.449% 35 356,763,407 20.13
5.450%-5.749% 31 435,310,372 24.56
5.750%-6.000% 16 283,615,389 16.00
- -------------------------------------------------------------------------------
TOTAL: 103 1,772,593,514 100.00
- -------------------------------------------------------------------------------
Min: 4.725% Max: 6.000% Wtd. Avg: 5.377%
- -------------------------------------------------------------------------------
ORIGINAL TERM TO STATED MATURITY (MOS)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 1
- -------------------------------------------------------------------------------
60-80 8 182,101,198 10.27
81-100 4 60,392,845 3.41
101-120 83 1,440,210,341 81.25
121-300 8 89,889,130 5.07
- -------------------------------------------------------------------------------
TOTAL: 103 1,772,593,514 100.00
- -------------------------------------------------------------------------------
Min: 60 Max: 300 Wtd. Avg: 115
- -------------------------------------------------------------------------------
REMAINING TERM TO STATED MATURITY (MOS)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 1
- -------------------------------------------------------------------------------
54-84 12 242,494,043 13.68
85-119 58 1,082,670,037 61.08
120-299 33 447,429,434 25.24
- -------------------------------------------------------------------------------
TOTAL: 103 1,772,593,514 100.00
- -------------------------------------------------------------------------------
Min: 54 Max: 299 Wtd. Avg: 114
- -------------------------------------------------------------------------------
CUT-OFF DATE LOAN-TO-VALUE RATIO (%)(a)(b)(c)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 1
- -------------------------------------------------------------------------------
32.16%-50.00% 4 123,209,101 6.95
50.01%-60.00% 6 351,479,351 19.83
60.01%-70.00% 20 626,443,024 35.34
70.01%-75.00% 42 269,995,876 15.23
75.01%-80.00% 30 384,596,163 21.70
80.01%-80.33% 1 16,870,000 0.95
- -------------------------------------------------------------------------------
TOTAL: 103 1,772,593,514 100.00
- -------------------------------------------------------------------------------
Min: 32.16% Max: 80.33%Wtd. Avg: 66.13%
- -------------------------------------------------------------------------------
(a) Calculated on loan balances after netting out a holdback amount for 3
mortgage loans, collectively representing 6.27% of the initial loan group 1
balance as of the cut-off date.
(b) In the case of two mortgage loans, together representing 9.82% of the
initial loan group 1 balance as of the cut-off date, each with one or more
companion loans that are not included in the Trust, calculated only with
respect to the mortgage loans that are included in the Trust and the
companion loans that are not included in the Trust but are PARI PASSU in
right of payment with the mortgage loans included in the Trust, but
excluding the related subordinate companion loan.
(c) In addition, in the case of five mortgage loans, collectively representing
14.33% of the initial loan group 1 balance as of the cut-off date, each
with one subordinate companion loan that is not included in the trust,
unless otherwise indicated, DSCR and LTV ratio have been calculated based
on the mortgage loan included in the trust, but excluding the subordinate
companion loan.
LOAN-TO-VALUE RATIO AT MATURITY (%)(a)(b)(c)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 1
- -------------------------------------------------------------------------------
0.00%-40.00% 4 17,201,172 0.97
40.01%-50.00% 9 189,650,444 10.70
50.01%-60.00% 36 740,138,832 41.75
60.01%-70.00% 45 645,333,066 36.41
70.01%-75.08% 9 180,270,000 10.17
- -------------------------------------------------------------------------------
TOTAL: 103 1,772,593,514 100.00
- -------------------------------------------------------------------------------
Min: 0.00% Max: 75.08% Wtd Avg: 59.50%
- -------------------------------------------------------------------------------
(a) Calculated on loan balances after netting out a holdback amount for 3
mortgage loans, collectively representing 6.27% of the initial loan group 1
balance as of the cut-off date.
(b) In the case of two mortgage loans, together representing 9.82% of the
initial loan group 1 balance as of the cut-off date, each with one or more
companion loans that are not included in the Trust, calculated only with
respect to the mortgage loans that are included in the Trust and the
companion loans that are not included in the Trust but are PARI PASSU in
right of payment with the mortgage loans included in the Trust, but
excluding the related subordinate companion loan.
(c) In addition, in the case of five mortgage loans, collectively representing
14.33% of the initial loan group 1 balance as of the cut-off date, each
with one subordinate companion loan that is not included in the trust,
unless otherwise indicated, DSCR and LTV ratio have been calculated based
on the mortgage loan included in the trust, but excluding the subordinate
companion loan.
DEBT SERVICE COVERAGE RATIOS (x)(a)(b)(c)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 1
- -------------------------------------------------------------------------------
1.20-1.29 26 363,595,268 20.51
1.30-1.39 19 320,126,232 18.06
1.40-1.49 19 283,738,699 16.01
1.50-1.59 18 118,598,724 6.69
1.60-1.74 13 263,208,011 14.85
1.75-1.99 4 26,646,579 1.50
2.00-2.49 3 331,680,000 18.71
2.50-3.61 1 65,000,000 3.67
- -------------------------------------------------------------------------------
TOTAL: 103 1,772,593,514 100.00
- -------------------------------------------------------------------------------
Min: 1.20x Max: 3.61x Wtd Avg: 1.65x
- -------------------------------------------------------------------------------
(a) Calculated on loan balances after netting out a holdback amount for 3
mortgage loans, collectively representing 6.27% of the initial loan group 1
balance as of the cut-off date.
(b) In the case of two mortgage loans, together representing 9.82% of the
initial loan group 1 balance as of the cut-off date, each with one or more
companion loans that are not included in the Trust, calculated only with
respect to the mortgage loans that are included in the Trust and the
companion loans that are not included in the Trust but are PARI PASSU in
right of payment with the mortgage loans included in the Trust, but
excluding the related subordinate companion loan.
(c) In addition, in the case of five mortgage loans, collectively representing
14.33% of the initial loan group 1 balance as of the cut-off date, each
with one subordinate companion loan that is not included in the trust,
unless otherwise indicated, DSCR and LTV ratio have been calculated based
on the mortgage loan included in the trust, but excluding the subordinate
companion loan.
LOANS WITH RESERVE REQUIREMENTS(a)(b)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 1
- -------------------------------------------------------------------------------
Taxes 83 1,423,123,385 80.28
Replacement 79 1,351,570,713 76.25
Insurance 90 1,239,036,748 69.90
TILC(b) 50 945,872,238 71.20
- -------------------------------------------------------------------------------
(a) Includes upfront or on-going reserves.
(b) Based only on portion of pool secured by retail, office, industrial and
mixed use properties.
All numerical information concerning the mortgage loans is approximate. All
weighted average information regarding the mortgage loans reflects the weighting
of the loans based on their outstanding principal balances as of the Cut-off
Date. State and Property Type tables reflect allocated loan amounts in the case
of mortgage loans secured by multiple properties. Sum of Columns may not match
"Total" due to rounding.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-7
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
V. LOAN GROUP 2
CUT-OFF DATE BALANCE ($)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 2
- -------------------------------------------------------------------------------
1,573,664-1,999,999 1 1,573,664 0.31
2,000,000-2,999,999 1 2,592,377 0.51
3,000,000-3,999,999 8 28,031,320 5.46
4,000,000-6,999,999 5 27,827,417 5.42
7,000,000-9,999,999 5 42,388,061 8.26
10,000,000-14,999,999 5 62,222,318 12.13
15,000,000-29,999,999 6 123,100,000 23.99
30,000,000-85,000,000 4 225,305,597 43.92
- -------------------------------------------------------------------------------
TOTAL: 35 513,040,753 100.00
- -------------------------------------------------------------------------------
Min: $1,573,664 Max: $85,000,000 Average: $14,658,307
- -------------------------------------------------------------------------------
GEOGRAPHIC DISTRIBUTION
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
PROPERTIES BALANCE ($) GROUP 2
- -------------------------------------------------------------------------------
New York 9 135,549,339 26.42
Texas 6 57,965,045 11.30
Alabama 4 54,793,664 10.68
Florida 3 53,500,000 10.43
Virginia 1 50,000,000 9.75
Oregon 1 22,800,000 4.44
Pennsylvania 2 21,940,061 4.28
Maryland 2 20,780,000 4.05
Michigan 1 16,500,000 3.22
California 4 16,320,000 3.18
Georgia 1 16,300,000 3.18
Oklahoma 2 14,558,971 2.84
Connecticut 1 9,250,000 1.80
Other States(a) 4 22,783,675 4.44
- -------------------------------------------------------------------------------
TOTAL: 41 513,040,753 100.00
- -------------------------------------------------------------------------------
(a) Includes 4 states.
PROPERTY TYPE
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
PROPERTIES BALANCE ($) GROUP 2
- -------------------------------------------------------------------------------
Multifamily 39 500,760,753 97.61
Manufactured Housing 2 12,280,000 2.39
- -------------------------------------------------------------------------------
TOTAL: 41 513,040,753 100.00
- -------------------------------------------------------------------------------
MORTGAGE RATE (%)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 2
- -------------------------------------------------------------------------------
4.995%-4.999% 1 85,000,000 16.57
5.000%-5.249% 11 128,203,664 24.99
5.250%-5.449% 13 214,317,803 41.77
5.450%-5.749% 9 69,519,287 13.55
5.750%-5.800% 1 16,000,000 3.12
- -------------------------------------------------------------------------------
TOTAL: 35 513,040,753 100.00
- -------------------------------------------------------------------------------
Min: 4.995% Max: 5.800% Wtd. Avg: 5.259%
- -------------------------------------------------------------------------------
ORIGINAL TERM TO STATED MATURITY (MOS)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 2
- -------------------------------------------------------------------------------
60-80 5 173,049,339 33.73
81-100 1 3,900,000 0.76
101-120 29 336,091,414 65.51
- -------------------------------------------------------------------------------
TOTAL: 35 513,040,753 100.00
- -------------------------------------------------------------------------------
Min: 60 Max: 120 Wtd. Avg: 99
- -------------------------------------------------------------------------------
REMAINING TERM TO STATED MATURITY (MOS)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 2
- -------------------------------------------------------------------------------
58-84 6 176,949,339 34.49
85-119 25 229,671,414 44.77
120-120 4 106,420,000 20.74
- -------------------------------------------------------------------------------
TOTAL: 35 513,040,753 100.00
- -------------------------------------------------------------------------------
Min: 58 Max: 120 Wtd. Avg: 98
- -------------------------------------------------------------------------------
CUT-OFF DATE LOAN-TO-VALUE RATIO (%)(a)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 2
- -------------------------------------------------------------------------------
21.51%-60.00% 4 16,320,000 3.18
60.01%-70.00% 2 15,493,742 3.02
70.01%-75.00% 9 128,584,358 25.06
75.01%-77.50% 6 184,558,971 35.97
77.51%-80.00% 14 168,083,682 32.76
- -------------------------------------------------------------------------------
TOTAL: 35 513,040,753 100.00
- -------------------------------------------------------------------------------
Min: 21.51% Max: 80.00% Wtd. Avg: 74.82%
- -------------------------------------------------------------------------------
(a) Calculated on loan balances after netting out a holdback amount for 1
mortgage loan, representing 2.72% of the initial loan group 2 balance as of
the cut-off date.
LOAN-TO-VALUE RATIO AT MATURITY (%)(a)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 2
- -------------------------------------------------------------------------------
18.75%-40.00% 3 12,500,000 2.44
40.01%-50.00% 1 3,820,000 0.74
50.01%-60.00% 1 3,551,808 0.69
60.01%-70.00% 19 242,768,946 47.32
70.01%-75.00% 8 95,900,000 18.69
75.01%-80.00% 3 154,500,000 30.11
- -------------------------------------------------------------------------------
TOTAL: 35 513,040,753 100.00
- -------------------------------------------------------------------------------
Min: 18.75% Max: 80.00% Wtd Avg: 69.81%
- -------------------------------------------------------------------------------
(a) Calculated on loan balances after netting out a holdback amount for 1
mortgage loan, representing 2.72% of the initial loan group 2 balance as of
the cut-off date.
DEBT SERVICE COVERAGE RATIOS (x)(a)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 2
- -------------------------------------------------------------------------------
1.20-1.24 6 95,427,417 18.60
1.25-1.34 12 112,939,181 22.01
1.35-1.49 7 186,004,155 36.26
1.50-1.74 6 96,920,000 18.89
1.75-1.99 1 9,250,000 1.80
2.00-3.40 3 12,500,000 2.44
- -------------------------------------------------------------------------------
TOTAL: 35 513,040,753 1 00.00
- -------------------------------------------------------------------------------
Min: 1.20x Max: 3.40x Wtd Avg: 1.41x
- -------------------------------------------------------------------------------
(a) Calculated on loan balances after netting out a holdback amount for 1
mortgage loan, representing 2.72% of the initial loan group 2 balance as of
the cut-off date.
LOANS WITH RESERVE REQUIREMENTS(a)
- -------------------------------------------------------------------------------
NO. OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
LOANS BALANCE ($) GROUP 2
- -------------------------------------------------------------------------------
Taxes 35 513,040,753 100.00
Replacement 29 447,120,753 87.15
insurance 35 513,040,753 100.00
- -------------------------------------------------------------------------------
(a) Includes upfront or on-going reserves.
All numerical information concerning the mortgage loans is approximate. All
weighted average information regarding the mortgage loans reflects the weighting
of the loans based on their outstanding principal balances as of the Cut-off
Date. State and Property Type tables reflect allocated loan amounts in the case
of mortgage loans secured by multiple properties. Sum of Columns may not match
"Total" due to rounding.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-8
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
VI. LARGE LOAN DESCRIPTION
TEN LARGEST LOANS OR CROSSED LOAN GROUP
PROPERTY CUT-OFF DATE UNITS/
NO. PROPERTY NAME CITY STATE TYPE BALANCE % OF POOL SF/ROOMS
- ---------------------------------------------------------------------------------------------------------------------------
1. Lakewood Center Lakewood CA Retail $218,000,000 9.54% 1,885,129
- ---------------------------------------------------------------------------------------------------------------------------
2. Kaiser Center Oakland CA Office 147,000,000 6.43% 913,428
- ---------------------------------------------------------------------------------------------------------------------------
3. Private Mini Storage Portfolio Various Various Self Storage 144,734,899 6.33% 22,863
- ---------------------------------------------------------------------------------------------------------------------------
4. General Motors Building New York NY Office 109,000,000 4.77% 1,905,103
- ---------------------------------------------------------------------------------------------------------------------------
5. Longacre House New York NY Multifamily 85,000,000 3.72% 293
- ---------------------------------------------------------------------------------------------------------------------------
6. One Colorado Shopping
Center Pasadena CA Mixed Use 71,010,000 3.11% 260,619
- ---------------------------------------------------------------------------------------------------------------------------
7. Loews Universal Hotel
Portfolio Orlando FL Hotel 65,000,000 2.84% 2,400
- ---------------------------------------------------------------------------------------------------------------------------
8. Tropicana Center Las Vegas NV Retail 56,000,000 2.45% 578,051
- ---------------------------------------------------------------------------------------------------------------------------
9. MacArthur Portfolio Various NY Various 52,000,000 2.28% 68,431
- ---------------------------------------------------------------------------------------------------------------------------
10. Communities at Southwood Richmond VA Multifamily 50,000,000 2.19% 1,286
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL/WA'S $997,744,899 43.65%
- ---------------------------------------------------------------------------------------------------------------------------
LOAN PER
UNIT/SF/ CUT-OFF BALLOON
NO. PROPERTY NAME ROOM DSCR(1) DATE LTV (1) LTV(1)
- -------------------------------------------------------------------------------------------
1. Lakewood Center 115.64 2.21x 52.32% 52.32%
- -------------------------------------------------------------------------------------------
2. Kaiser Center 160.93 1.61 70.00% 70.00%
- -------------------------------------------------------------------------------------------
3. Private Mini Storage Portfolio 6,330.53 1.42 64.21% 59.93%
- -------------------------------------------------------------------------------------------
4. General Motors Building 374.78 2.38 43.27% 43.27%
- -------------------------------------------------------------------------------------------
5. Longacre House 290,102.39 1.42 76.58% 76.58%
- -------------------------------------------------------------------------------------------
6. One Colorado Shopping
Center 272.47 1.33 64.55% 56.00%
- -------------------------------------------------------------------------------------------
7. Loews Universal Hotel
Portfolio 166,666.67 3.61 52.84% 52.84%
- -------------------------------------------------------------------------------------------
8. Tropicana Center 96.88 1.20 78.79% 69.08%
- -------------------------------------------------------------------------------------------
9. MacArthur Portfolio 759.89 1.23 59.23% 46.04%
- -------------------------------------------------------------------------------------------
10. Communities at Southwood 38,880.25 1.42 75.08% 68.27%
- -------------------------------------------------------------------------------------------
TOTAL/WA'S 1.84X 61.62% 58.82%
- -------------------------------------------------------------------------------------------
(1) For purposes of calculating Loan per Unit/SF/Room, DSCR, Cut-off Date LTV
and Balloon LTV, the loan amount used for the Lakewood Center loan, the
General Motors Building loan and the Loews Universal Hotel Portfolio loan
is the principal balance of the Mortgage Loan included in the trust and, in
the case of the General Motors Building loan and the Loews Universal Hotel
Portfolio loan, the principal balance of their respective companion loans
that are pari passu in right of payment to the subject Mortgage Loans that
are not included in the Trust but excluding, in the case of all three
loans, the related B Loan.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-9
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
VII. COLLATERAL DESCRIPTION
PARI PASSU AND COMPANION LOANS(A)
A-NOTE BALANCES
CONTROL AS OF THE
NUMBER PROPERTY NAME CUT-OFF DATE TRANSACTION SERVICER
- ---------------------------------------------------------------------------------------------------------------------------
1. Lakewood Center $218,000,000 COMM 2005-C6 Midland Loan Services, Inc.
- ---------------------------------------------------------------------------------------------------------------------------
4. General Motors Building $260,000,000 COMM 2005-LP5
$82,500,000 GE 2005-C2
$82,500,000 GE 2005-C2 Midland Loan Services, Inc.(b)
$180,000,000 GMAC 2005-C1
$109,000,000 COMM 2005-C6
- ---------------------------------------------------------------------------------------------------------------------------
7. Loews Universal Hotel $100,000,000 JPMCC 2005-CIBC12 GMAC Commercial Mortgage
Portfolio $65,000,000 COMM 2005-C6 Corporation(b)
$235,000,000 TBD
- ---------------------------------------------------------------------------------------------------------------------------
B-NOTE BALANCE
CONTROL AS OF THE
NUMBER PROPERTY NAME SPECIAL SERVICER CUT-OFF DATE
- -------------------------------------------------------------------------------------------
1. Lakewood Center GMAC Commercial $32,000,000
Mortgage Corporation
- -------------------------------------------------------------------------------------------
4. General Motors Building
LNR Partners, Inc. $86,000,000(c)
- --------------------------------------------------------------------------------------------
7. Loews Universal Hotel
Portfolio J.E. Robert Company, Inc. $50,000,000(d)
- -------------------------------------------------------------------------------------------
- --------------
(a) Does not include the following 4 mortgage loans each with a subordinate
companion loan: the Indian Trail Shopping Center loan, the Walker Springs
Community Shopping Center loan, the High Point Center loan and the
CVS-Eckerds-Kansas City loan.
(b) Being serviced pursuant to a separate pooling and servicing agreement.
(c) B-Note deposited into the COMM 2005-LP5 securitization and sold as
non-pooled certificates.
(d) B-Note will be deposited into the JPMCC 2005-CIBC12 securitization and sold
as non-pooled certificates.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-10
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET
LAKEWOOD CENTER
- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-11
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
COLLATERAL TERM SHEET
LAKEWOOD CENTER
[MAP OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-12
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $218,000,000
LAKEWOOD CENTER TMA DSCR: 2.21x
TMA LTV: 52.32%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
- --------------------------------------------------------------------------------
LOAN SELLER: GACC
LOAN PURPOSE: Refinance
SHADOW RATING
(S/M): BBB+ / Baa3
ORIGINAL TMA BALANCE: $218,000,000(1)
CUT-OFF TMA BALANCE: $218,000,000(1)
% BY INITIAL UPB: 9.54%
INTEREST RATE: 5.5127%(2)
PAYMENT DATE: 1st of each month
FIRST PAYMENT DATE: July 1, 2005
MATURITY DATE: June 1, 2015
AMORTIZATION: Interest Only
CALL PROTECTION: Lockout for 24 months from securitization date,
then defeasance is permitted. On and after March 1,
2015, prepayment permitted without penalty.
SPONSOR: The Macerich Company and The Ontario Teachers
Pension Plan
BORROWER: Macerich Lakewood, LLC
B-NOTE BALANCE: $32,000,000(1)
LOCKBOX: Hard
INITIAL RESERVES: None
MONTHLY RESERVES: None(3)
(1) The trust mortgage asset ("TMA") consists of a $152,000,000 A-1 Note and a
$66,000,000 A-2 Note (together, the "Senior Component"). The Senior
Component and the $32,000,000 B-Note (the "B-Note", and the Senior
Component, together, the "First Mortgage") comprise the total First
Mortgage loan balance of $250,000,000.
(2) Represents the average interest rate for the first 12 payment periods after
the cut-off date. The interest rate will vary throughout the loan term as
specified on Annex A-4 to the prospectus supplement.
(3) See "Reserves" herein.
- --------------------------------------------------------------------------------
FINANCIAL INFORMATION(1)
- --------------------------------------------------------------------------------
SENIOR FIRST
COMPONENT MORTGAGE
--------- --------
LOAN BALANCE: $218,000,000 $250,000,000
LOAN BALANCE / SQ. FT.: $115.64 $132.62
LTV: 52.32% 60.00%
BALLOON LTV: 52.32% 60.00%
DSCR: 2.21x 1.94x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO: Single Asset
PROPERTY TYPE: Super-Regional Mall
COLLATERAL: Fee Simple
LOCATION: Lakewood, CA
YEAR BUILT / RENOVATED: 1951 / 2001
COLLATERAL SQ. FT.: 1,885,129(4)
TOTAL MALL SQ. FT.: 2,089,867
PROPERTY MANAGEMENT: Macerich Management Company (a borrower affiliate)
OCCUPANCY (AS OF 4/30/05): 98.30%
UNDERWRITTEN NET CASH FLOW: $26,557,726
APPRAISED VALUE: $416,700,000
APPRAISAL DATE: April 18, 2005
- --------------------------------------------------------------------------------
(4) Includes all owned ground leased parcels.
- ------------------------------------------------------------------------------------------------------------------------------
ANCHOR & BIG BOX TENANTS
- ------------------------------------------------------------------------------------------------------------------------------
TENANTS SQ. FT. % GLA EXPIRATION DATE RATINGS (S/M) 2004 SALES SALES PSF
- ------------------------------------------------------------------------------------------------------------------------------
Robinsons-May 362,852 19.2% 6/30/10 BBB/Baa2 $47,324,666 $130
- ------------------------------------------------------------------------------------------------------------------------------
J.C. Penney 162,690 8.6 1/31/07 BB+/Ba1 29,879,381 184
- ------------------------------------------------------------------------------------------------------------------------------
Target (Ground Lease) 160,058 8.5 1/31/25 A+/A2 39,508,655 247
- ------------------------------------------------------------------------------------------------------------------------------
Home Depot, Inc. 133,029 7.1 1/31/11 AA/Aa3 57,033,017 429
- ------------------------------------------------------------------------------------------------------------------------------
Mervyn's (Ground Lease) 80,000 4.2 1/31/08 NR/NR 14,945,114 187
- ------------------------------------------------------------------------------------------------------------------------------
Albertson's 50,000 2.7 4/30/26 BBB-/Baa2 17,297,516 346
- ------------------------------------------------------------------------------------------------------------------------------
Best Buy 45,000 2.4 1/31/14 BBB/NR 36,666,663 815
- ------------------------------------------------------------------------------------------------------------------------------
Circuit City 34,818 1.8 1/31/15 NR/NR 20,664,208 593
- ------------------------------------------------------------------------------------------------------------------------------
Macy's (209,355 sq. ft.)(1) 0 0 2/18/50(2) BBB+/Baa1 26,661,016 -
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL: 1,028,447 54.6% $289,980,236
- ------------------------------------------------------------------------------------------------------------------------------
(1) Not part of the collateral for the loan.
(2) Expiration date of the operating covenant.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-13
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $218,000,000
LAKEWOOD CENTER TMA DSCR: 2.21x
TMA LTV: 52.32%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IN-LINE TENANT SUMMARY INFORMATION
- --------------------------------------------------------------------------------
TTE (3/04-3/05) SALES PSF (WA) OCC. COST AS % OF SALES (WA)
- --------------------------------------------------------------------------------
$382/sq. ft. 12.37%
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
MAJOR IN-LINE TENANTS
- ----------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL BASE RATINGS OCCUPANCY
TENANT SF MALL SF EXPIRATION RENT/SF SALES (S/M)(1) SALES/SF COST
- ----------------------------------------------------------------------------------------------------------------------------------
Jo-Ann Fabrics & Crafts 14,000 0.7% 08/31/07 $13.20 $1,854,492 B+/NR $132 10.0%
- ----------------------------------------------------------------------------------------------------------------------------------
DaVita, Inc. 14,000 0.7 12/31/14 17.71 - BB-/B2 - -
- ----------------------------------------------------------------------------------------------------------------------------------
World Foot Locker 13,050 0.7 01/31/10 25.00 6,164,405 BB+/Ba2 472 5.3
- ----------------------------------------------------------------------------------------------------------------------------------
The Hop 12,000 0.6 09/30/18 12.61 1,021,730 NR/NR 85(2) 14.8
- ----------------------------------------------------------------------------------------------------------------------------------
Babies A Lot/Toys A Lot 11,250 0.6 01/31/06 4.11 448,545 NR/NR 40(2) 10.3
- ----------------------------------------------------------------------------------------------------------------------------------
Black Angus 10,800 0.6 09/30/18 6.36 3,387,902 NR/NR 314 2.0
- ----------------------------------------------------------------------------------------------------------------------------------
HomeTown Buffet 10,600 0.6 01/31/17 10.14 4,068,216 NR 384 2.6
- ----------------------------------------------------------------------------------------------------------------------------------
Charlotte Russe 9,000 0.5 01/31/14 29.18 1,414,199 NR 157 18.6
- ----------------------------------------------------------------------------------------------------------------------------------
Elephant Bar Restaurant 9,000 0.5 07/31/23 13.89 4,421,018 NR 491 2.8
- ----------------------------------------------------------------------------------------------------------------------------------
Express 9,000 0.5 08/30/05(3) 26.00 1,120,402 BBB/Baa2 124 20.9
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WA: 112,700 6.0% $2,360,499 8.3%
- ----------------------------------------------------------------------------------------------------------------------------------
(1) Credit ratings are of the parent company, whether it guarantees the lease
or not.
(2) Partial year.
(3) Express is on a month to month lease.
THE LAKEWOOD CENTER LOAN
THE LOAN. The Lakewood Center loan is a 10-year interest only loan secured by a
first priority mortgage on the borrower's fee simple interest in 1,885,129 sq.
ft. of a 2,089,867 sq. ft. super-regional mall located in the Greater Los
Angeles suburb of Lakewood, Los Angeles County, California. Based on an
appraised value of $416,700,000, the borrower, whose controlling sponsor has
owned the property since the 1950s and expanded the property multiple times, has
implied equity of $166,700,000.
THE BORROWER. The borrower is a single-purpose, bankruptcy-remote entity with
two independent directors for which a non-consolidation opinion was obtained at
closing. The borrower is sponsored by THE MACERICH COMPANY ("Macerich") and
ONTARIO TEACHERS PENSION PLAN ("OTPP").
Macerich is a fully integrated self-managed and self-administered real estate
investment trust ("REIT"), that focuses on the acquisition, leasing, management
and redevelopment of regional malls and community centers throughout the United
States. Macerich is one of the largest owners/operators of regional malls in the
United States and the largest in the Western United States. The Macerich
portfolio consists of 76 million sq. ft. of gross leaseable area consisting
primarily of interests in 75 regional malls. In April 2005, Macerich acquired
Wilmorite and its portfolio of 11 regional malls and two community shopping
centers encompassing 13.4 million sq. ft. for approximately $2.333 billion,
making Macerich the third largest regional mall REIT in the United States. For
the past 29 years, Macerich has carved out a niche in the regional mall industry
by acquiring dominant regional malls and subsequently transforming those
properties through redevelopment, leasing, management and marketing into even
more dominant malls. Macerich malls are operated as an integral part of the
communities they serve, functioning as "Town Centers" within each market.
Lakewood Center serves as the "Main Street" of retail for Lakewood, California.
The Macerich portfolio of malls is one of the most productive in the country
with occupancy levels at 92.5% (year-end 2004) and tenant sales of $391/sq. ft.
for 2004. Macerich is a repeat sponsor of a Deutsche Bank borrower.
OTPP is an independent pension fund responsible for investing the fund's assets
and administering the pensions of Ontario's 158,000 elementary and secondary
school teachers and 97,000 retired teachers. As of December 31, 2004, OTPP had
net assets of $84.3 billion Canadian Dollars and a long-term rate of return of
11.3% per year since 1990. OTPP's real estate assets make up 13% of their net
assets, and are wholly managed by Cadillac Fairview, a wholly owned subsidiary
of OTPP. OTPP's co-sponsors, the Government of the
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-14
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $218,000,000
LAKEWOOD CENTER TMA DSCR: 2.21x
TMA LTV: 52.32%
- --------------------------------------------------------------------------------
Province of Ontario, Canada and Ontario Teachers' Federation (the "OTPP
Sponsors") are responsible for ensuring the pension plan is fully funded and for
setting plan benefit and contribution levels. OTPP Sponsors also appoint OTPP's
board of directors, with equal representation from the two sponsors. OTPP's 500
employees are responsible for setting and implementing investment strategies for
the plan's assets and for delivering immediate, personalized services to members
in keeping with the fund's vision.
THE PROPERTY The Lakewood Center property is a 2,089,867 sq. ft., single-level
enclosed super-regional mall along with periphery shops and free-standing
retailers, of which 1,885,129 sq. ft. is part of the collateral for the Lakewood
Center loan. The property is located at the northeast corner of Lakewood and Del
Amo Boulevards in Lakewood, Los Angeles County, California. Lakewood and Del Amo
Boulevard are two important feeder roads accessing nearby freeway arterials in
the area. Lakewood Center is comprised of approximately 1,395,715 sq. ft. of
enclosed mall, 586,200 sq. ft. of exterior gross leasable area ("GLA")
surrounding the mall, and 107,952 sq. ft. of shops across Candlewood Street
known as the "Candlewood Shops." Lakewood Center is anchored by Robinson's-May,
J.C. Penney, Mervyn's, Target and Macy's (not part of the collateral). Other
major tenants include Home Depot, Albertson's, Circuit City, Best Buy, Pacific
Theaters, Bed Bath & Beyond and 24 Hour Fitness.
The property was originally developed in 1951 as an open air retail center, and
the shopping center was enclosed, expanded and renovated multiple times over the
years. The improvements are situated on a site containing 128.31 net acres. As
of April 2005, the property was 98.8% occupied. Occupancy of the GLA under
ownership is 98.3%. As of April 2005, in-line mall shop occupancy is 95.3%
including temporary tenants and 88.7% excluding temporary tenants. Excluding
food court tenants, enclosed mall shop sales are currently $387/sq. ft., up 9.0%
from year end 2003 at $355/sq. ft.
SIGNIFICANT TENANTS. The property is 98.3% occupied as of April 2005. Lakewood
Center's anchor and tenant mix is strong, including a mix of local and highly
popular national retailers. The tenant mix at the property is targeted towards
the middle-income market, and as such caters to a broad customer base. An
expansion in 2001 brought about over 300,000 sq. ft. of new stores, a 365-seat
food court and a Macy's (not part of the collateral) and Mervyn's store. In
addition to the enclosed mall, there are numerous destination big box retailers,
restaurants, and two Pacific Movie Theatres (25 screens). In total, Lakewood
Center contains approximately 2.1 million sq. ft. of retail space featuring over
250 stores and restaurants. Overall, for the 1,118,880 occupied sq. ft. of
in-line space, the average base rent for the mall is $21.37 as of April, 2005.
ROBINSONS-MAY (NYSE: MAY) is owned by parent company May Department Stores
Company ("May"), which operates department stores throughout the United
States. May owns various department stores that are managed under such brand
names as Famous-Barr, Filene's, Foley's, Hecht's, Kaufmann's, Lord & Taylor,
L.S. Ayres, Marshall Field's, Meier & Frank, Robinsons-May, Strawbridge's,
and The Jones Store. As of December 31, 2004, May operated 491 department
stores, 239 David's Bridal stores, 449 After Hours Formalwear stores, and 11
Priscilla of Boston stores in 46 states, the District of Columbia, and Puerto
Rico. Company-wide sales for the fiscal year ending January 31, 2004 were
$13.34 billion, a 1.1% decrease over fiscal year 2002. Between fiscal year
2002 and 2003, net income decreased by 19.9% to $0.43 billion. May's gross
profit margins were 29.7% of sales in 2003, 29.9% in 2002 and 30.6% in 2001.
J.C. PENNEY COMPANY (NYSE: JCP) is one of the largest department store,
catalog, and e-commerce retailers in the United States. The retailer operates
more than 1,000 J.C. Penney department stores throughout the United States
and Puerto Rico. Company-wide sales for the fiscal year ending January 31,
2004 were $17.79 billion, a 0.9% increase over fiscal year 2002. Between
fiscal year 2002 and 2003, net profit decreased 329.1% to a net loss of $0.93
billion. J.C. Penney's gross profit margins were 37.2% of sales in 2003,
35.9% in 2002 and 33.6% in 2001.
TARGET CORPORATION (NYSE: TGT) is the nation's #2 discount chain (behind
Wal-Mart), and operates about 1,330 Target and SuperTarget stores in 47
states, as well as an online business called Target.com. After years of
struggling to turn around its Marshall Field's and Mervyn's departments
stores divisions, the discounter sold them both in 2004. Target has carved
out a niche by offering more upscale, fashion-forward merchandise than rivals
Wal-Mart and Kmart. Company-wide sales for the fiscal year ending January 31,
2004 were $48.16 billion, a 9.7% increase over fiscal year 2002. Between
fiscal year 2002 and 2003, net income increased by 11.3% to $1.84 billion.
Target's gross profit margins were 32.0% of sales in 2003, 31.5% in 2002 and
30.6% in 2001.
HOME DEPOT, INC. (NYSE: HD) operates as a home improvement retailer in the
United States, Canada, and Mexico. The company provides its products and
services through Home Depot and EXPO Design Center stores. Home Depot sells a
range of building materials, home improvement products, and lawn and garden
products, as well as provide various installation services. The EXPO Design
Center stores offer various interior design products and installation
services for kitchens, baths, appliances, and flooring, as well as products
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-15
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $218,000,000
LAKEWOOD CENTER TMA DSCR: 2.21x
TMA LTV: 52.32%
- --------------------------------------------------------------------------------
for lighting, decorating, and storage and organization projects. As of April
28, 2005, the company operated 1,911 stores. Home Depot was founded in 1978
and is based in Atlanta, Georgia. Company-wide sales for the fiscal year
ending February 1, 2004 were $64.82 billion, an 11.3% increase over fiscal
year 2002. Between fiscal year 2002 and 2003, net income increased by 17.5%
to $4.30 billion. Home Depot's gross profit margins were 31.8% of sales in
2003, 31.1% in 2002 and 30.2% in 2001.
THE MARKET. Lakewood Center is a 2,089,867 sq. ft. super-regional mall located
in the heart of the city of Lakewood, California anchored by J.C. Penney,
Mervyn's, Robinsons-May, Home Depot, Albertson's, Target, and Macy's (not part
of the collateral). The Los Angeles metropolitan area's high average income,
increasing number of households, and constant immigration continues to attract
new retailers to the region. Despite an increasing amount of supply in the
market, strong demand has allowed vacancies to remain below 5.0% since 1999. Los
Angeles's retail vacancy rate of 3.1%, ranks as the seventh lowest among REIS's
62 top United States neighborhood and community center retail markets. As of
year end 2004, the average asking and effective rents in the Los Angeles
metropolitan area were $25.30 and $23.30/sq. ft., respectively. REIS expects
rent growth to be moderate in 2005, with average asking and effective rents
increasing by 3.8% and 3.9%, respectively.
The average household income and per capita income for the City of Lakewood are
higher than those in Los Angeles County and the state of California. The 2004
average household income in Lakewood, California was $74,316, whereas, the
average household income for the county and the state for the same time period
were $67,167 and $73,464, respectively. Lakewood Center is located in
Paramount/East County, a submarket of Los Angeles. The neighborhood and
community retail centers in this sub-market benefit from healthy demographics
and good supply and demand fundamentals. As of the fourth quarter 2004, the
vacancy rate for the Paramount/East County submarket was 1.5% for anchored
retail and 4.3% for non-anchored retail space. As of the fourth quarter 2004,
asking rent for anchored space was $14.04/sq. ft., and asking rent for
non-anchored space was $21.42/sq. ft. Within the City of Lakewood, the annual
retail sales in 2004 were estimated at approximately $972.7 million, up 12.38%
from the prior year at $928.0 million. Retail sales growth in Lakewood averaged
6.44% per year, compounded annually, over the past 10 years. Nationally, average
sales at regional centers are reported to be $345/sq. ft.
There are two directly competitive malls with the Lakewood Center -- Los
Cerritos Center and Stonewood Center -- both of which are owned by Macerich
subsidiaries. Los Cerritos Center, Stonewood Center, and Lakewood Center are
known to Macerich managers as "The Triplets." In addition, Long Beach Towne
Center is a very large power center located three miles southeast of the
Lakewood Center, that competes for theater, restaurant and discount retail
expenditures. In the aggregate, the six malls represented in the table below,
contain a total GLA of approximately 5,656,682 sq. ft., with an average mall
shop occupancy of 97%.
Stonewood Center is a single-level enclosed regional shopping center located at
the corner of Lakewood Boulevard and Firestone Boulevard, in the City of Downey,
Los Angeles County, approximately 6.0 miles north of the property. The Stonewood
Center has average rents of $33.00/sq. ft. Like Lakewood Center, it caters to a
middle income market and is located within a densely populated mature
neighborhood two to three miles from the freeways. Los Cerritos Center is
located at the corner of Interstate 605 and South Street in the City of Cerritos
approximately 2.5 miles east of the property. Los Cerritos Center has average
rents of $40.00/sq. ft.
The property appears to be well positioned in its market, and each of the
competing malls serves its own trade area, although the trade areas partly
overlap. The property has little threat of new direct competition in the
foreseeable future and serves the local area well. According to Cushman &
Wakefield, Lakewood Center should continue to maintain its dominant position in
the local market, achieving at least inflationary growth in sales and rents over
the long term.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-16
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $218,000,000
LAKEWOOD CENTER TMA DSCR: 2.21x
TMA LTV: 52.32%
- --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
TYPICAL RANGE OF 2004 IN-LINE DISTANCE FROM
PROPERTY IN-LINE RENT/SF SALES/SF INLINE OCCUPANCY SUBJECT
- ---------------------------------------------------------------------------------------------------------------------------
Lakewood Center $37.05-$37.05 $378.00 95% -
- ---------------------------------------------------------------------------------------------------------------------------
Los Cerritos Center $35.00-$45.00 $477.00 98% 2.5 miles E
- ---------------------------------------------------------------------------------------------------------------------------
Stonewood Center $30.00-$36.00 $370.00 95% 6 miles N
- ---------------------------------------------------------------------------------------------------------------------------
Long Beach Town Center $15.00-$42.00 NA 100% 3 miles SE
- ---------------------------------------------------------------------------------------------------------------------------
Lakewood Square $15.00-$30.00 NA 97% Immediately W
- ---------------------------------------------------------------------------------------------------------------------------
Lakewood Marketplace $15.00-$30.00 $152.00 96% 2 miles NE
- ---------------------------------------------------------------------------------------------------------------------------
PROPERTY MANAGEMENT: The property is managed by the Macerich Management Company,
an affiliate of the borrower.
CASH MANAGEMENT: The loan is structured with a springing cash management system
that becomes effective upon the occurrence of (i) an event of default (as such
term is defined in the loan documents) or (ii) a DSCR below 1.30x for one
calendar quarter (each, a "Lockbox Event"). A Lockbox Event terminates, with
respect to (i) above, upon the cure of such event of default and with respect to
(ii) above, at such time that the property has achieved a DSCR of greater than
1.30x for one calendar quarter.
RESERVES: During the continuance of a Lockbox Event, the borrower is required to
deposit monthly reserves for (i) taxes and insurance premiums equal to 1/12th of
the annual amounts required, (ii) tenant improvement/leasing commissions equal
to $1.00/sq. ft. and (iii) capital expenditures equal to $0.20/sq. ft.
CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. The First Mortgage Loan consists
of two senior pari passu notes (trust fund assets) and the B-Note that was sold
to a large United States pension fund.
FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. None permitted.
RELEASE PROVISIONS. The loan documents permit (i) the partial defeasance and
release (on a date at least 2 years after the securitization closing date), of a
currently undetermined portion of the Mortgaged Property (subject to the
satisfaction of certain conditions in the loan documents, including that the
release of this parcel will not result in a loss of more than 25,000 rentable
sq. ft. of retail space and the fair market value of the release parcel does not
exceed $15,000,000), upon the delivery of defeasance collateral in an amount at
least equal to the then current appraised value of the release parcel, (ii) the
borrower to purchase the parcel currently occupied by Macy's (the "Macy's
Parcel") and modify the mortgage and other loan documents to extend the lien of
the mortgage to the Macy's Parcel, and thereafter, permit the borrower to obtain
the free release of the Macy's Parcel from the lien of the mortgage, (iii) after
December 31, 2005, the free release of the Mervyn's parcel and the May
Department Store ("May") parcel, subject to the satisfaction of conditions
including, among other things, that the DSCR immediately after the related
release will not be less than the greater of (A) 1.89x (with respect to
Mervyn's) or 1.79x (with respect to May) and (B) 90% of the DSCR for the loan
immediately prior to the related release and (iv) the free release of
unimproved, non-income producing portions of the Mortgaged Property, provided
that the aggregate fair market value of the unimproved parcels released does not
exceed $5,000,000.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-17
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $218,000,000
LAKEWOOD CENTER TMA DSCR: 2.21x
TMA LTV: 52.32%
- --------------------------------------------------------------------------------
[MAP OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-18
[THIS PAGE INTENTIONALLY LEFT BLANK]
B-19
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $147,000,000
KAISER CENTER DSCR: 1.61x
LTV: 70.00%
- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-20
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $147,000,000
KAISER CENTER DSCR: 1.61x
LTV: 70.00%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
- --------------------------------------------------------------------------------
LOAN SELLER: GMACCM
LOAN PURPOSE: Acquisition
ORIGINAL BALANCE: $147,000,000
CUT-OFF BALANCE: $147,000,000
% BY INITIAL UPB: 6.43%
INTEREST RATE: 5.11%
PAYMENT DATE: 1st of the month
FIRST PAYMENT DATE: August 1, 2005
MATURITY DATE: July 1, 2015
AMORTIZATION: Interest Only
CALL PROTECTION: Lockout for 24 months from securitization date,
then defeasance is permitted. On and after May 1,
2015, prepayment can be made without penalty.
SPONSOR: Swig Investment Company
BORROWER: SIC-Lakeside Drive, LLC
ADDITIONAL FINANCING: None
LOCKBOX: Hard
INITIAL RESERVES: Tax: $850,961
Replacement: $338,899
TI/LC: $3,358,567
Free Rent: $5,481,589
MONTHLY RESERVES: Tax: $212,740
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
LOAN BALANCE / SQ. FT.: $160.93
BALLOON BALANCE / SQ. FT.: $160.93
LTV: 70.00%
BALLOON LTV: 70.00%
DSCR: 1.61x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO: Single Asset
PROPERTY TYPE: Office
COLLATERAL: Fee Simple
LOCATION: Oakland, California
YEAR BUILT / RENOVATED: 1960 / 2005
COLLATERAL SQ. FT.: 913,428
PROPERTY MANAGEMENT: The SWIG Company
(a borrower affiliate)
OCCUPANCY (AS OF 4/30/05)(1): 94.56%
UNDERWRITTEN NET CASH FLOW: $12,268,889
APPRAISED VALUE: $210,000,000
APPRAISAL DATE: April 20, 2005
- --------------------------------------------------------------------------------
(1) See footnote (2) below.
- ---------------------------------------------------------------------------------------------------------------------------
MAJOR TENANTS
- ---------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVG LEASE RATINGS
TENANT NRSF % NRSF % GPR RENT/SQ. FT. EXPIRATION (S/F/M)
- ---------------------------------------------------------------------------------------------------------------------------
BART - San Francisco Bay Area
Rapid Transit District 317,222 34.73% 38.04% $24.75 7/17/2014 A/A/A2(1)
- ---------------------------------------------------------------------------------------------------------------------------
The Regents of the University
of California(2) 152,774 16.73 18.60 25.13 4/30/2008 A/A/A2(1)
- ---------------------------------------------------------------------------------------------------------------------------
Kaiser Foundation Health Plan, Inc. 75,096 8.22 9.17 25.20 11/30/2010 A+/A/A3
- ---------------------------------------------------------------------------------------------------------------------------
California Bank and Trust(3) 45,527 4.98 5.16 23.40 5/31/2009 BBB+/A-/A2
- ---------------------------------------------------------------------------------------------------------------------------
24 Hour Fitness, Inc.-
f/k/a H.E.C Investments, Inc. 29,640 3.24 1.49 10.35 4/25/2006 NR
- ---------------------------------------------------------------------------------------------------------------------------
Wulfsberg Reese & Sykes
Professional Corp. 27,497 3.01 2.94 22.11 9/18/2009 NR
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE: 647,756 70.91% 75.40% $24.03 - -
- ---------------------------------------------------------------------------------------------------------------------------
(1) Ratings for the State of California.
(2) The occupancy and NRSF figures set forth above do not reflect (a) a
termination option exercised by Regents of the University of California
("Regents") effective July 1, 2005 with respect to 12,500 sq.ft. of the 4th
floor, (b) a termination option that Regents informed the lender it will
exercise, effective November 1, 2005, with respect to the remaining portion
of the 4th floor (approximately 12,500 sq. ft) and (c) a termination option
that Regents informed the lender it will exercise, effective May 18, 2006,
with respect to approximately 12,500 sq. ft. of the 7th floor. Regents has
no further termination options under its lease.
(3) Tenant is permitted to terminate its lease at any time after June 1, 2003,
so long as they provide 12-months notice and a $634,446 lease termination
fee.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-21
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $147,000,000
KAISER CENTER DSCR: 1.61x
LTV: 70.00%
- --------------------------------------------------------------------------------
KAISER CENTER
THE LOAN. The Kaiser Center Loan is a ten year, interest only fixed rate loan
secured by a mortgage on the borrower's fee simple interest in a 913,428 sq. ft.
Class A office building located in Oakland, California.
THE BORROWER. The borrower is SIC-Lakeside Drive, LLC, a special purpose,
bankruptcy-remote entity, which is required under its loan documents to have an
independent director and for which a non-consolidation opinion was obtained at
closing, sponsored by Swig Investment Company. Commercial Equity Investments,
Inc., an affiliate of GMACCM, is an indirect equity investor in the borrower.
THE PROPERTY. The property consists of a T-shaped 28-story office tower,
adjacent one- and three-story office/retail buildings, and a five-level parking
garage with 1,339 spaces. The property includes 784,698 NRSF of office space
located in the 28-story tower and 128,730 NRSF of office and retail space
located in the adjacent one-and three-story buildings (referred to as the Kaiser
Mall), totaling 913,428 NRSF overall. Actual traditional retail space at the
mall totals 63,341 sq. ft. with the remaining space consisting of office and
storage uses. The improvements are situated on 7.2 acres of land and were
constructed in 1960. Renovations have been ongoing from 2003 through 2005.
SIGNIFICANT TENANTS. As of April 30, 2005, the property was 94.56% occupied by
more than 40 tenants. The tenant mix at Kaiser Center is comprised of a mix of
government, education, professional and financial services. The property's
largest tenant is the San Francisco Bay Area Rapid Transit District, commonly
referred to as "BART" (rated A / A / A2 by S&P/Fitch/Moody's), occupying 12
suites totaling 317,222 sq. ft. (34.73% of GLA). Investment grade and government
tenants, including BART, occupy 67.1% of the property.
THE MARKET. According to the appraisal performed by Cushman & Wakefield of
California on April 20, 2005 (the "Appraisal"), the property is located in the
Lake Merritt district, one of two Class A submarkets within the Oakland CBD. Per
the Appraisal, the Lake Merritt district has a vacancy rate of 5.4% and is
characterized by numerous high- and mid-rise Class A office properties
interspersed between smaller office, retail and general commercial uses; Kaiser
Center dominates the area as it is the largest development in the Lake Merritt
area and acts as an anchor location. Further, the Appraisal concluded a market
office rent for the low rise tenants of $25 / sq. ft. and high rise tenants of
$28 / sq. ft., based on full service leases. The current average office rent at
the property is below the market rent stated in the Appraisal.
PROPERTY MANAGEMENT. The property is managed by The SWIG Company, an affiliate
of the borrower.
CASH MANAGEMENT. Provided no event of default exists under the mortgage loan,
the borrower has access to the funds deposited in the lockbox account. Upon the
occurrence of an event of default under the mortgage loan, all funds deposited
in the lockbox account are controlled by the lender.
RESERVES. At origination, the borrower made an initial deposit into a reserve
account for payment of real estate taxes in the amount of $850,961. The mortgage
loan requires the borrower to make monthly deposits into such reserve account in
an amount equal to 1/12 of the estimated annual insurance premiums and real
estate taxes.
At origination, the borrower made an initial deposit into a reserve account for
tenant improvements and leasing commissions in the amount of $3,358,567 which
will be used for certain tenant improvement and leasing costs related primarily
to the Kaiser Foundation Health Plan Inc. lease and the BARTlease.
At origination, the borrower made an initial deposit into a reserve account for
capital improvements in the amount of $338,899.
At origination, the borrower made an initial deposit in the amount of $5,481,589
into a reserve account to fund free rent concessions to the following tenants:
BART, Kaiser Foundation Family Health Plan, Inc. and WestEd. Unless an event of
default shall have occurred and is continuing, on each payment date the lender
shall release to the borrower an amount equal to the free rent concession for
that month for each free rent tenant into the lockbox account.
CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. None.
FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not Permitted.
RELEASE PROVISIONS. The borrower has the right, upon the expiration of a lockout
period, to the release of a certain portion of the property in connection with a
partial defeasance upon the satisfaction of certain conditions including, the
partial defeasance of the loan in an amount generally equal to the value of the
release parcel prior to such release, and no event of default existing under the
mortgage loan. In addition, after the release, the LTV may not be greater than
70% and its DSCR may not be less than the greater of 1.65x or the DSCR which
existed immediately preceding the partial release date.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-22
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $147,000,000
KAISER CENTER DSCR: 1.61x
LTV: 70.00%
- --------------------------------------------------------------------------------
[MAP OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-23
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $144,734,899
PRIVATE MINI STORAGE PORTFOLIO DSCR: 1.42x
LTV: 64.21%
- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-24
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $144,734,899
PRIVATE MINI STORAGE PORTFOLIO DSCR: 1.42x
LTV: 64.21%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
- --------------------------------------------------------------------------------
LOAN SELLER: GMACCM
LOAN PURPOSE: Refinance
ORIGINAL BALANCE: $144,734,899
CUT-OFF BALANCE: $144,734,899
% BY INITIAL UPB: 6.33%
INTEREST RATE: 5.84%
PAYMENT DATE: 1st of the month
FIRST PAYMENT DATE: September 1, 2005
MATURITY DATE: August 1, 2015
AMORTIZATION: Interest only from September 1, 2005 through and
including August 1, 2010; thereafter, monthly
amortization on a 30-year schedule.
CALL PROTECTION: Lockout for 24 months from securitization date,
then defeasance is permitted. On and after May 1,
2015, prepayment can be made without penalty.
SPONSOR: Five SAC Self-Storage Corporation
BORROWER: PM Preferred Properties, L.P.
ADDITIONAL FINANCING: $33,000,000 mezzanine loan
LOCKBOX: Soft
INITIAL RESERVES: Tax: $630,000
Insurance: $42,300
Replacement: $288,000(1)
MONTHLY RESERVES: Tax: $210,000(2)
Insurance: $14,100(3)
- --------------------------------------------------------------------------------
(1) Replacement Reserves are capped at $288,000.
(2) Tax Reserves are capped at $1,260,000.
(3) Insurance Reserves are capped at $84,600.
- --------------------------------------------------------------------------------
FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
LOAN BALANCE / UNIT: $6,330.53
BALLOON BALANCE / UNIT: $5,909.21
LTV: 64.21%(4)
BALLOON LTV: 59.93%(4)
DSCR: 1.42x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO: Portfolio
PROPERTY TYPE: Self-storage
COLLATERAL: 35 Fee Simple/3 Leasehold
LOCATION: Various
YEAR BUILT / RENOVATED: 1987-2001 / NA
COLLATERAL UNITS: 22,863
PROPERTY MANAGEMENT: U-Haul affiliates; properties located in TX subject
to sub-management agreement with Private Mini
Storage Manager, Inc.
OCCUPANCY (AS OF 4/13/05
& 4/14/05): 76.60%
UNDERWRITTEN
NET CASH FLOW: $14,505,245
APPRAISED VALUE: $225,425,000(4)
APPRAISAL DATE: Various
- --------------------------------------------------------------------------------
(4) Based upon (or represents) the Appraiser's valuation of the portfolio as a
whole and not individual property values.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-25
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $144,734,899
PRIVATE MINI STORAGE PORTFOLIO DSCR: 1.42x
LTV: 64.21%
- --------------------------------------------------------------------------------
PRIVATE MINI STORAGE PORTFOLIO
THE LOAN. The Private Mini Storage Portfolio Loan is a ten year fixed rate loan
that provides for monthly payments of interest-only for the first 60 months and
thereafter for monthly payments of principal and interest, secured by mortgages,
deeds of trust and deeds to secure debt on the borrower's fee simple or
leasehold interests in 38 self-storage facilities located in Texas, Alabama,
Florida, Georgia, South Carolina and North Carolina.
THE BORROWER. The borrower is PM Preferred Properties, L.P., a special purpose,
bankruptcy-remote entity, which is required under its loan documents to have an
independent director and for which a non-consolidation opinion was obtained at
closing, sponsored by Five SAC Self-Storage Corporation.
THE PROPERTY. The property consists of 38 self-storage properties with an
average of 62,880 sq. ft. and 602 units, built between 1987 and 2001. The
properties are located in six different states. All facilities offer a
combination of climate controlled and non-climate controlled units. Further,
some properties provide parking for boats and recreational vehicles. See chart
below.
- ---------------------------------------------------------------------------------------------------------------------------------
PROPERTY NAME ADDRESS CITY STATE # OF UNITS YEAR BUILT FEE/LEASEHOLD
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Midtown 2420 Louisiana Street Houston Texas 730 1999 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Clairmont 2885 Clairmont Road NE Atlanta Georgia 643 2000-2001 Leasehold
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Piedmont 2175 Piedmont Road Atlanta Georgia 627 2001 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Rogerdale 2890 West Sam Houston Parkway Houston Texas 656 2000 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Voss Road 2305 South Voss Road Houston Texas 557 1989 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Dove Country 603 Murphy Road Stafford Texas 706 1999 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Woodlands 24540 Interstate 45 Spring Texas 777 1999 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Corpus Christi 5129 Kostoryz Road Corpus Christi Texas 691 1989 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Capital Circle 2554 Capital Circle NE Tallahassee Florida 477 2000 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Burnett 6610 Burnett Road Austin Texas 673 2000 Leasehold
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Phillips Highway 3435 Phillips Highway Jacksonville Florida 648 1990 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Lake Norman 19116 Statesville Road Cornelius North Carolina 593 2001 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Pinellas Park 4015 Park Boulevard Pinellas Park Florida 629 1991 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Austin 1032 East 46th Street Austin Texas 574 1989 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Fort Walton 395 Mary Esther Cut-off Fort Walton Beach Florida 518 1990 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Blanding Boulevard 8155 Blanding Boulevard Jacksonville Florida 691 1991 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Wurzbach 3817 Parkdale Street San Antonio Texas 585 1992 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Ocala 505 S.W. 17th Street Ocala Florida 592 1990 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Birmingham 540 Valley Avenue Birmingham Alabama 583 1992 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Fort Jackson 5604 Forest Drive Columbia South Carolina 592 2000 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Terrace Oaks 3220 FM 1960 West Houston Texas 524 1995 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Greenville 7043 Greenville Avenue Dallas Texas 644 1995 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Fuqua 12475 Gulf Freeway Houston Texas 585 1990 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Pensacola 7835 North Davis Highway Pensacola Florida 618 1990 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Clearlake 16250 Old Galveston Road Webster Texas 632 1989 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Atlantic 9411 Atlantic Boulevard Jacksonville Florida 678 1991 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Dairy Ashford 2415 South Dairy Ashford Road Houston Texas 537 2001 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Roper Mountain 24 Roper Mountain Road Greenville South Carolina 505 2000 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Sharon Road 1400 Sharon Road West Charlotte North Carolina 587 2000 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Plano Allen 3901 North Central Expressway Plano Texas 516 2000 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Vestavia Hills 1420 Montgomery Highway Vestavia Hills Alabama 555 2000 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-26
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $144,734,899
PRIVATE MINI STORAGE PORTFOLIO DSCR: 1.42x
LTV: 64.21%
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
PROPERTY NAME ADDRESS CITY STATE # OF UNITS YEAR BUILT FEE/LEASEHOLD
- ----------------------------------------------------------------------------------------------------------------------------------
Private Mini-Mooresville 304 West Plaza Drive Mooresville North Carolina 491 2001 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Belcher 2180 South Belcher Road Largo Florida 586 1989 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-New Port Richey 6118 U.S. Highway 19N New Port Richey Florida 665 1991 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Cedar Park 700 South Bell Boulevard Cedar Park Texas 515 1999 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Mobile 3755 Airport Boulevard Mobile Alabama 544 1987 Leasehold
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-I-26 @ West Park 3754 Fernandina Road Columbia South Carolina 543 2000 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
Private Mini-Bissonnet 10811 Bissonnet Street Houston Texas 596 1989 Fee Simple
- ---------------------------------------------------------------------------------------------------------------------------------
THE MARKET. The Portfolio includes 38 self-storage properties located in 27
different cities. Seventeen facilities are located in Texas, ten in Florida,
three in North Carolina, three in South Carolina, two in Georgia, and three in
Alabama. Houston, Texas maintains the largest concentration of properties with
seven.
PROPERTY MANAGEMENT. The properties are managed by various subsidiaries of
U-Haul International, Inc.; the properties located in Texas are managed by
Private Mini Storage Manager, Inc. pursuant to a sub-management agreement.
CASH MANAGEMENT. Revenue from the property is collected by the borrower and/or
property manager and ultimately deposited into a lender designated lockbox
account. Provided no event of default under the mortgage loan exists, the
borrower has access to such lender designated lockbox account and the deposits
therein.
RESERVES. At origination, the borrower made an initial deposit into a reserve
account for payment of real estate taxes in the amount of $630,000. The mortgage
loan requires the borrower to make monthly deposits into such reserve account in
an amount equal to 1/12 of the estimated annual real estate taxes until the
amount on deposit is $1,260,000.00. Provided that taxes are timely paid by the
borrower, no event of default exists, the DSCR is not less than 1.23x and such
amount remains on deposit at all times, the borrower is not required to make
further deposits.
At origination, the borrower made an initial deposit into a reserve account for
payment of insurance premiums in the amount of $42,300. The mortgage loan
requires the borrower to make monthly deposits into such reserve account in an
amount equal to 1/12 of the estimated annual insurance premiums until the amount
on deposit is $84,600.00. Provided that insurance premiums are timely paid by
the borrower, no event of default exists, the DSCR is not less than 1.23x and
such amount remains on deposit at all times, the borrower is not required to
make further deposits.
At origination, the borrower made an initial deposit into a reserve account for
replacements in the amount of $288,000. As long as such amount remains on
deposit, borrower is not required to make additional deposits into the
replacement reserve account.
CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. The mezzanine loan in the amount
of $33,000,000 is secured by pledges of limited partnership interests in the
borrower, stock in the general partner of the borrower and certain other equity
interests in affiliates of the borrower ("Affiliate Collateral"), which equity
interests are owned by the mezzanine borrower. The mezzanine loan is a ten year
fixed rate loan that requires monthly interest and principal payments (on a
25-year amortization schedule) throughout the term of the loan.
FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. A junior mezzanine loan, in an
amount not to exceed $10,000,000, is permitted under the loan documents. Certain
requirements include that based upon the first mortgage, the senior mezzanine
loan and the junior mezzanine loan, the DSCR is not less than 1.0x (giving
effect to the Affiliate Collateral), the LTV does not exceed the LTV as of the
closing date and rating agency confirmation is obtained. The junior mezzanine
loan will be secured by a pledge of equity interests in the mezzanine borrower
under the $33,000,000 mezzainine loan.
PROPERTY SUBSTITUTION/PARTIAL DEFEASANCE. The borrower has the right to
substitute a new property for any individual property securing the loan (i)
voluntarily, up to 20% of the collateral calculated by allocated loan amount,
(ii) in the event the loan is accelerated upon an incurable breach of a
representation or warranty with respect to any individual property, (iii) in the
event lender does not make casualty or condemnation proceeds available to
borrower for restoration of any individual property, or (iv) if an individual
property is determined by the borrower to be no longer economically viable and
lender approves such determination.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-27
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $144,734,899
PRIVATE MINI STORAGE PORTFOLIO DSCR: 1.42x
LTV: 64.21%
- --------------------------------------------------------------------------------
Substitutions of individual properties are subject to satisfaction of certain
conditions, including but not limited to: (A) no event of default under the
mortgage loan then existing (except with respect to substitution upon a breach
of representation or warranty), (B) delivery of third party reports and
appraisals for the substitute property, (C) prior rating agency confirmation is
obtained, (D) the DSCR following the substitution is equal to the higher of the
DSCR as of the closing date or immediately prior to the substitution, and (E)
the LTV following the substitution is equal to the lower of the LTV as of the
closing date or immediately prior to the substitution.
In addition, (i) in the event the loan is accelerated upon an incurable breach
of a representation or warranty with respect to an individual property, (ii) in
the event lender does not make casualty or condemnation proceeds available to
borrower for restoration of any individual property, or (iii) if an individual
property is determined by the borrower to be no longer economically viable and
lender approves such determination, the borrower has the option, instead of
substitution, to partially defease the loan and obtain a release of the affected
property. Such partial defeasance must be performed in accordance with and is
subject to standard defeasance conditions. Otherwise, partial defeasance is not
permitted.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-28
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $144,734,899
PRIVATE MINI STORAGE PORTFOLIO DSCR: 1.42x
LTV: 64.21%
- --------------------------------------------------------------------------------
[MAP OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-29
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $109,000,000
GENERAL MOTORS BUILDING TMA DSCR: 2.38x
TMA LTV: 43.27%
- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-30
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $109,000,000
GENERAL MOTORS BUILDING TMA DSCR: 2.38x
TMA LTV: 43.27%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
- --------------------------------------------------------------------------------
LOAN SELLER: GACC
LOAN PURPOSE: Acquisition / Refinance
ORIGINAL TMA BALANCE: $109,000,000(1)
CUT-OFF TMA
BALANCE: $109,000,000(2)
% BY INITIAL UPB: 4.77%
INTEREST RATE: 5.2420%(3)
PAYMENT DATE: 1st of each month
FIRST PAYMENT DATE: March 1, 2005
MATURITY DATE: February 1, 2010
AMORTIZATION: Interest Only
CALL PROTECTION: Lockout until 24 months from the securitization
date, then defeasance is permitted. On and after
October 1, 2009, prepayment permitted on any
payment date without penalty.
SPONSORS: Jamestown Corporation and Macklowe Properties
BORROWER: Fifth Avenue 58/59
Acquisition Co. L.P.
PARI PASSU DEBT: $605,000,000(2)
B-NOTE BALANCE: $86,000,000(2)
MEZZANINE DEBT: $300,000,000(2)
LOCKBOX: Hard
INITIAL RESERVES: TI/LC: $70,529,451
NOI Support: $16,153,835
Engineering: $4,800,000
Taxes: $2,400,817
Insurance: $817,014
MONTHLY RESERVES: Taxes: $2,400,817
Insurance: $163,403
Replacement: $31,590
- --------------------------------------------------------------------------------
(1) The trust mortgage asset ("TMA") consists of the $54,500,000 A-5 Note and
the $54,500,000 A-6 Note.
(2) The $109,000,000 TMA and the $605,000,000 Pari Passu Debt (not included in
the trust and evidenced by the A-1, A-2, A-3 and A-4 Notes) comprise the
total senior debt balance of $714,000,000 (the "Senior Loan"). The
$86,000,000 B-Note and the Senior Loan comprise the total first mortgage
balance of $800,000,000 (the "First Mortgage"). Additionally, there is
$300,000,000 of mezzanine debt ("the Mezzanine Debt"). The B-note is not
included in the trust, but was certificated and issued as investment grade
securities in the COMM 2005-LP5 securitization.
(3) Represents the average interest rate for the first 12 payment periods after
the cut-off date rounded to four decimal places. The interest rate will
vary throughout the loan term. Refer to Annex A-5 to the prospectus
supplement for a schedule of interest rates.
- --------------------------------------------------------------------------------
FINANCIAL INFORMATION(2)
- --------------------------------------------------------------------------------
SENIOR FIRST FIRST MORTGAGE
LOAN MORTGAGE PLUS MEZZANINE
- --------------------------------------------------------------------------------
LOAN BALANCE: $714,000,000 $800,000,000 $1,100,000,000
LOAN
BALANCE / SQ. FT.: $374.78 $419.92 $577.40
LTV: 43.27% 48.48% 66.67%
BALLOON LTV: 43.27% 48.48% 66.67%
DSCR: 2.38x 2.12x 1.50x
SHADOW RATING
(S/M/F): AA /A3/AA NR/Baa3/BBB- Not Rated
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO: Single Asset
PROPERTY TYPE: Office with retail component
COLLATERAL: Fee Simple
LOCATION: New York, NY
YEAR BUILT / RENOVATED: 1968 / 2005
COLLATERAL SQ. FT.: 1,905,103
PROPERTY MANAGEMENT: Macklowe Management Co. Inc.
(a borrower affiliate)
OCCUPANCY (AS OF 1/1/05)(4): 96.3%
UNDERWRITTEN NET CASH
FLOW(5): "As-Is": $88,947,170
"As-Stabilized": $98,245,069
APPRAISED VALUE: $1,650,000,000
APPRAISAL DATE: January 1, 2005
- --------------------------------------------------------------------------------
(4) Occupancy figure excludes the Madison Avenue and Fifth Avenue retail
expansion. Occupancy is 96.34% including the Madison Avenue and Fifth
Avenue retail expansion.
(5) The "As-Stabilized" cash flow of $98,245,069 is based on the anticipated
lease up of 21,000 sq. ft. to Apple Computer Inc. (Fifth Avenue Expansion)
and anticipated lease up of 13,713 sq. ft. of Madison Avenue expansion
retail space. See "Madison Avenue and Fifth Avenue Retail Expansion"
herein. DSCR calculations in the chart are based on "As-Is" cash flow. DSCR
based on "As-Stabilized" cash flow is 2.62x for the Senior Loan, 2.34x for
the First Mortgage and 1.65x for the First Mortgage plus the Mezzanine
Debt.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-31
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $109,000,000
GENERAL MOTORS BUILDING TMA DSCR: 2.38x
TMA LTV: 43.27%
- --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
MAJOR OFFICE TENANTS
- ---------------------------------------------------------------------------------------------------------------------------------
% BELOW WEIGHTED AVG LEASE
TENANT NRSF % NRSF(1) MARKET RENT PSF EXPIRATION RATINGS (S/M/F)(2)
- ---------------------------------------------------------------------------------------------------------------------------------
Weil, Gotshal & Manges LLP 539,438 32.8% 45.20% $47.75 8/31/2019 -/-/-
- ---------------------------------------------------------------------------------------------------------------------------------
Estee Lauder 327,562 19.9 14.60 84.18 3/31/2020 A+/A1/-
- ---------------------------------------------------------------------------------------------------------------------------------
General Motors Corporation 100,348 6.1 15.82 68.26 3/31/2010 BB/Baa3/BB+
- ---------------------------------------------------------------------------------------------------------------------------------
SUB TOTAL/WA: 967,348 58.8% $62.21
- ---------------------------------------------------------------------------------------------------------------------------------
(1) % NRSF based on "As-Is" Office space only.
(2) Credit ratings are of the parent company whether or not the parent
guarantees the lease.
- ---------------------------------------------------------------------------------------------------------------------------------
MAJOR RETAIL TENANTS
- ---------------------------------------------------------------------------------------------------------------------------------
% BELOW WEIGHTED AVG LEASE
TENANT NRSF % NRSF(3) MARKET RENT PSF EXPIRATION RATINGS (S/M/F)(4)
- ---------------------------------------------------------------------------------------------------------------------------------
F.A.O. Schwarz 74,794 49.8% 63.1% $68.10 1/31/2012 -/-/ -
- ---------------------------------------------------------------------------------------------------------------------------------
CBS Television Studios 31,997 21.3 76.3% 47.19 3/31/2010 A-/A3/A-
- ---------------------------------------------------------------------------------------------------------------------------------
SUB TOTAL/WA: 106,791 71.1% $61.83
- ---------------------------------------------------------------------------------------------------------------------------------
(3) % NRSF based on "As-Is" Retail space only.
(4) Credit ratings are of the parent company whether or not the parent
guarantees the lease.
- ----------------------------------------------------------------------------------------------------------------------------------
LEASE ROLLOVER
- ----------------------------------------------------------------------------------------------------------------------------------
CUMULATIVE
# OF % OF CUMULATIVE % OF ANNUAL % OF BASE CUMULATIVE %
YEAR OF LEASES EXPIRING TOTAL TOTAL TOTAL AVG. ACTUAL RENT OF BASE ACTUAL
EXPIRATION EXPIRING SQ. FT. SQ. FT. SQ. FT. SQ. FT. RENT PSF ROLLING RENT ROLLING
- ----------------------------------------------------------------------------------------------------------------------------------
2005 1 36,996 1.9% 36,996 1.9% $95.00 2.5% 2.5%
- ----------------------------------------------------------------------------------------------------------------------------------
2006 8 71,156 3.7 108,152 5.7 70.87 3.6 6.2
- ----------------------------------------------------------------------------------------------------------------------------------
2007 4 49,266 2.6 157,418 8.3 64.96 2.3 8.5
- ----------------------------------------------------------------------------------------------------------------------------------
2008 2 37,757 2.0 195,175 10.2 51.30 1.4 9.9
- ----------------------------------------------------------------------------------------------------------------------------------
2009 6 32,368 1.7 227,543 11.9 85.80 2.0 11.9
- ----------------------------------------------------------------------------------------------------------------------------------
2010 15 192,748 10.1 420,291 22.1 75.27 10.4 22.3
- ----------------------------------------------------------------------------------------------------------------------------------
2011 4 69,657 3.7 489,948 25.7 86.26 4.3 26.6
- ----------------------------------------------------------------------------------------------------------------------------------
2012 6 142,337 7.5 632,285 33.2 84.38 8.6 35.3
- ----------------------------------------------------------------------------------------------------------------------------------
Thereafter 29 1,203,001 63.1 1,835,286 96.3 74.73 64.7 100.0
- ----------------------------------------------------------------------------------------------------------------------------------
Vacant 69,817 3.7 1,905,103 100.0
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL: 75 1,905,103 100.0% 1,905,103 100.0%
- ----------------------------------------------------------------------------------------------------------------------------------
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-32
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $109,000,000
GENERAL MOTORS BUILDING TMA DSCR: 2.38x
TMA LTV: 43.27%
- --------------------------------------------------------------------------------
GENERAL MOTORS BUILDING LOAN
THE LOAN. The General Motors Building loan is a five year interest only loan
secured by a first mortgage on the borrower's fee simple interest in a modern
50-story 1,905,103 sq. ft. Class "A" office/retail building located at the
southeast corner of Central Park, occupying the entire city block bounded by
Fifth Avenue, Madison Avenue, 58th Street, and 59th Street. The $109 million
Senior Component (rated AA/A3/AA (S/M/F)) has been contributed to the trust.
GM BUILDING RECAPITALIZATION. In January 2005, in connection with a
recapitalization of the General Motors Building, Deutsche Bank provided
a $1.1 billion capitalization package to the sponsors, JAMESTOWN
CORPORATION ("Jamestown") and MACKLOWE PROPERTIES ("Macklowe").
Jamestown and Macklowe contributed $385 million of new cash equity,
bringing the total cash equity to $520 million.
o Jamestown contributed $300 million of cash equity; and
o Macklowe contributed $85 million of cash equity in addition
to its existing $135 million cash contribution, resulting in
$220 million of cash equity.
Deutsche Bank provided the sponsors with a $1.1 billion debt package,
which together with the equity contributions from Jamestown and
Macklowe, extinguished the prior floating rate debt of $1.4 billion.
The Deutsche Bank package consists of a First Mortgage loan with an
original principal balance of $800 million and Mezzanine debt with an
aggregate original principal balance of $300 million, as follows:
o A $109 million Senior Component (contributed to the trust)
of a $714 million pari passu senior mortgage loan;
o An $86 million subordinate portion of the $800 million First
Mortgage loan, which subordinate portion will not be
contributed to the trust, but was certificated and sold as
investment grade rated non-pooled securities as part of the
COMM 2005-LP5 securitization; and
o A $300 million mezzanine loan that Deutsche Bank has
privately placed with institutional investors.
THE BORROWER. The borrower is a single-purpose, bankruptcy-remote entity with
two independent directors, for which a non-consolidation opinion was obtained at
closing. The borrower is sponsored by Jamestown and Macklowe.
Jamestown is a real estate investment company based in Atlanta, Georgia and
Cologne, Germany. Since 1983, Jamestown has been investing in income-producing
high quality commercial real estate in the United States. In 26 partnerships,
Jamestown and its affiliates have acquired over $5 billion of assets. In
addition to the General Motors Building, Jamestown currently owns all or a
portion of New York assets including One Times Square, 589 Fifth Avenue, 1211
Sixth Avenue, 1290 Sixth Avenue, 620 6th Avenue, 111 Eighth Avenue, and Chelsea
Market. Jamestown also owns all or a portion of 125 High Street and One Federal
Street in Boston, Massachusetts, 4501 N. Fairfax in Arlington, Virginia, and 400
Post Street in San Francisco, California. In Atlanta and Cologne, Jamestown
employs over 90 individuals who specialize in acquisitions, asset and property
management, accounting, taxes, marketing and sales. Jamestown is a repeat client
of Deutsche Bank.
Macklowe has over 30 years of commercial real estate investment and development
experience, predominantly in New York City. Macklowe's investments include
office & apartment properties, land assemblages, and conversion of industrial
properties and loft buildings in Manhattan. Macklowe's substantial real estate
portfolio includes interests in such prestigious residential properties as 777
Sixth Avenue, 305 West 50th Street (Longacre House), 515 East 72nd Street
(RiverTerrace) and 420 East 54th Street (RiverTower) as well as interests in 12
commercial properties leased to many high quality tenants at well known
addresses such as the General Motors Building, 540 Madison Avenue, 400 Madison
Avenue, and 610 Broadway. In 2003, Deutsche Bank financed $1.15 billion of
Macklowe's $1.45 billion acquisition of the General Motors Building. Macklowe, a
repeat sponsor of a Deutsche Bank borrower, is also the sponsor of the Longacre
House loan, also an asset of the trust.
THE PROPERTY. The General Motors Building occupies a full city block bounded by
Fifth and Madison Avenues and 58th and 59th Streets in Midtown Manhattan's Plaza
District. The property consists of a central 50-story tower with north and south
flanking two-story wings containing approximately 1,709,037 sq. ft. of Class "A"
office space and 152,143 sq. ft. of prime retail/television studio space. The
property
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-33
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $109,000,000
GENERAL MOTORS BUILDING TMA DSCR: 2.38x
TMA LTV: 43.27%
- --------------------------------------------------------------------------------
also contains a 35,657 sq. ft. underground parking garage with over 135 spaces.
The property has an average rent of $71.78/sq.ft. (with current asking rents of
$75 to $125/sq. ft.), well above prevailing market averages. Several of the more
seasoned leases are significantly below the building average. The building has
exhibited an excellent tenant retention rate well above the market average, with
more than 50.0% of the building occupied by tenants that have been in occupancy
since the building's completion in 1968. Historically, the General Motors
Building has maintained an occupancy rate of over 98%. The General Motors
Building benefits from zoning restrictions that restrict building height for
buildings north of 58th Street. As a result, the property has views of Central
Park and the Upper Manhattan skyline.
The property offers tenants design flexibility through its center core floor
plates and generous column bays. The distinctive "hips" on the north and south
sides of the property allow for eight corner offices per floor and the large bay
windows provide maximum light and Central Park views from two sides of the
building. The use of the finest materials through out the property's common
areas, such as the expansive lobby's Greek marble walls, highlighted brass trim,
Vermont marble flooring and decorative ceiling provide an environment consistent
with the nature of the property and its location.
The property was built in 1968 to serve as General Motors' worldwide
headquarters and today houses the company's treasury office. The previous owners
of the property, Trump Organization and Conseco Insurance, purchased the
building in August 1998 from a joint venture that included The Simon Property
Group. Over the past five years, the previous building owners invested
substantial capital to: (i) create a new landscaped plaza on Fifth Avenue; (ii)
complete a new marble lobby area with expanded concierge facilities for tenants;
(iii) install fiber optics in the building; (iv) develop ground floor broadcast
facilities and (v) install a new state of the art security system.
The extensive improvements to the plaza area have added to the already
considerable pedestrian traffic off of Fifth Avenue and around Central Park. The
borrower has begun the expansion of the retail space at the property by building
a glass cube which will expand onto the promenade on the Fifth Avenue side of
the property and a two-story glass expansion of approximately 14,000 sq. ft. on
the Madison Avenue side of the building. See "Madison Avenue and Fifth Avenue
Retail Expansion" below.
The building's tenants benefit from efficient access to the property via
Manhattan's vast web of public transportation. Subway stops within close
proximity to the building include the N/R (Fifth Avenue at 59th Street), E/F
(Fifth Avenue at 53rd Street), 4/5/6 (Lexington and 59th Street) and the B/D/F/V
(Rockefeller Center). In addition, bus service runs along Fifth, Madison and
Sixth Avenues and 57th Street.
SIGNIFICANT TENANTS. The property is currently 96.3% occupied (excluding the
Madison Avenue and Fifth Avenue expansion spaces) by 33 office tenants and 6
retail tenants, with floor plates averaging approximately 37,000 sq. ft. Below
is a description of the building's three largest office tenants and two largest
retail tenants.
OFFICE:
WEIL, GOTSHAL & MANGES LLP (32.8% of NRA-Office; $47.75/sq. ft.; majority of
leases expire in 2019), is the property's largest tenant and has been in the
building since its construction in 1968. Founded in 1931 in New York, Weil,
Gotshal & Manges LLP ("Weil") is widely considered to be one of the premier
law firms in the world. Weil was awarded the "2004 Law Firm of the Year in
Western Europe: France" and the "2004 Law Firm of the Year in the United
States for Private Equity". The Weil space was custom designed and was most
recently renovated in 1990, though it is meticulously maintained. The General
Motors Building serves as Weil's worldwide headquarters, and its space
includes an executive conference and banquet level which features high
ceilings, a kitchen and separate environmental systems (this space was
originally General Motors' executive floor). Weil's current average space
utilization of 170 employees per floor is well above the building average of
117 and its rental rates are 45.21% below market.
ESTEE LAUDER (19.9% of NRA-Office; $84.18/sq. ft.; (S/M) A+ / A1; a majority
of leases expire in 2020) (NYSE: EL) the second largest tenant at the
property, and has maintained a worldwide reputation for innovation while
purveying stability in the production of high quality beauty products. Estee
Lauder ("Lauder") has maintained its global headquarters at the property
since completion in 1968. Lauder products are sold in over 130 countries and
territories under brand names, such as Estee Lauder, Clinique, Aramis,
Prescriptives, Origins, M.A.C., Bobbi Brown, La Mer, Aveda, Stila, Jo Malone,
Bumble and Bumble, Darphin, Rodan & Fields, and American Beauty and account
for nearly half of the world's upscale cosmetics sold. Lauder, which was
founded in New York in 1946 and employs 22,000 people worldwide, reported
2004 earnings from continuing operations of $375 million and sales of $5.79
billion - the 47th consecutive year annual sales have increased. In the
1990's, Lauder contributed significant capital to the refurbishment
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-34
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $109,000,000
GENERAL MOTORS BUILDING TMA DSCR: 2.38x
TMA LTV: 43.27%
- --------------------------------------------------------------------------------
of its space, including the 40th floor, which houses the executive management
offices, which was extravagantly decorated by Ms. Estee Lauder. In October
2012 there is a $10.00/sq. ft. rent step for the Estee Lauder space. After
renewing its lease in July 2003, Estee Lauder's rent averages $91.29 over its
lease term.
GENERAL MOTORS CORPORATION (6.1% of NRA-Office; $68.26/sq. ft.; (S/M/F) BB /
Baa3 / BB+; lease expires in 2010) (NYSE: GM) the third largest tenant at the
property is one of the world's leading industrial firms, manufacturing and
selling vehicles world-wide under the Chevrolet, Buick, Cadillac, Pontiac,
Saab, Saturn and GMC brands. The property was originally built in 1968 as
General Motors Corporation's worldwide headquarters and General Motors
Corporation currently occupies three full floors of office space for their
treasury office, legal, tax and operations, human resources and asset
management. The world's largest automotive manufacturer with a 15% global
market share, General Motors Corporation also produces products and provides
services ranging from satellite and wireless communication to financial
services. In 2003, General Motors Corporation sold nearly 8.6 million cars
and trucks. The space was renovated in the mid-1990's with stained wood and
glass accents. For the nine months ended March 31, 2005, revenues fell 4% to
approximately $45.77 billion. Net loss totaled $1.1 billion versus an income
of $1.21 billion.
Other prominent tenants at the property include Baron Capital ($105.20/sq. ft.),
Forstmann Little & Co. ($115.00/sq. ft.), Icahn Associates ($103.20/sq. ft.),
Thomas Lee Capital ($80.00/sq. ft.) and Perry Capital ($93.00/sq. ft.).
RETAIL:
F.A.O. SCHWARZ (49.8% of NRA-Retail; $68.10/sq. ft.; lease expires in 2012)
is one of the premier retail toy stores in the world. The F.A.O. Schwarz
("FAO") space benefits significantly from both tourism and its prime location
within one of the world's prime retail shopping corridors. FAO, the
building's fifth-largest tenant overall, is a specialty retailer of
developmental, educational and fun products for infants and children via its
FAO Schwarz and Right Start retail stores as well as through catalogs and the
internet. FAO filed for Chapter 11 bankruptcy protection in January 2003 and
re-emerged in April 2003. In December of 2003, FAO filed for bankruptcy again
and in January 2004, D.E. Shaw & Co. agreed to pay $41 million in cash for
the long-term lease in FAO's Las Vegas and New York stores, among other
things. FAO's flagship retail store has been located at the property since
November 1986 and reopened on Thanksgiving Day 2004.
CBS TELEVISION STUDIOS (21.3% of NRA-Retail; $47.19/sq. ft. (S/M/F) A- / A3 /
A-, lease expires in 2010) broadcasts "The Early Show" from the property. The
CBS facilities include viewing areas along 59th Street and the plaza, as well
as extensive TV production studios and a gourmet kitchen. The high profile
nature of The Early Show brings additional pedestrian traffic to the already
highly trafficked area. The studios are equipped with cutting edge
technological equipment housed beneath the 30 foot ceilings. In addition to
The Early Show, CBS, a wholly owned subsidiary of Viacom Inc., utilizes their
space as television studios for its NFL studio broadcasts, talk shows and
various soap opera productions. The estimated cost paid by the tenant for the
build out of the space was between $35 and $40 million.
THE MARKET. The General Motors Building is one of the centerpieces within the
heart of midtown Manhattan's prestigious Plaza District, occupying the entire
city block bounded by Madison and Fifth Avenues and 58th and 59th Streets. This
location is between many of New York's top residential and retail addresses and
its midtown office district. The location of the General Motors Building places
the property at a competitive advantage, both for the ground floor retail space
and above ground office space. The amenities surrounding the property, which
include top restaurants, hotels and retail such as The Four Seasons Hotel, The
Plaza Hotel, Tiffany & Co., Bergdorf Goodman, and Saks Fifth Avenue are an
attractive draw for prospective tenants. The building's ground floor retail
space benefits from the high volume of pedestrian traffic which visits the
building due to the property's location adjacent to Central Park and the CBS
Morning Show's "window-watching" capacity, and its frontage along the retail
Madison Avenue corridor.
The Plaza District has historically been one of the strongest subdistricts in
Manhattan, consistently maintaining lower vacancy rates and higher rents than
its competitive locales due to its premier location and high quality buildings.
This combination of quality construction, tenant prestige, Central Park views,
and location allow rents at the General Motors Building to receive a premium to
its competition. According to REIS, the 54.8 million sq. ft. Plaza submarket, at
the southern edge of Central Park, is the most expensive area in Manhattan, with
an average asking rent of $57.28/sq. ft. per third quarter 2004. Reis reports
concessions in the Plaza District average 3.4 months of free rent over the
average lease term of 8.9 years and vacancy rates at 9.2%. Additionally, rents
at the property have outpaced the general market by as much as $40.00 to
$60.00/sq. ft., as recently exhibited by Perry Capital's execution of a lease
for 74,061 sq. ft.
This term sheet does not contain all of the information set forth
in the Prospectus Supplement and the Prospectus for this transaction. The
information contained herein shall be deemed superseded in its entirety by the
information in the Prospectus Supplement and Prospectus.
B-35
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $109,000,000
GENERAL MOTORS BUILDING TMA DSCR: 2.38x
TMA LTV: 43.27%
- --------------------------------------------------------------------------------
on floors 19 and 20 with a term of 14-years and 5-months at an initial rate of
$93.00/sq. ft. In addition, York Capital executed a lease for 35,537 sq. ft. at
an initial rate of $95.00/sq. ft. Below is a schedule of recent leases signed at
the property:
- -------------------------------------------------------------------------------------------------------------------
RECENTLY EXECUTED LEASES
- -------------------------------------------------------------------------------------------------------------------
TENANT LEASE DATE FLOORS SF EXPIRATION LEASE RENT/SF
- -------------------------------------------------------------------------------------------------------------------
Perry Capital 8/1/2005 19 & 20 74,061 1/31/2020 $93.00
- -------------------------------------------------------------------------------------------------------------------
Bank of America 4/1/2005 7 36,137 3/31/2020 $87.00
- -------------------------------------------------------------------------------------------------------------------
York Capital 2/1/2005 17 35,537 7/15/2015 $95.00
- -------------------------------------------------------------------------------------------------------------------
Estee Lauder 1/1/2005 45 14,251 4/30/2006 $120.00
- -------------------------------------------------------------------------------------------------------------------
Icahn 1/1/2005 46 9,184 5/31/2012 $100.00
- -------------------------------------------------------------------------------------------------------------------
Ruane Cuniff 6/1/2004 47 6,150 5/31/2014 $110.00
- -------------------------------------------------------------------------------------------------------------------
MADISON AVENUE AND FIFTH AVENUE RETAIL EXPANSION. On the Fifth Avenue side of
the building, in the plaza area, the sponsors are building a modern glass cube
that houses a spiral walkway and a circular platform elevator leading down to
approximately 21,000 sq. ft. of sub-grade retail space. Apple Computer Inc.
("Apple") (NASD: "AAPL") has signed a letter of intent to occupy, for 10-years,
this retail space with an initial base rent of $2.8 million per annum
($132.29/sq. ft.). Additionally, the letter of intent provides that Apple will
pay percentage rent which is expected to generate additional income.
On the Madison Avenue side, the General Motors Building is set back from Madison
Avenue significantly farther than zoning regulations require. The sponsors are
developing 13,713 sq. ft. (inclusive of 2,885 sq. ft. of mezzanine space) of
prime Madison Avenue retail space in this extra area. The average ground floor
Madison Avenue retail market rate is expected to be approximately $700/sq. ft.
and the mezzanine retail space is expected to command at least $100/sq. ft.
Construction has commenced on the 5th Avenue and Madison Avenue retail space and
is expected to be complete by November/December of this year.
PROPERTY MANAGEMENT. Macklowe Management Co. Inc., an affiliate of the borrower.
CASH MANAGEMENT. The loan has been structured with an in-place cash management
system.
RESERVES. At closing, the borrower deposited approximately $70.5 million in a
tenant improvement and leasing commissions reserve ("TI/LC Reserve"), of which
$42.5 million is specifically allocated to the Madison and Fifth Avenue retail
expansion. The remaining $28 million is for additional tenant improvements and
leasing commissions. Additionally, the borrower deposited approximately $16.2
million into a reserve ("NOI Support Reserve") to provide credit enhancement for
the Perry Capital free rent period and rent associated with three vacant spaces
with leases either out for signature or in various stages of negotiation. Each
month, provided that there is no event of default (as such term is defined in
the loan documents), a monthly increment (as specified in the loan documents) of
the NOI Support Reserve, will be used to satisfy monthly payments due under the
loan, with any excess amounts released to the borrower. Each year, the borrower
is required to deposit $7 million into the NOI Support Reserve, until such time
that the termination conditions (including termination of the Perry Capital free
rent period and lease up of the vacant spaces above specified rent thresholds)
have been satisfied, at which time any remaining funds in the NOI Support
Reserve will be remitted to the borrower and no future deposits will be
required.
CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. The First Mortgage loan consists
of six pari passu A-Notes (two of which are trust fund assets) and a B-Note that
was certificated and issued as investment grade securities in the COMM 2005-LP5
securitization. In addition, equity owners of the borrower incurred mezzanine
debt from a Deutsche Bank affiliate, with an original aggregate balance of
$300,000,000, secured by pledges of equity interests in the borrower.
FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.
RELEASE PROVISIONS. None.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-36
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $109,000,000
GENERAL MOTORS BUILDING TMA DSCR: 2.38x
TMA LTV: 43.27%
- --------------------------------------------------------------------------------
THE GENERAL MOTORS BUILDING CAPITALIZATION
--------------- ---------------- |
$109 MILLION $605 MILLION |
SENIOR PARI PASSU |
COMPONENT DEBT |
LTV 43.3% LTV 43.3% |
RATED RATED |
(AA/A3/AA) (AA/A3/AA) | To be sold in
(S/M/F) (S/M/F) | conduit/fusion
--------------- ---------------- | securitizations
|
----------------------------------- |
$86 MILLION |
B NOTE |
LTV 48.5% |
(Baa3 to BBB-)(M/F) |
-----------------------------------
----------------------------------- |
$300 MILLION |
MEZZANINE DEBT | To be privately
LTV 66.7% | placed
----------------------------------- |
-----------------------------------
$20 MILLION
CASH EQUITY
-----------------------------------
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-37
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $109,000,000
GENERAL MOTORS BUILDING TMA DSCR: 2.38x
TMA LTV: 43.27%
- --------------------------------------------------------------------------------
[MAP OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-38
[THIS PAGE INTENTIONALLY LEFT BLANK]
B-39
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $85,000,000
LONGACRE HOUSE DSCR: 1.42x
LTV: 76.58%
- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-40
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $85,000,000
LONGACRE HOUSE DSCR: 1.42x
LTV: 76.58%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
- --------------------------------------------------------------------------------
LOAN SELLER: GACC
LOAN PURPOSE: Refinance
ORIGINAL BALANCE: $85,000,000
CUT-OFF BALANCE: $85,000,000
% BY INITIAL UPB: 3.72%
INTEREST RATE: 4.9950%
PAYMENT DATE: 1st of each month
FIRST PAYMENT DATE: September 1, 2005
MATURITY DATE: August 1, 2010
AMORTIZATION: Interest Only
CALL PROTECTION: Lockout for 24 months from securitization date,
then defeasance is permitted. On and after May 1,
2010, prepayment permitted without penalty.
SPONSOR: Macklowe Properties
BORROWER: Purcel Woodward and Ames, L.L.C.
ADDITIONAL FINANCING: None
LOCKBOX: Hard
INITIAL RESERVES: None
MONTHLY RESERVES: Tax: $344,018
Insurance: $19,677
Replacement: $5,005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
LOAN BALANCE / UNIT: $290,102
VALUE / UNIT: $378,839.59
LTV: 76.58%
BALLOON LTV: 76.58%
DSCR: 1.42x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO: Single Asset
PROPERTY TYPE: Class "A" multifamily
COLLATERAL: Fee simple interest in a 26-story 293 unit Class
"A" multifamily project with retail component and a
below grade parking garage with capacity for 63
vehicles.
LOCATION: New York, NY
YEAR BUILT / RENOVATED: 1997 / NA
PROPERTY MANAGEMENT: Macklowe Management Co. Inc. (a borrower affiliate)
OCCUPANCY (AS OF
6/30/2005): 99.66%
UNDERWRITTEN NET CASH FLOW: $6,125,349
APPRAISED VALUE: $111,000,000
APPRAISAL DATE: June 28, 2005
- --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
UNIT DESCRIPTION
- ---------------------------------------------------------------------------------------------------------------------
AVERAGE RENT MARKET RENT
UNIT TYPE NO. UNITS SF/UNIT (PER MONTH) (PER MONTH)(1)
- ---------------------------------------------------------------------------------------------------------------------
Studio 62 556 $2,268 $2,317
- ---------------------------------------------------------------------------------------------------------------------
Junior-One 16 625 2,386 2,604
- ---------------------------------------------------------------------------------------------------------------------
One Bedroom 176 681 2,773 2,838
- ---------------------------------------------------------------------------------------------------------------------
Junior-Four 16 1,031 3,536 4,296
- ---------------------------------------------------------------------------------------------------------------------
Two Bedroom 23 1,122 4,384 4,675
- ---------------------------------------------------------------------------------------------------------------------
TOTAL/WA: 293 705 $2,813 $2,938
- ---------------------------------------------------------------------------------------------------------------------
(1) Calculated based on a straight average of the comparable market rent ranges
on a weighted average for the number of units.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-41
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $85,000,000
LONGACRE HOUSE DSCR: 1.42x
LTV: 76.58%
- --------------------------------------------------------------------------------
THE LONGACRE HOUSE LOAN
THE LOAN. The Longacre House loan is a five-year interest only loan secured by a
first priority mortgage on the borrower's fee simple interest in a modern
26-story 293 unit Class "A" multifamily housing facility situated on the west
side of Eighth Avenue between West 50th and 51st Street in Manhattan. Based on
an appraised value of $111 million, the borrower has implied equity of $26
million in the property.
THE BORROWER. The borrower is a single-purpose, bankruptcy-remote entity for
which a non-consolidation opinion was obtained at closing. The borrower is
sponsored by MACKLOWE PROPERTIES ("Macklowe"). Macklowe has over 30 years of
commercial real estate investment and development experience, predominantly in
New York City. Macklowe's investments include office and apartment properties,
land assemblages, in addition to the conversion of industrial properties into
loft buildings in Manhattan. Macklowe's substantial real estate portfolio
includes interests in such prestigious assets as 777 Sixth Avenue, 515 East 72nd
Street (River Terrace) and 420 East 54th Street (River Tower) as well as
interests in 12 commercial properties leased to many high quality tenants at
well known Manhattan addresses, including the General Motors Building, 125 West
55th Street, 540 Madison Avenue, 400 Madison Avenue and 610 Broadway. Macklowe
is a repeat sponsor of a Deutsche Bank Borrower and one of the sponsors of the
General Motors Building Loan, also an asset of the trust.
THE PROPERTY. The property is comprised of a 26-story apartment building with
293 units totaling 232,284 sq. ft., a 63-space parking garage and an above grade
retail component comprised of 26,806 sq. ft. Macklowe developed and constructed
the property in 1997. The property is currently 99.7% occupied with historical
occupancy levels of at least 95.0%.
The property was constructed in 1997 and contains 62 studio units with an
average of 556 sq. ft. of living space, 16 junior-one units with an average of
625 sq. ft. of living space, 176 one bedroom units with an average of 681 sq.
ft. of living space, 16 junior-four units with an average of 1,031 sq. ft. of
living space and 23 two bedroom units with an average of 1,122 sq. ft. of living
space. All apartments feature hardwood, carpet and tile flooring, high-end
General Electric appliances including refrigerator, stove, dishwasher, and
microwave. Many of the units offer two exposures and some units have individual
private terraces. Building amenities include a 24-hour doorman concierge,
full-service laundry facilities, a 24-hour tenant only fitness center, sundeck,
valet services, pre-wired DirecTV and cable TV, and high speed internet access.
The 50th Street subway station is located within the building. The Longacre
House's excellent location offers close proximity to Times Square, the Theatre
District, Columbus Circle, the AOLTime Warner Center, Central Park, Rockefeller
Center and the Midtown Office Market.
- --------------------------------------------------------------------------------
RETAIL TENANTS
- --------------------------------------------------------------------------------
TENANT NRSF % NRSF RENT/SQ. FT. LEASE EXPIRATION
- --------------------------------------------------------------------------------
Rite Aid Corp. 8,758 3.8% $67.00 3/15/2009
- --------------------------------------------------------------------------------
Blockbuster Corp. 3,800 1.6% $68.00 4/15/2009
- --------------------------------------------------------------------------------
The two major retail tenants at the property are Rite Aid and Blockbuster Video.
Rite Aid is a retail drugstore that sells prescription drugs, in addition to
nonprescription medications, health and beauty aids and cosmetics. Blockbuster
Video provides in-home rental and retail movie and game entertainment. Rite Aid
has two 5-year renewal options and Blockbuster Video has one 5-year renewal
option. Other tenants at the building are 305 West 50th Garage LLC and Ocasio
Valet.
THE MARKET. The property is located in the Midtown West neighborhood of
Manhattan. The area is bordered by the Upper West Side to the north, and by
Chelsea to the south. The eastern side of Midtown West adjoins the Midtown
Office District, which is dominated by Rockefeller Center, Times Square and the
Theatre District. According to REIS, in the first quarter 2005, the Manhattan
residential market had an average asking rent of $2,291, whereas the average
rental rate at the property is $2,813 per month, 22.8% above the average
Manhattan residential market asking rent. The average multifamily vacancy rate
in the first quarter of 2005 for New York City remained in the low 3.0% range,
down from the 4.0% rate recorded in 2003. REIS reported 980 units of new supply
delivered to the New York City market in the fourth quarter 2004, bringing the
total annual delivery for 2004 to 2,360 units. The total absorption for the
Manhattan residential market in 2004 was 3,119 units, a respectable number
considering that condo/homeownership, which has recently been bolstered by low
interest rates and a soft dollar, has been on the rise. Concessions in the New
York market are virtually nonexistent, resulting in a narrow gap between ask and
take prices.
The recent sale of The Aston, a luxury apartment tower in Manhattan, with a
contract price of $195 million, believed to be the highest price ever paid for a
residential building in the United States on a per-unit basis. It has been
reported that Archstone-Smith, an Englewood, Colo. REIT, has agreed to pay about
$800,000/unit for the 38-story tower at 800 Sixth Ave. at 27th Street, which
results in a price of approximately $1,000/sq.ft. To illustrate the New York
City market, below is a survey for the first quarter of 2005 of Manhattan Co-Op
and Condo Sales, provided by Prudential Douglas Elliman.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-42
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $85,000,000
LONGACRE HOUSE DSCR: 1.42x
LTV: 76.58%
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
1Q 2005 - DOUGLAS ELLIMAN REPORT
- -------------------------------------------------------------------------------------------------------------------
MANHATTAN APARTMENT MARKET 1Q2005 % CHANGE 4Q2004 % CHANGE
- -------------------------------------------------------------------------------------------------------------------
Average Sales Price $1,214,379 23.0% $987,257 25.7%
- -------------------------------------------------------------------------------------------------------------------
Average Price per Sq. Ft. $910 16.7% $780 28.0%
- -------------------------------------------------------------------------------------------------------------------
Median Sales Price $705,000 16.5% $605,000 18.5%
- -------------------------------------------------------------------------------------------------------------------
Number of Sales 2,028 -6.2% 2,161 5.8%
- -------------------------------------------------------------------------------------------------------------------
Days on Market (From Last List Date) 94 -2.1% 96 -4.1%
- -------------------------------------------------------------------------------------------------------------------
Listing Discount (From Last List Date) 1.40% 1.50%
- -------------------------------------------------------------------------------------------------------------------
Listing Inventory 4,327 10.3% 3,922 0.7%
- -------------------------------------------------------------------------------------------------------------------
In addition to its association with the theatre and the arts, the Midtown West
location has emerged as one of Midtown's premier location for entertainment,
finance, and business services. Times Square now boasts approximately 2.7
million sq. ft. occupied by entertainment, publishing and media firms, 1.7
million sq. ft. occupied by financial firms and 1.6 million sq. ft. occupied by
law firms.
According to REIS, the Midtown West residential market area contains
approximately 18,082 units and commands an average rent of $2,931 per month. As
of the first quarter of 2005, the average rent per month at the property is 4.0%
below the average rent per month for the Midtown West submarket. Recent
additions to supply in the Midtown West submarket include a 24-unit, a 43-unit
and a 45-unit building. The chart below shows sales information for comparable
buildings.
- ------------------------------------------------------------------------------------------------------------------------
COMPARABLE APARTMENT SALES
- ------------------------------------------------------------------------------------------------------------------------
OCCUPANCY AT
PROPERTY LOCATION DATE SALE PRICE YEAR BUILT NO. OF UNITS PRICE PER UNIT SALE
- ------------------------------------------------------------------------------------------------------------------------
71 Broadway Nov-2004 $99,700,000 1900 237 $420,675 95%+
- ------------------------------------------------------------------------------------------------------------------------
Hudson Crossing Jul-2004 $93,100,000 2003 258 $360,853 95%+
- ------------------------------------------------------------------------------------------------------------------------
The Sonoma Feb-2004 $126,000,000 2001 254 $496,063 95%+
- ------------------------------------------------------------------------------------------------------------------------
Theatre Row Tower Nov-2003 $108,000,000 2001 264 $409,091 100%
- ------------------------------------------------------------------------------------------------------------------------
The Chelsea Nov-2003 $93,000,000 1987 204 $455,882 100%
- ------------------------------------------------------------------------------------------------------------------------
Built in 1997 and supported by an occupancy rate of 99.7%, the Longacre House
compares favorably to similar properties of its kind with a $290,102 price/unit.
PROPERTY MANAGEMENT. The property is managed by Macklowe Management Co. Inc. an
affiliate of the borrower.
CASH MANAGEMENT. The loan has been structured with in-place cash management.
CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. None.
FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. None permitted.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-43
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $85,000,000
LONGACRE HOUSE DSCR: 1.42x
LTV: 76.58%
- --------------------------------------------------------------------------------
[MAP OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-44
[THIS PAGE INTENTIONALLY LEFT BLANK]
B-45
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $71,010,000
ONE COLORADO SHOPPING CENTER DSCR: 1.33X
LTV: 64.55%
- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-46
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $71,010,000
ONE COLORADO SHOPPING CENTER DSCR: 1.33X
LTV: 64.55%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
LOAN SELLER: GMACCM
LOAN PURPOSE: Refinance
ORIGINAL BALANCE: $71,010,000
CUT-OFF BALANCE: $71,010,000
% BY INITIAL UPB: 3.11%
INTEREST RATE: 5.10%
PAYMENT DATE: 1st of the month
FIRST PAYMENT DATE: September 1, 2005
MATURITY DATE: August 1, 2015
AMORTIZATION: Interest only from September 1, 2005 through and
including August 1, 2007; thereafter, monthly
amortization on a 30-year schedule
CALL PROTECTION: Lockout for 24 months from securitization date,
then defeasance is permitted. On and after April 1,
2015, prepayment can be made without penalty.
SPONSOR: David B. Friedman and Michael Katz
BORROWER: One Colorado Investments LLC
ADDITIONAL FINANCING: None
LOCKBOX: Hard
INITIAL RESERVES: Tax: $246,765
Insurance: $54,554
MONTHLY RESERVES: Tax: $61,691
Replacement: $3,258(1)
TI/LC: $27,691(2)
- --------------------------------------------------------------------------------
(1) Replacement Reserves are capped at $78,000.
(2) TI/LC Reserves are capped at $850,000.
- --------------------------------------------------------------------------------
FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
LOAN BALANCE / SQ. FT.: $272.47
BALLOON BALANCE / SQ. FT.: $236.36
LTV: 64.55%
BALLOON LTV: 56.00%
DSCR: 1.33x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO: Single Asset
PROPERTY TYPE: Mixed use (Retail/Office)
COLLATERAL: Fee Simple
LOCATION: Pasadena, California
YEAR BUILT / RENOVATED: Late 1800's-early 1900's / 1992
COLLATERAL SQ. FT.: 260,619
PROPERTY MANAGEMENT: Trident Group, Inc. (a borrower affiliate)
OCCUPANCY (AS OF 7/1/05): 99.27%
UNDERWRITTEN
NET CASH FLOW: $6,154,380
APPRAISED VALUE: $110,000,000
APPRAISAL DATE: May 2, 2005
- --------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MAJOR TENANTS
- -----------------------------------------------------------------------------------------------------------------------
WEIGHTED AVG LEASE RATINGS
TENANT NRSF % NRSF % GPR RENT/SQ. FT. EXPIRATION (S/F/M)
- -----------------------------------------------------------------------------------------------------------------------
Crate and Barrel 44,518 17.08% 11.22% $16.28 1/31/09 NR
- -----------------------------------------------------------------------------------------------------------------------
Laemmle's One Colorado 33,000 12.66 7.43 14.54 10/31/08 NR
- -----------------------------------------------------------------------------------------------------------------------
SW Bell Yellow Pages 19,650 7.54 7.09 23.32 7/31/09 A/A+/A2
- -----------------------------------------------------------------------------------------------------------------------
Il Fornaio(1) 15,975 6.13 3.46 13.98 1/20/13 NR
- -----------------------------------------------------------------------------------------------------------------------
The Gap 15,279 5.86 5.99 25.32 11/30/07 BBB-/BBB-/Baa3
- -----------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE: 128,422 49.28% 35.17% $17.70 - -
- -----------------------------------------------------------------------------------------------------------------------
(1) 12,500 sq. ft.expires January 12, 2013.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-47
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $71,010,000
ONE COLORADO SHOPPING CENTER DSCR: 1.33X
LTV: 64.55%
- --------------------------------------------------------------------------------
ONE COLORADO SHOPPING CENTER
THE LOAN. The One Colorado Shopping Center Loan is a ten year loan that provides
for monthly payments of interest-only for the first two years and thereafter,
for monthly payments of principal and interest. The loan is secured by a
mortgage on the borrower's fee simple interest in retail and office buildings
located in Pasadena, California.
THE BORROWER. The borrower is One Colorado Investments LLC, a special purpose,
bankruptcy-remote entity, which is required under its loan documents to have an
independent director and for which a non-consolidation opinion was obtained at
closing, sponsored by David B. Friedman and Michael Katz.
THE PROPERTY. The property consists of nineteen retail and office buildings and
a seven-level parking structure that also contains retail and office space. The
property contains 260,619 NRSF located on two parcels of land totaling 2.9
acres. Improvements were initially constructed in the late 1800's-early 1900's
and placed into its current use in 1985. In 1991-92, the subject was completely
renovated and the buildings underwent comprehensive structural and seismic
upgrades.
SIGNIFICANT TENANTS. As of July 1, 2005, the property was 99.27% occupied. The
tenant mix is comprised of retail (50%); non-retail oriented office (22%),
restaurant (11%) and Laemmle's theater (13%). Major retail tenants include The
Gap, Armani Exchange, Crate & Barrel, J. Crew, and Victoria's Secret.
THE MARKET. According to the appraisal performed by Cushman & Wakefield of
California on May 2, 2005 (the "Appraisal"), the property is located in the City
of Pasadena in the Los Angeles-Long Beach Primary Metropolitan Statistical Area,
more specifically, the retail section in the center of Old Town Pasadena. The
Appraisal further noted that Pasadena comprises an established mix of
residential communities with significant commercial development and that it is
the home of the Rose Bowl, the Jet Propulsion Laboratory, California Institute
of Technology and host of the annual Tournament of Roses Parade. According to
the Appraisal, Old Pasadena retail rents range from $51 to $72/sq. ft. annually
(NNN) and office rents range from $24 to $28/sq. ft. annually. With respect to
vacancy the Appraisal concluded that the retail vacancy rate for the Pasadena
submarket is 1.7% and the office vacancy rate is 8.6%. The subject's current
average retail rent is $31.60/sq. ft. which is less than the market rent stated
in the Appraisal due to long term tenants with fixed rate rental agreements. The
subject's current average office rent is $23.28/sq. ft.
PROPERTY MANAGEMENT. The property is managed by the Trident Group, Inc., an
affiliate of the borrower.
CASH MANAGEMENT. Provided no event of default exists under the mortgage loan,
the borrower has access to the funds deposited in the lockbox account. Upon the
occurrence of an event of default under the mortgage loan, all funds deposited
in the lockbox account are controlled by the lender.
RESERVES. At origination, the borrower made an initial deposit into a reserve
account for payment of insurance premiums in the amount of $54,554 and for the
payment of real estate taxes in the amount of $246,765. The mortgage loan
requires the borrower to make monthly deposits into such reserve account in an
amount equal to 1/12 of the estimated real estate taxes.
The mortgage loan requires the borrower to make monthly deposits for
replacements into a replacement reserve account in an amount equal to $3,258 per
month, but only to the extent that the funds in such account do not exceed
$78,000. The mortgage loan also provides that based upon lender inspections of
the property the lender may increase the monthly deposit amount into the
replacement reserve account.
The mortgage loan requires the borrower to make monthly deposits into a reserve
account for tenant improvements and leasing commissions in an amount equal to
$27,691, but only to the extent that the funds in such account do not exceed
$850,000.
CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. None.
FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not Permitted.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-48
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $71,010,000
ONE COLORADO SHOPPING CENTER DSCR: 1.33X
LTV: 64.55%
- --------------------------------------------------------------------------------
[MAP OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-49
[THIS PAGE INTENTIONALLY LEFT BLANK]
B-50
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $65,000,000
LOEWS UNIVERSAL HOTEL PORTFOLIO TMA DSCR: 3.61x
TMA LTV: 52.84%
- --------------------------------------------------------------------------------
[PHOTO OMITTED]
PORTOFINO BAY HOTEL
[PHOTO OMITTED]
HARD ROCK HOTEL
[PHOTO OMITTED]
ROYAL PACIFIC HOTEL
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-51
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $65,000,000
LOEWS UNIVERSAL HOTEL PORTFOLIO TMA DSCR: 3.61x
TMA LTV: 52.84%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
- --------------------------------------------------------------------------------
LOAN SELLER: GACC
LOAN PURPOSE: Refinance
ORIGINAL TMA BALANCE: $65,000,000(1)
CUT-OFF TMA BALANCE: $65,000,000(1)
% BY INITIAL UPB: 2.84%
INTEREST RATE: 4.7250%
SHADOW RATING (S/M): BBB+/Baa3
PAYMENT DATE: 1st of each month
FIRST PAYMENT DATE: August 1, 2005
MATURITY DATE: July 1, 2015
AMORTIZATION: Interest Only
CALL PROTECTION: Lockout for 24 months from the date of
securitization of the last pari passu portion, then
defeasance is permitted. On and after April 1,
2015, prepayment permitted on any payment date
without penalty.
SPONSOR: Loews Corporation (50%), NBC Universal (25%) and
The Rank Group PLC (25%)
BORROWER: UCF Hotel Venture
PARI PASSU DEBT: $335,000,000(1)
B-NOTE BALANCE: $50,000,000(1)
LOCKBOX: None(2)
INITIAL RESERVES: None(3)
MONTHLY RESERVES: None(3)
- --------------------------------------------------------------------------------
(1) The total financing amount of the Loews Universal Portfolio Loan is
$450,000,000 (the "Whole Loan") consisting of five A-Notes totaling
$400,000,000 ("Senior Loan") and two $25,000,000 pari passu B-Notes (the
"B-Note"). The loan was co-originated by German American Capital
Corporation and JPMorgan Chase Bank N.A. The $65,000,000 A-1 Note is
included in the Trust. A $100,000,000 A-4 Note was included in the JPMCC
2005-CIBC12 trust. The B-Note was certificated and issued as part of the
JPMCC 2005-CIBC12 trust.
(2) Upon the occurrence of: (i) an event of default (as such term is defined in
the loan documents) or (ii) DSCR below 1.35x for two consecutive calendar
quarters (each, a "Lockbox Event"), all funds are required to be deposited
into a lender controlled account.
(3) See "Reserves" below.
- --------------------------------------------------------------------------------
FINANCIAL INFORMATION(1)
- --------------------------------------------------------------------------------
SENIOR WHOLE
LOAN LOAN
------------- -------------
LOAN BALANCE: $400,000,000 $450,000,000
LOAN BALANCE / KEY: $166,666.67 $187,500.00
LTV: 52.84% 59.45%
BALLOON LTV: 52.84% 59.45%
DSCR: 3.61x 3.15x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO: Portfolio
PROPERTY TYPE: Full Service Resort Hotel
COLLATERAL: Leasehold
LOCATION: Orlando, Florida
YEAR BUILT / RENOVATED: Portofino Hotel 1999 / NA
Hard Rock Hotel 2001 / NA
Royal Pacific Hotel 2002 / NA
NO. OF KEYS: 2,400
PROPERTY MANAGEMENT: Loews Orlando Operating Company, Inc. (a borrower
affiliate)
OCCUPANCY (AS OF 05/31/05): 82.7%
UNDERWRITTEN
NET CASH FLOW: $69,251,953
APPRAISED VALUE: $757,000,000
APPRAISAL DATE: April 1, 2005
- --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
PORTFOLIO SUMMARY
- ---------------------------------------------------------------------------------------------------------------
APPRAISED ALLOCATED ALLOCATED
KEYS YEAR BUILT VALUE LOAN AMOUNT AMOUNT/KEY(1)
- ---------------------------------------------------------------------------------------------------------------
Portofino Bay Hotel 750 1999 $280,000,000 $26,288,889 $215,704
- ---------------------------------------------------------------------------------------------------------------
Royal Pacific Hotel 1,000 2002 261,000,000 22,100,000 136,000
- ---------------------------------------------------------------------------------------------------------------
Hard Rock Hotel 650 2001 216,000,000 16,611,111 157,265
- ---------------------------------------------------------------------------------------------------------------
TOTAL/WA: 2,400 $757,000,000 $65,000,000 $166,667
- ---------------------------------------------------------------------------------------------------------------
(1) Based on Senior Loan amount.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-52
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $65,000,000
LOEWS UNIVERSAL HOTEL PORTFOLIO TMA DSCR: 3.61x
TMA LTV: 52.84%
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL PROPERTY HISTORICAL OPERATING STATISTICS
- ----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OCCUPANCY ADR REVPAR
- ----------------------------------------------------------------------------------------------------------------------------------
2003 2004 TTM(1) 2003 2004 TTM(1) 2003 2004 TTM(1)
- ----------------------------------------------------------------------------------------------------------------------------------
Portofino Bay Hotel 73.9% 77.9% 78.8% $196.66 $214.36 $223.51 $145.30 $167.02 $176.23
- ----------------------------------------------------------------------------------------------------------------------------------
Royal Pacific Hotel 79.7 84.5 84.2 152.51 161.89 169.87 121.58 136.79 143.07
- ----------------------------------------------------------------------------------------------------------------------------------
Hard Rock Hotel 80.9 84.1 85.0 186.28 206.20 215.64 150.70 173.47 183.20
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WA: 78.2% 82.3% 82.7% $175.00 $189.67 $198.57 $136.88 $156.17 $164.30
- ----------------------------------------------------------------------------------------------------------------------------------
(1) Trailing 12 months numbers through May 31, 2005.
THE LOEWS UNIVERSAL PORTFOLIO LOAN
THE LOAN. The Loews Universal Portfolio loan is a 10-year, interest-only loan
secured by a first priority mortgage on the borrower's leasehold interest in
three full-service hotels (Portofino Bay, Hard Rock, and Royal Pacific) composed
of 2,400 rooms. The Loews Universal Hotel Portfolio is located adjacent to the
Universal Theme Park at Universal Orlando approximately nine miles southwest of
downtown Orlando, Florida. Based on the appraised value of $757,000,000, there
is $307,000,000 of implied equity in the property.
The loan was co-originated by German American Capital Corporation and JPMorgan
Chase Bank, N.A. The $400 million senior A-Note is split into five pari passu
notes. The $65 million A-1 note is included in the trust. The $100,000,000 A-4
Note and two $25,000,000 pari passu B-Notes were sold into the JPMCC 2005-CIBC12
trust.
THE BORROWER. The borrower is UCF Hotel Venture, a single-purpose,
bankruptcy-remote entity for which a non-consolidation opinion was obtained at
closing. The controlling equity owners of the borrower have an independent
director. The borrower, UCF Hotel Venture, is a joint venture between LOEWS
HOTEL GROUP (50%), NBC UNIVERSAL (25%), and THE RANK GROUP (25%).
Loews Hotels Group ("Loews") is a wholly-owned subsidiary of the Loews
Corporation (NYSE: LTR; rated `'A" by S&P, `'Baa1" by Moody's, and `'A-" by
Fitch). Headquartered in New York City, Loews offers distinctive hotels in most
major markets in the United States and Canada. In addition to the property,
Loews destinations include the cities of New York, Chicago, Denver, Los Angeles,
Nashville, Philadelphia, Washington, D.C., Annapolis, New Orleans, Montreal, and
Quebec City, as well as vacation destinations such as Miami Beach, Tucson,
Arizona, St. Pete Beach, Florida and California's Coronado Island. Loews caters
to discerning business and leisure travelers and is host to numerous business,
political and industry association events. Loews is a repeat sponsor of a
Deutsche Bank borrower.
NBC Universal is a media and entertainment company involved in the development,
production, and marketing of entertainment, news and information. NBC Universal
is 80% owned by General Electric Company ("GE"), with 20% controlled by Vivendi
Universal Entertainment. (GE (NYSE: "GE") is rated "AAA" by S&P and "Aaa" by
Moody's and Vivendi Universal Entertainment (NYSE:" V") is rated "BBB-" by S&P,
"Baa3" by Moody's and "BBB" by Fitch). Formed in May 2004 through the merger of
NBC and Vivendi Universal Entertainment, NBC Universal owns and operates a
television network, a Spanish-language network, a portfolio of news and
entertainment networks, a motion picture company, television production
operations, a television station group, and various theme parks.
The Rank Group PLC ("Rank") (NASDAQ: RANK; URL: WWW.RANK.COM) is one of the
United Kingdom's leading leisure & entertainment companies and an international
provider of services to the film industry (Rank is rated "BBB-" by S&P, "Baa3"
by Moody's and "BB+" by Fitch). Rank employs over 20,000 people worldwide, and
has more than 3 million members in its United Kingdom gaming businesses. Rank's
affiliated companies include Hard Rock Cafe International, Inc., Hard Rock
Casinos, Deluxe Entertainment Services, Inc., Grosevenor Casinos, Rank Leisure
Machine Services, and Mecca Bingo.
THE PROPERTY. The Loews Universal Hotel Portfolio loan is secured by the
following three hotels, each located adjacent to the grounds of the Universal
Studios theme park at Universal Orlando in the Orlando, Florida area:
PORTOFINO BAY HOTEL - ($26.28 million allocated loan amount (40.4% of
portfolio)) consists of a full service resort hotel with 750 rooms on six
stories, located across from the Hard Rock Hotel (also part of the
collateral) in Orlando, Florida. The layout and design of the Portofino Bay
Hotel is inspired by the quaint Ligurian fishing village in Italy that became
a coveted getaway for Europe's rich and famous. The focal point of the
property is the piazza and the harbor. The Portofino Bay Hotel features a
main building with three wings: the Villa wing, the East wing, and the West
wing. The main building houses the lobby, guest registration, meeting space,
and
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-53
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $65,000,000
LOEWS UNIVERSAL HOTEL PORTFOLIO TMA DSCR: 3.61x
TMA LTV: 52.84%
- --------------------------------------------------------------------------------
administrative offices (the lobby's design provides a statement of the high
quality and elegance of the entire resort by offering a memorable and
inviting view of the landscape and waterscape) while the East, West and Villa
wings contain only guestrooms. The property features eight restaurants and
bars, spread out across the expansive property, and approximately 42,000 sq.
ft. of meeting space located in the lobby and the first floor of the
Portofino Bay Hotel. Hotel amenities include a business center, six food and
beverage outlets, two outdoor swimming pools, one outdoor themed swimming
pool, a 12,300 sq. ft. fitness center and full-service spa, upscale shops and
a babysitting / children's camp. Recreational amenities include water taxi
transportation, early admission to the theme park, Universal Express access
to theme park attractions and priority seating at restaurants.
GENERAL FACTS:
AAA Rating: [][][][]
Construction completed: September 1999
Keys: 750, including 45 suites
Meeting Space: 42,000 sq. ft.
Restaurants & lounges: Eight
AWARDS:
o AAA Four Diamond Award
o Meetings & Conventions Magazine 2001, 2002, & 2003 Golden Key Award
(selected by meeting planners)
o Corporate & Incentive Travel Magazine 2000, 2001, & 2002 Award of
Excellence (selected by meeting planners)
o Conde Nast Traveler 2001 & 2003 Gold List Issue, "World's Best Place To
Stay"
o Resorts & Great Hotels Connoisseur's Choice, the Connoisseur's Guide to
the World's Best 2001
o Zagat Survey - Rated "extraordinary" and tied for #1 in Central Florida
for 2001 - 2004
ROYAL PACIFIC HOTEL - ($22.10 million allocated loan amount (34.0% of
portfolio)) consists of a convention resort hotel with 1,000 rooms in
Orlando, Florida. The character of the Royal Pacific Hotel was inspired by
the South Pacific islands charm during the golden age of travel, the 1930's,
when island-hopping the South Pacific was an once-in-a-lifetime adventure.
The layout of property features one, three-story (two-level) main building,
attached to three, seven-story guestroom wings and one single-story
convention center building. Hotel amenities include a full service business
center, five food and beverage outlets, an activity center, a themed outdoor
swimming pool with a sand beach, and a fitness center. The single-story
convention center contains approximately 85,000 sq. ft. of meeting space and
houses all meetings and functions. Guests also have access to the spa and
fitness center located in the Portofino Bay Hotel.
GENERAL FACTS:
AAA Rating: [][][][]
Construction completed: May 2002
Total Keys: 1,000, including 51 suites
Meeting Space: 85,000 sq. ft.
Restaurants & lounges: Five in total, which include Emeril's Tchoup Chop,
Emack & Bolio's and Wantilan Luau.
AWARDS:
o AAA Four Diamond Award
HARD ROCK HOTEL - ($16.61 million allocated loan amount (25.6% of portfolio))
consists of a full service resort hotel with 650 rooms, designed in a
"California Mission" architectural style in Orlando, Florida. The Hard Rock
Hotel provides an ideal combination of "funk" and functionality, with lively
music-filled areas, as well as Hard Rock memorabilia which includes over $1
million worth of rock `n' roll memorabilia displayed throughout the hotel.
Upon entering the property, guests are faced with a lavish fountain made of
42 bronze Gibson and Fender guitars. The property consists of one main
building structure spread out over six different wings. The Palm Restaurant
is located north of the lobby area and the Hard Rock merchandise store is
located just south of the concierge desk. Hotel amenities include five food
and beverage outlets, two outdoor swimming pools with a 260 ft. pool slide
and rentable cabanas, one outdoor themed swimming pool, luxury shops and
children's center. Guests of the Hard Rock Hotel have access to the spa and
fitness center located at the Portofino Bay Hotel.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-54
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $65,000,000
LOEWS UNIVERSAL HOTEL PORTFOLIO TMA DSCR: 3.61x
TMA LTV: 52.84%
- --------------------------------------------------------------------------------
GENERAL FACTS:
AAA Rating: [][][][]
Construction completed: January 2001
Total Keys: 650, including 29 suites
Meeting Space: 6,000 sq. ft. and 140,000 sq. ft. at the Hard Rock Cafe and
Hard Rock Live
Restaurants & lounges: Five, including the Palm Restaurant and Emack and
Bolios
AWARDS:
o AAA Four Diamond Award
o Conde Nast Traveler magazine's 2005 Gold List of "World's Best Places to
Stay"
THE MARKET: The Portofino Bay Hotel, the Hard Rock Hotel, and the Royal Pacific
Hotel are located adjacent to the Universal Theme Park at Universal Orlando in
Orlando, Florida, approximately nine miles southwest of Downtown Orlando and
northeast of Walt Disney World. In addition to the Universal Theme Park, the
Orange County Convention Center and International Drive are demand generators in
the area. The properties are accessible from a variety of local, county, state,
and interstate highways, including Interstate 4, the Bee Line Expressway,
International Drive, and the Florida Turnpike. Interstate 4 is a six-lane
divided highway that traverses the State of Florida and can be accessed less
than one mile west of the properties. The Bee Line Expressway, located three
miles from the properties, serves as a link between Universal Orlando and the
Walt Disney World attraction and the Orlando International Airport. The
Universal Theme Park is located approximately two miles south of the junction of
the Florida Turnpike and Interstate 4, a major intersection in the Orlando
metropolitan area.
Over the past three decades, the Orlando market has consistently been one of the
fastest growing metropolitan areas in the nation. Orlando's annual population
growth has consistently outpaced national averages. Orlando, with a population
of over 1.8 million, is among the 30 largest metropolitan areas in the nation.
Below are stats on the Orlando MSA. Orlando is known as a major tourist
destination due primarily to the Walt Disney World and Universal Studios theme
parks. Universal Studios is the second largest tourist attraction in the Orlando
metropolitan area and is only one component of an 838-acre master planned resort
development, known as Universal Studios Escape. Over the past 10 years, the
average annual compounded growth in attendance at Universal Orlando has been
5.4%, the highest growth over both a 10-year and five-year period in comparison
to the top three tourist attractions in the Orlando market. In 2004, Universal
Theme parks experienced 13 million in attendance.
Due to Orlando's status as an international tourist destination, fluctuations in
tourist demand have historically affected the overall economic health of the
area. Over the past decade, however, there has been a concerted effort to
diversify the area's economy. Total visitor traffic has increased at an annual
compounded growth rate of 4.7% per year from 1993 to 2003. The average household
income in the Orlando metropolitan area is $61,000.
Following the events of September 11, 2001 the United States hospitality sector
experienced a slowdown in 2002 and 2003. Orlando, an air travel dependent
tourist destination, experienced declines in Revenue Per Available Room
("RevPAR") in 2002 into 2003. As a result of this slowdown, the construction of
new properties slowed to historic lows in Orlando. With the recovery of the
United States economy in 2004 and increased domestic and international travel to
destinations such as Orlando, hotel performance rebounded in 2004. According to
Smith Travel Research, average RevPAR for hotels in Orlando was up 17.0% in 2004
as compared to 2003 levels (the properties experience as 16.8% increase over the
same period). The growth trend continued in 2005, with RevPAR increasing 10.9%
for the first five months of the year as compared to the same period in 2004.
The Loews Universal Hotel Portfolio properties experienced an 11.7% increase in
RevPAR in the first five months of 2005 compared with the same period in 2004
with net operating income increasing 9.6%.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-55
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $65,000,000
LOEWS UNIVERSAL HOTEL PORTFOLIO TMA DSCR: 3.61x
TMA LTV: 52.84%
- --------------------------------------------------------------------------------
PROPERTY MANAGEMENT. Loews Orlando Operating Company, Inc., an affiliate of the
borrower.
CASH MANAGEMENT. The loan has been structured with springing cash management
upon the occurrence of a Lockbox Event.
RESERVES. During the continuation of a Lockbox Event, monthly reserves will be
collected for: (i) taxes and insurance, (ii) debt service, (iii) FF&E, (iv)
ground lease payment, (v) management fee, and (vi) fees due under the Hard Rock
license agreement.
CURRENT MEZZANINE OR SUBORDINATE DEBT. The First Mortgage loan consists of five
pari passu A-Notes (one of which is a trust fund asset) and a B-Note in the
amount of $50,000,000 that was certificated and issued as securities in the
JPMCC 2005-CIBC12 securitization.
FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Sponsors of the borrower are
permitted to incur mezzanine indebtedness in an amount not to exceed $50,000,000
subject to certain conditions in the loan documents that include, but are not
limited to: (i) the DSCR of the total combined debt shall be greater than or
equal to 110% of the DSCR as of the closing date of the loan and (ii) the LTV
ratio for the total combined debt is not greater than 55% of the LTV as
determined by a new appraisal obtained by the lender.
PARTIAL RELEASE PROVISIONS. The loan documents permit the partial defeasance and
release of each of the three individual hotel properties upon the payment of a
release price equal to 110% of the allocated loan amount for such hotel property
(based on the Whole Loan) and the satisfaction of conditions specified in the
loan documents.
GROUND LEASES. The collateral for the loan consists primarily of the borrower's
leasehold interest in the three hotel properties. The ground leases expire June
12, 2098 and contain standard lender protections.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-56
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET TMA BALANCE: $65,000,000
LOEWS UNIVERSAL HOTEL PORTFOLIO TMA DSCR: 3.61x
TMA LTV: 52.84%
- --------------------------------------------------------------------------------
[MAP OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-57
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $56,000,000
TROPICANA CENTER DSCR: 1.20x
LTV: 78.79%
- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-58
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $56,000,000
TROPICANA CENTER DSCR: 1.20x
LTV: 78.79%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
- --------------------------------------------------------------------------------
LOAN SELLER: GACC
LOAN PURPOSE: Acquisition
ORIGINAL BALANCE: $56,000,000
CUT-OFF BALANCE: $56,000,000
% BY INITIAL UPB: 2.45%
INTEREST RATE: 5.0200%
PAYMENT DATE: 1st of each month
FIRST PAYMENT DATE: August 1, 2005
MATURITY DATE: July 1, 2015
AMORTIZATION: Interest only for the initial 36 months of the term
and 30-year amortization thereafter.
CALL PROTECTION: Lockout for 24 months from securitization date,
then defeasance is permitted. On and After April 1,
2015, prepayment permitted without penalty.
SPONSOR: Arman and Mark Gabay
BORROWER: Tropec, LLC
ADDITIONAL FINANCING: None
LOCKBOX: Soft
INITIAL RESERVES(1): Tax: $198,867
Insurance: $22,310
Deferred
Maintenance: $12,500
Performance
Reserve: $4,000,000
Escrow
Agreement
Reserve: $300,000
MONTHLY RESERVES(1): Tax: $33,145
Insurance: $5,578
Replacement: $9,635
TI/LC: $25,531
- --------------------------------------------------------------------------------
(1) See "Escrows" herein.
- --------------------------------------------------------------------------------
FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
LOAN BALANCE / SQ. FT.: $96.88
BALLOON BALANCE / SQ. FT.: $85.79
LTV(2): 78.79%
BALLOON LTV(2): 69.08%
DSCR(2): 1.20x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO: Single Asset
PROPERTY TYPE: Retail
COLLATERAL: Fee Simple
LOCATION: Las Vegas, NV
YEAR BUILT / RENOVATED: 1991 / NAP
COLLATERAL SQ. FT: 578,051
PROPERTY MANAGEMENT: Excel Property Management Services Inc. (a borrower
affiliate)
OVERALL MALL OCCUPANCY
(AS OF 04/30/05): 89.93%
UNDERWRITTEN
NET CASH FLOW: $4,039,442
APPRAISED VALUE: $66,000,000
APPRAISED LAND VALUE: $42,000,000 ($72.65/sq. ft.)
APPRAISAL DATE: March 23, 2005
- --------------------------------------------------------------------------------
(2) LTV and DSCR are calculated net of the performance reserve amount. In
addition, DSCR is calculated based on 30-year amortization. Including the
performance reserve amount, the DSCR is 1.12x, and based on the "As-Is"
appraised value, the LTV ratio is 84.85%, and the Balloon LTV ratio is
75.14%, however, based on the "As Stabilized" appraised value, the LTV
ratio is 80.00% and the Balloon LTV ratio is 70.84%.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-59
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $56,000,000
TROPICANA CENTER DSCR: 1.20x
LTV: 78.79%
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
ANCHOR TENANTS
- ----------------------------------------------------------------------------------------------------------------------------
% OF TOTAL RATINGS 2004 2004
TENANTS SF NRSF LEASE EXPIRATION (S/M/F)(1) TOTAL SALES SALES PSF
- ----------------------------------------------------------------------------------------------------------------------------
Sams Wholesale Club 133,764 23.14% 5/26/2011 AA/Aa2/AA $80,000,000 $598.07
- ----------------------------------------------------------------------------------------------------------------------------
Wal-Mart(2) 120,363 20.82 1/28/2011 AA/Aa2/AA 71,000,000 589.88
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL/WA: 254,127 43.96% $151,000,000 $594.19
- ----------------------------------------------------------------------------------------------------------------------------
(1) Credit ratings are of the parent company whether or not the parent
guarantees the lease or not.
(2) Wal-Mart has indicated that it is considering "going dark" in July 2006.
The Wal-Mart space is suitable for other "big box" tenants. The borrower
has had discussions with Kohl's and Lowe's regarding leasing this space if
Wal-Mart vacates.
- -------------------------------------------------------------------------------------------------------------------------
MAJOR IN-LINE TENANTS
- -------------------------------------------------------------------------------------------------------------------------
TENANTS SF % OF TOTAL MALL SF NET RENT PSF LEASE EXPIRATION
- -------------------------------------------------------------------------------------------------------------------------
Floors N More 49,726 8.60% $10.60 4/13/2011
- -------------------------------------------------------------------------------------------------------------------------
Newflower Market, Inc 40,020 6.92 9.00 7/7/2014
- -------------------------------------------------------------------------------------------------------------------------
Shelpers, Inc. 23,188 4.01 11.48 10/31/2007
- -------------------------------------------------------------------------------------------------------------------------
TVI, Inc. 22,511 3.89 8.50 3/3/2009
- -------------------------------------------------------------------------------------------------------------------------
Office Club Store (Office Depot) 21,027 3.64 11.07 12/31/2006
- -------------------------------------------------------------------------------------------------------------------------
Musician Friend Trust: Guitar Centre 20,000 3.46 13.00 10/31/2007
- -------------------------------------------------------------------------------------------------------------------------
TOTAL/WA: 176,472 30.53% $10.41
- -------------------------------------------------------------------------------------------------------------------------
THE TROPICANA CENTER LOAN
THE LOAN. The Tropicana Center loan is a 10-year fixed rate loan secured by a
first priority mortgage on the borrower's fee simple interest in a 578,051 sq.
ft. anchored regional mall located in Las Vegas, Nevada, approximately two miles
east of McCarran International Airport and four miles east of the Las Vegas
strip. The loan is structured with interest only payments for the first three
years of the loan and thereafter amortizes on a 30-year schedule. The borrower
has $6,620,000 of cash equity in the loan, in addition, based on the appraised
value of $66,000,000, the borrower has implied equity of $10,000,000 in the
property. In addition, according to the CB Richard Ellis, the value of the land
is $42,000,000 (75% of the gross loan amount of $56,000,000 and 81% of the net
loan amount of $52,000,000).
THE BORROWER. The borrower is Tropec, LLC, a single-purpose, bankruptcy-remote
entity with an independent director, for which a non-consolidation opinion was
obtained at closing. The borrower is sponsored by ARMAN and MARK GABAY (the
"Gabays"). The Gabays have combined commercial real estate holdings of over 54
properties (approximately 2 million sq. ft.), including: 32 retail/single tenant
buildings, 8 office buildings, 3 mixed use buildings and 11 properties that are
land and/or currently under development. A vast majority of the properties are
located in the western United States, and all of the properties owned by the
Gabays are managed by an affiliated management company, Excel Property
Management Services, Inc. As of December 31, 2004, the Gabays had a combined net
worth of $432.5 million including liquidity of $4.13 million. The Gabays are
repeat sponsors of a Deutsche Bank borrower.
THE PROPERTY. Tropicana Center, a 578,051 sq. ft. community power center, is
located at the southeast corner of Tropicana Avenue and Pecos Road, a prominent,
highly trafficked location (combined traffic count in excess of 60,000 vehicles
per day) in a highly developed suburban area of Las Vegas, Nevada. Constructed
in 1991, the property contains 13 buildings on 59.5 acres. In addition, there
are two vacant pad sites that have frontage along Pecos Road and a third and
fourth vacant pad site are interior sites that face Tropicana Avenue, which are
a part of the collateral. Sam's Wholesale Club is planning to develop a gasoline
station/car wash on the largest of the pad sites (a one-acre site facing
Tropicana Avenue) and has signed a letter of intent for which they have agreed
to pay $83,000 per year in ground rent for a five year term with six 5-year
renewal options.
The construction components consist of masonry block construction on concrete
slab foundations. Exterior walls are a combination of concrete block, wood, and
stucco. The interior finish is typical standard retail showroom finish and is
commensurate with competitors in the area. Security for the center includes
24-hour manned surveillance, automated entry door controls with card readers,
and exterior lighting. Parking is provided for 3,306 vehicles, a ratio of 5
spaces per 1,000 sq. ft. of net rentable area.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-60
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $56,000,000
TROPICANA CENTER DSCR: 1.20x
LTV: 78.79%
- --------------------------------------------------------------------------------
SIGNIFICANT TENANTS. The property is 89.93% occupied as of the April 2005 rent
roll. In total, there is 254,127 sq. ft. of anchor space, 197,033 sq. ft. of
major tenant space, and 126,891 sq. ft. of smaller/in-line tenant space.
SAM'S WHOLESALE CLUB: (133,764 sq. ft.; 23.1% of NRA; 12.1% of GPR) is owned
by Wal-Mart Stores, Inc. (NYSE: WMT). Wal-Mart Stores, Inc. operates retail
stores in various formats around the world. It organizes its business into
three segments: Wal-Mart Stores, Sam's Club and International. The Sam's Club
segment consists of membership warehouse clubs. As of January 31, 2004,
Wal-Mart, Inc. operated 1,478 Discount Stores, 1,471 Supercenters, 538 Sam's
Club stores and 64 Neighborhood Markets. For the fiscal year ended 1/31/05,
revenues rose 11% to $287.99 billion. Net income from continuing operations
rose 16% to $10.27 billion.
WAL-MART STORES, INC.: (120,363 sq. ft.; 20.8% of NRA; 10.9% of GPR) operates
retail stores in various formats around the world. Wal-Mart has indicated
that it is considering "going dark" in July 2006. At closing, the borrower
posted a letter of credit in the amount of $4,000,000, which will be
released/reduced when, among other conditions, the borrower has re-tenanted
the Wal-Mart space.
FLOORS `N MORE: (d/b/a Carpets `N More) occupies two spaces, a Floors `N More
store of 49,726 sq. ft. and a 6,000 sq. ft. design pavilion (total of 55,726
sq. ft.; 9.6% of NRA; 9.7% of GPR). Floors `N More is a United States
flooring dealer/retailer that has been in business since 1998. The store
sells floors including athletic surfaces and carpeting, as well as flooring
accessories.
NEWFLOWER MARKET, INC.: (40,020 sq. ft.; 6.9% of NRA; 5.8% of GPR) operates
Sunflower Market supermarkets. At present, there are 10 Sunflower Market
stores located in the metropolitan Phoenix, Tucson, Denver, Albuquerque, Fort
Collins and Las Vegas. The Sunflower motto is: "Better-than-supermarket
quality at better-than-supermarket prices". The company is growing and
continues to search for new sites in the southwest United States.
No other tenant occupies more than 5% of the property.
THE MARKET. Las Vegas, the County Seat for Clark County, is located in the
southern portion of Nevada. New residents continue to migrate to the Las Vegas
area at a rate of approximately 5,600 people per month (net) increasing the
current population to over 1.5 million. This reflects an increase of 85.55% from
1990 to 2000. The economic base of Las Vegas consists of the tourist industry,
service industry, military-base, governmental and municipal agencies, and mining
and manufacturing. The job market has been able to keep pace with the influx of
new residents with the unemployment rate averaging approximately 4% since 1997.
As of November 2004, the unemployment rate for Las Vegas was 4.6%, which
compares favorably to the national rate of approximately 5.6%. As of year-end
2004, the population within a 3-mile radius of the property was 165,714. In
addition within a 3-mile radius, there were 68,970 households, and the average
household income was $48,074. Household and population figures have grown 6.8%
and 7.1% from 2000 figures of 64,599 and 154,752, respectively. By 2009,
households are projected to grow an additional 9.5% to 75,485, and the
population is projected to grow another 10.3% to 182,853.
The property is located just two miles east of McCarran International Airport,
two miles west of Interstate 515, four miles east of the Las Vegas Strip, and 10
miles southeast of the Las Vegas central business district. As of the end of the
fourth quarter 2004, the Las Vegas retail market had an overall occupancy rate
of 96.2%, the property's sub-market had an overall occupancy rate of 97.2% and
the appraiser-identified six shopping center properties deemed comparable to
Tropicana Center had an overall average occupancy rate of 94.6% (see below). The
property is the largest power center property within a three-mile radius, and
there is limited vacant land in the immediate area. The majority of the
competitive centers are comprised of smaller Class B and C properties with
considerably less appeal than the Tropicana Center. Furthermore, over the past
11 years (1994 through 2004), a comparison of fourth quarter retail occupancy
statistics for Las Vegas reveals the average retail occupancy rate was 95.93%.
Within the property`s sub-market, the overall average 11-year occupancy rate was
95.61%.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-61
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $56,000,000
TROPICANA CENTER DSCR: 1.20x
LTV: 78.79%
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
PROPERTY QUOTED RENTAL RATE PSF OCCUPANCY DISTANCE FROM SUBJECT
- ----------------------------------------------------------------------------------------------------------------------
Green Valley Town Center 1,2,3 $15.00 to $25.00 97% 3.7 miles southeast
- ----------------------------------------------------------------------------------------------------------------------
Montecito Crossing $24.00 to $33.00 84% 24 miles northwest
- ----------------------------------------------------------------------------------------------------------------------
Nellis Crossing $16.20 to $18.00 92% 8.9 miles northeast
- ----------------------------------------------------------------------------------------------------------------------
Rainbow Promenade $30.00 100% 16.5 miles northwest
- ----------------------------------------------------------------------------------------------------------------------
Renaissance III $18.00 to 24.00 94% 1.7 miles north
- ----------------------------------------------------------------------------------------------------------------------
Tropicana Beltway $21.00 to $30.00 98% 11 miles west
- ----------------------------------------------------------------------------------------------------------------------
PROPERTY MANAGEMENT. Tropicana Center is managed by Excel Property Management
Services, Inc., an affiliate of the borrower.
CASH MANAGEMENT. The loan has been structured with springing cash management
system upon the occurrence of a Wal-Mart Sweep Event (as defined below) or upon
the occurrence of, or after notice from the lender of, certain events of default
(as specified in the loan documents). The cash management period will continue
(i) in connection with a Wal-Mart Sweep Event, until Wal-Mart renews or affirms
its lease under terms reasonably acceptable to lender, or until a replacement
tenant or tenants acceptable to lender takes occupancy of the space, is open for
business and is paying rent and (ii) in connection with an event of default,
until the date that is 60 days after the event of default has been cured. A
"Wal-Mart Sweep Event" will occur if Wal-Mart (i) terminates the lease prior to
its expiration or is in default under the lease, (ii) gives notice of its intent
to vacate the premises as of the expiration of its lease, (iii) does not give
notice of its intent to exercise a renewal option under its lease, (iv) "goes
dark" or ceases business operations at the property, or (v) declares bankruptcy,
or becomes insolvent or is unable to pay its creditors.
RESERVES. At loan closing, a $4,000,000 performance reserve was established
which was funded by the borrower with a letter of credit (the "Earnout Amount").
The Earnout Amount may be reduced (in whole or in part) periodically during the
first four years of the loan term provided certain conditions are met including
the following: (i) no event of default exists; (ii) the total loan-to-cost ratio
does not exceed 87%; (iii) the property maintains an occupancy of at least 80%;
and (iv) the borrower has re-leased the Wal-Mart space to a satisfactory tenant
(or tenants) under terms acceptable to lender and such tenant is in occupancy,
operating its business and paying rent (the "Wal-Mart Retenanting Condition").
Provided the foregoing conditions are satisfied, the Earnout Amount may be
reduced periodically in amounts that would cause the property to achieve a
minimum DSCR of 1.20x based upon rents in place annualized, and the greater of
underwritten or trailing 12-month expenses. Any remaining Earnout Amount not
released within the first four years of the loan term will, at borrower's
option, either be held by lender as additional collateral or be applied towards
the purchase of defeasance collateral to be used to satisfy a portion of the
borrower's monthly and maturity date obligations under the loan, with all
applicable defeasance costs at borrower's expense. The loan has also been
structured with escrows for taxes and insurance and with reserves for
replacements and TI/LC. Provided (1) the property maintains a minimum occupancy
of 80% and a minimum DSCR of 1.15x and (2) the Wal-Mart Retenanting Condition is
satisfied, the TI/LC Reserve will be capped at (a) $500,000, if Sams Club
extends its lease through 2016 or (b) $1.3 million, if Sams Club does not extend
its lease. Replacements reserves will be capped at $346,860 if no event of
default exists and the property is being adequately maintained.
CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. None.
FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Mezzanine debt is permitted,
subject to the satisfaction of certain conditions, including the following: (i)
the security granted in connection with such mezzanine debt is limited to a
pledge of the membership interests in the borrower; (ii) the combined debt LTV
ratio must not be greater than 80%; (iii) the combined debt DSCR must be at
least 1.25x on the gross loan amount(including the performance reserve amount);
(iv) the lender of the mezzanine debt must execute and deliver an intercreditor
and standstill agreement acceptable to lender and the rating agencies; (v) the
mezzanine debt must be subordinate in all respects to the Tropicana Center loan;
(vi) the mezzanine debt may not be cross-collateralized or cross-defaulted with
any other properties or loans and (vii) the terms and conditions of the
mezzanine debt must be acceptable to lender and the applicable rating agencies.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-62
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $56,000,000
TROPICANA CENTER DSCR: 1.20x
LTV: 78.79%
- --------------------------------------------------------------------------------
[MAP OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-63
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $52,000,000
MACARTHUR PORTFOLIO DSCR: 1.23x
LTV: 59.23%
- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-64
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $52,000,000
MACARTHUR PORTFOLIO DSCR: 1.23x
LTV: 59.23%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
LOAN SELLER: GMACCM
LOAN PURPOSE: Refinance
ORIGINAL BALANCE: $52,000,000
CUT-OFF BALANCE: $52,000,000
% BY INITIAL UPB: 2.28%
INTEREST RATE: 5.87%
PAYMENT DATE: 1st of the month
FIRST PAYMENT DATE: September 1, 2005
MATURITY DATE: August 1, 2020
AMORTIZATION: Interest only from September 1, 2005 through and
including August 1, 2007; thereafter, monthly
amortization on a 30-year schedule.
CALL PROTECTION: Lockout for 24 months from securitization date,
then defeasance is permitted. On and after April 1,
2020, prepayment can be made without penalty.
SPONSOR: Antony Contomichalos
BORROWER: MacArthur Properties, LLC
ADDITIONAL FINANCING: None
LOCKBOX: Hard
INITIAL RESERVES: Tax: $297,671
Insurance: $12,814
TI/LC: $256,000
MONTHLY RESERVES: Tax: $148,836
TI/LC: $10,647(1)
- --------------------------------------------------------------------------------
(1) As long as at least $256,000 is on deposit in the TI/LC account, monthly
deposits to the TI/LC account are not required if the DSCR is equal to or
greater than 1.05x.
- --------------------------------------------------------------------------------
FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
LOAN BALANCE / SQ. FT.: $759.89
BALLOON BALANCE / SQ. FT.: $590.77
LTV: 59.23%
BALLOON LTV: 46.04%
DSCR: 1.23x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO: Portfolio
PROPERTY TYPE: Retail/Office
COLLATERAL: Fee Simple
LOCATION: New York, New York
YEAR BUILT / RENOVATED: 1931-1963 / NA
COLLATERAL SQ. FT.: 68,431
PROPERTY MANAGEMENT: MacArthur Management Corp. (a borrower affiliate)
OCCUPANCY (AS OF 6/1/05): 93.04%
UNDERWRITTEN
NET CASH FLOW: $4,519,579
APPRAISED VALUE: $87,800,000
APPRAISAL DATE: May 10, 2005
- --------------------------------------------------------------------------------
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-65
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $52,000,000
MACARTHUR PORTFOLIO DSCR: 1.23x
LTV: 59.23%
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
MAJOR TENANTS
- ------------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVG LEASE RATINGS
TENANT NRSF % NRSF % GPR RENT/SQ. FT. EXPIRATION (S/F/M)
- ------------------------------------------------------------------------------------------------------------------------------
CVS Center, Inc. 6,478 9.47% 9.40% $ 98.78 1/31/07 A-/A-/A3
- ------------------------------------------------------------------------------------------------------------------------------
Silver Tower Supermarket 4,358 6.37 1.83 28.55 7/31/10 NR
- ------------------------------------------------------------------------------------------------------------------------------
Herbert Street, LLC 3,957 5.78 4.39 75.44 6/30/18 NR
- ------------------------------------------------------------------------------------------------------------------------------
Gianninoto Associates, Inc. 3,496 5.11 1.81 35.18 9/30/07 NR
- ------------------------------------------------------------------------------------------------------------------------------
Spartis Power, Inc. 2,762 4.04 5.11 126.00 2/28/07 NR
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE: 21,051 30.76% 22.53% $ 72.86 - -
- ------------------------------------------------------------------------------------------------------------------------------
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-66
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $52,000,000
MACARTHUR PORTFOLIO DSCR: 1.23x
LTV: 59.23%
- --------------------------------------------------------------------------------
MACARTHUR PORTFOLIO
THE LOAN. The MacArthur Portfolio Loan is a fifteen year loan that provides for
monthly payments of interest-only for the first two years and, thereafter, for
monthly payments of principal and interest. The loan is secured by a mortgage on
the borrower's fee interest in seven properties consisting of 68,431 sq. ft. of
retail and office units located in New York, New York. With respect to all of
the properties, the borrower has a fee simple interest in one or more
condominium units.
THE BORROWER. The borrower is MacArthur Properties, LLC, a special purpose,
bankruptcy-remote entity, which is required under its loan documents to have an
independent director and for which a non-consolidation opinion was obtained at
closing, sponsored by Antony Contomichalos.
THE PROPERTY. The property consists of condominium interests of 68,431 sq. ft.
of grade level retail and second floor professional office units within 7 larger
residential or commercial buildings built between 1931 and 1963. The property
includes the condominium interests within larger properties at the following
addresses: 135 East 54th Street, 233 East 69th Street, 301 East 69th Street, 233
East 70th Street, 305 East 72nd Street, 205 East 78th Street in the Borough of
Manhattan and 125-10 Queens Boulevard in the Borough of Queens. 135 East 54th
Street also includes an 8,323 sq. ft. of professional tenant space on the second
floor of the building.
- -----------------------------------------------------------------------------------------
PHYSICAL OCCUPANCY AS OF
PROPERTY SQUARE FEET JUNE 1, 2005
- -----------------------------------------------------------------------------------------
135 East 54th Street
- -----------------------------------------------------------------------------------------
Retail 9,089 86.26%
- -----------------------------------------------------------------------------------------
Professional 8,323 100
- -----------------------------------------------------------------------------------------
Total 17,412 92.83
- -----------------------------------------------------------------------------------------
233 East 69th Street 5,681 100
- -----------------------------------------------------------------------------------------
301 East 69th Street 7,798 100
- -----------------------------------------------------------------------------------------
233 East 70th Street 3,431 100
- -----------------------------------------------------------------------------------------
305 East 72nd Street 12,163 100
- -----------------------------------------------------------------------------------------
205 East 78th Street 7,466 100
- -----------------------------------------------------------------------------------------
125-10 Queens Boulevard 14,480 75.72
- -----------------------------------------------------------------------------------------
TOTAL (PORTFOLIO) 68,431 93.04%
- -----------------------------------------------------------------------------------------
SIGNIFICANT TENANTS. The tenant mix at the property is comprised of local and
national retail businesses, including CVS (a tenant at the property located at
305 East 72nd Street), Blimpies (a tenant at the property located at 125-10
Queens Boulevard), Subway (a tenant at the property located at 135 East 54th
Street), Hollywood Tanning Systems (a tenant at the property located at 301 East
69th Street), KFC (a tenant at the property located at 305 East 72nd Street),
and UPS Store (a tenant at the property located at 125-10 Queens Boulevard).
Other tenants represent a mix of retail uses such as hardware stores, wireless
product shops, shoe shops, bakery, dry-cleaners, and convenience stores.
THE MARKET. According to the appraisals conducted by Metropolitan Valuation
Services in May 2005 (the "Appraisal"), all seven properties are located in New
York, New York. Six of the seven properties are located in the Borough of
Manhattan with the other property in the Borough of Queens.
According to the Appraisal five of the six properties located in Manhattan are
located in the East Side submarket of Manhattan and the remaining property
located in Manhattan is in the Plaza District submarket of the Midtown section
of Manhattan. The Appraisal states that East Side and Midtown retail rents rose
by 4% and 2% to $160/sq. ft. and $132/sq. ft. respectively. In addition the
Appraisal also noted that in the East Side submarket, stores with less than
1,000 sq. ft. saw a 28% increase in average asking rent to $190/sq. ft. and
overall the submarket has witnessed an 18.3% increase in the number of stores
from March 2004 to March 2005.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-67
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $52,000,000
MACARTHUR PORTFOLIO DSCR: 1.23x
LTV: 59.23%
- --------------------------------------------------------------------------------
The property located at 125-10 Queens Boulevard is situated in the Kew Gardens
section of the Borough of Queens. The Appraisal determined that the retail
market in which the Queens property is located exhibits strong occupancy, with
vacancy between 3% and 5% and average rent of $55.71/sq. ft.. The current retail
rents at the properties are determined to be at below market levels based on the
aforementioned information.
LOCKBOX/CASH MANAGEMENT. Provided no event of default exists under the mortgage
loan, the borrower has access to the funds deposited in the lockbox account.
Upon the occurrence of an event of default under the mortgage loan, all funds
deposited in the lockbox account are controlled by the lender.
PROPERTY MANAGEMENT. The property is managed by MacArthur Management Corp., an
affiliate of the borrower.
RESERVES. At origination, the borrower made an initial deposit into a reserve
account for payment of insurance premiums in the amount of $12,814 and for the
payment of real estate taxes in the amount of $297,671. The mortgage loan
requires the borrower to make monthly deposits into such reserve account in an
amount equal to 1/12 of the estimated annual real estate taxes.
At origination, the borrower made an initial deposit in the form of a letter of
credit into a reserve account for tenant improvements and leasing commissions in
the amount of $256,000.
RELEASE PROVISIONS. The borrower has the right, upon the expiration of a lockout
period, to the release of one or more of the properties in connection with a
partial defeasance upon the satisfaction of certain conditions including, no
event of default existing under the mortgage loan, a maximum LTV of 80% after
the release, a minimum DSCR of 1.20x after the release and the loan being
defeased in an amount equal to 125% of the allocated loan amount for such
release parcel.
CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. None.
FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not Permitted.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-68
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $52,000,000
MACARTHUR PORTFOLIO DSCR: 1.23x
LTV: 59.23%
- --------------------------------------------------------------------------------
[MAP OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-69
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $50,000,000
COMMUNITIES AT SOUTHWOOD DSCR: 1.42x
LTV: 75.08%
- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-70
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $50,000,000
COMMUNITIES AT SOUTHWOOD DSCR: 1.42x
LTV: 75.08%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
- --------------------------------------------------------------------------------
LOAN SELLER: GMACCM
LOAN PURPOSE: Acquisition
ORIGINAL BALANCE: $50,000,000
CUT-OFF BALANCE: $50,000,000
% BY INITIAL UPB: 2.19%
INTEREST RATE: 5.32%
PAYMENT DATE: 1st of the month
FIRST PAYMENT DATE: September 1, 2005
MATURITY DATE: August 1, 2015
AMORTIZATION: Interest only from September 1, 2005 through and
including August 1, 2009; thereafter, monthly
amortization on a 30-year schedule
CALL PROTECTION: Lockout for 24 months from securitization date,
then defeasance is permitted. On and after May 1,
2015, prepayment can be made without penalty
SPONSOR: Pinchos D. Shemano, Sam Weis and Leah Weis
BORROWER: Southwood Owner LLC
SWC Owner LLC
ADDITIONAL FINANCING: $4,000,000 mezzanine loan
LOCKBOX: Soft
INITIAL RESERVES: Tax: $91,561
Insurance: $40,589
Immediate
Repair: $285,000
Replacement: $275,000
MONTHLY RESERVES: Tax: $30,520
Insurance: $20,295
Replacement: $26,792(1)
- --------------------------------------------------------------------------------
(1) Monthly deposits to the Replacement Account are not required unless the
balance of the Replacement Reserve Account equals or exceeds $321,500.
- --------------------------------------------------------------------------------
FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
LOAN BALANCE / UNIT: $38,880.25
BALLOON BALANCE / UNIT: $35,357.82
LTV: 75.08%
BALLOON LTV: 68.27%
DSCR: 1.42x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO: Single Asset
PROPERTY TYPE: Multifamily
COLLATERAL: Fee Simple
LOCATION: Richmond, Virginia
YEAR BUILT / RENOVATED: 1970 & 1979/2004
COLLATERAL UNITS: 1,286
PROPERTY MANAGEMENT: David Stern Management (a borrower affiliate)
OCCUPANCY (AS OF 6/3/05): 97.51%
UNDERWRITTEN
NET CASH FLOW: $4,735,437
APPRAISED VALUE: $66,600,000
APPRAISAL DATE: 5/31/2005
- --------------------------------------------------------------------------------
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-71
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $50,000,000
COMMUNITIES AT SOUTHWOOD DSCR: 1.42x
LTV: 75.08%
- --------------------------------------------------------------------------------
COMMUNITIES AT SOUTHWOOD
THE LOAN. The Communities at Southwood Loan is a ten year loan that provides for
monthly payments of interest-only for the first four years and, thereafter, for
monthly payments of principal and interest. The loan is secured by a mortgage on
the borrowers' fee simple interest in a 1,286-unit apartment complex located in
Richmond, Virginia.
THE BORROWER. The borrowers are Southwood Owner LLC and SWC Owner LLC as tenants
in common, each a special purpose, bankruptcy-remote entity, which is required
under its loan documents to have an independent director and for which a
non-consolidation opinion was obtained at closing, sponsored by Pinchos D.
Shemano, Sam Weis and Leah Weis.
THE PROPERTY. The property consists of a 1,286-unit apartment complex on a 69.5
acre parcel of land. The five communities of The Communities at Southwood are
Maple Grove, Autumn Court, Cedar Pointe - Tifton, Cedar Pointe - Treehaven and
Walnut Park. The two Cedar Pointe communities are comprised of townhouses and
the remaining communities are comprised of garden apartments. The combined
property consists of 150 two-story apartment buildings containing 1,286 units,
150 laundry rooms, 2 tennis courts, one large community pool, a recreation
building, two playgrounds and a new soccer field. As of June 3, 2005, the
property was 97.51% occupied.
THE MARKET. According to the appraisal performed by Metropolitan Valuation
Services on May 31, 2005 (the "Appraisal"), the property is located within the
Commonwealth of Virginia, approximately 4 miles southwest of the Richmond CBD in
Richmond City. The Appraisal stated that Richmond City is a mature, stable and
diversified economic area that enjoys moderate population growth and household
formation. Interstate 95 is located near the property and according to the
Appraisal the property is geographically located in the Southside/Broadrock
submarket and is in close proximity to the Southside/Westover Hills submarket.
The Appraisal indicated that the Broadrock submarket is comprised of apartments
renting for $519 to $540 per month and the Westover Hills submarket's apartments
are renting for $561 to $603 per month. Average rents at the property are
in-line with the submarket's rents stated in the Appraisal.
CASH MANAGEMENT. Provided no lockbox trigger event exists under the mortgage
loan, the borrower has access to the funds deposited in the lockbox account.
Upon the occurrence of a lockbox trigger event, which consists of an event of
default under the mortgage loan or a DSCR test not being satisfied, all funds
deposited in the lockbox account are controlled by the lender.
PROPERTY MANAGEMENT. The property is managed by David Stern Management, an
affiliate of the borrowers.
RESERVES. At origination, the borrowers made an initial deposit into a reserve
account for payment of insurance premiums in the amount of $40,589 and for
payment of real estate taxes in the amount of $91,561. The mortgage loan
requires the borrowers to make monthly deposits into such reserve account in an
amount equal to 1/12 of the estimated annual insurance premiums and real estate
taxes.
At origination, the borrowers made an initial deposit into a reserve account for
immediate repairs in the amount of $285,000.
At origination, the borrowers made an initial deposit into a reserve account for
replacements in the amount of $275,000. The mortgage loan requires the borrowers
to make monthly deposits for replacements into the replacement reserve account
in an amount equal to $26,792, unless the balance of the replacement reserve
account equals or exceeds $321,500.
CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. On July 18, 2005, Southwood Hold
LLC and SWC Hold LLC ("Mezzanine Borrower") entered into a mezzanine loan
agreement (the "Mezzanine Loan") with GMAC Commercial Mortgage Corporation
("Mezzanine Lender") in the original principal amount of $4,000,000. The
Mezzanine Loan is a ten year, interest only fixed rate loan secured by a pledge
of equity interests in the borrowers, Southwood Manager Corp., and SWC Manager
Corp.
FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-72
$2,102,782,000 (APPROXIMATE)
COMM 2005-C6
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET BALANCE: $50,000,000
COMMUNITIES AT SOUTHWOOD DSCR: 1.42x
LTV: 75.08%
- --------------------------------------------------------------------------------
[MAP OMITTED]
This term sheet does not contain all of the information set forth in the
Prospectus Supplement and the Prospectus for this transaction. The information
contained herein shall be deemed superseded in its entirety by the information
in the Prospectus Supplement and Prospectus.
B-73
[THIS PAGE INTENTIONALLY LEFT BLANK]
B-74
DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION,
DEPOSITOR
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
(ISSUABLE IN SERIES BY SEPARATE TRUSTS)
---------------------
Deutsche Mortgage & Asset Receiving Corporation will periodically offer
commercial mortgage pass-through certificates in separate series. We will offer
the certificates through this prospectus and a separate prospectus supplement
for each series. Each series of certificates will represent in the aggregate the
entire beneficial ownership interest in a trust fund that we will form. The
primary assets of each trust fund will consist of:
o various types of multifamily or commercial mortgage loans,
o mortgage participations, pass-through certificates or other
mortgaged-backed securities that evidence interests in one or more of
various types of multifamily or commercial mortgage loans, or
o a combination of the assets described above.
The offered certificates will not represent an interest in or an obligation
of us, any of our affiliates, Deutsche Bank AG or any of its affiliates. Neither
the offered certificates nor the assets of the related trust fund will be
guaranteed or insured by us or any of our affiliates or, unless the related
prospectus supplement specifies otherwise, by any governmental agency of
instrumentality.
Neither the Securities and Exchange Commission nor any state securities
regulators have approved or disapproved of the offered certificates or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
YOU SHOULD REVIEW THE INFORMATION APPEARING ON PAGE 9 IN THIS PROSPECTUS
UNDER THE CAPTION "RISK FACTORS" AND UNDER THE CAPTION "RISK FACTORS" IN THE
RELATED PROSPECTUS SUPPLEMENT BEFORE PURCHASING ANY OFFERED CERTIFICATE.
We may offer the offered certificates of any series through one or more
different methods, including offerings through underwriters, as described under
"Method of Distribution" in this prospectus and in the related prospectus
supplement. There will be no secondary market for the offered certificates of
any series prior to the offering thereof. We cannot assure you that a secondary
market for any offered certificates will develop or, if it does develop, that it
will continue. Unless the related prospectus supplement provides otherwise, the
certificates will not be listed on any securities exchange.
This prospectus may not be used to consummate sales of the offered
certificates of any series unless accompanied by the prospectus supplement for
that series.
---------------------
THE DATE OF THIS PROSPECTUS IS JULY 27, 2005
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS AND
THE ACCOMPANYING PROSPECTUS SUPPLEMENT
Information about the certificates being offered to you is contained in two
separate documents that progressively provide more detail: (a) this prospectus,
which provides general information, some of which may not apply to the series of
certificates offered to you; and (b) the accompanying prospectus supplement,
which describes the specific terms of the series of certificates offered to you.
IF THE TERMS OF THE CERTIFICATES OFFERED TO YOU VARY BETWEEN THIS PROSPECTUS AND
THE ACCOMPANYING PROSPECTUS SUPPLEMENT, YOU SHOULD RELY ON THE INFORMATION IN
THE PROSPECTUS SUPPLEMENT.
Further, you should rely only on the information contained in this
prospectus and the accompanying prospectus supplement. We have not authorized
anyone to provide you with information that is different. In addition,
information in this prospectus or any related prospectus supplement is current
only as of the date on its cover. By delivery of this prospectus and any related
prospectus supplement, we are not offering to sell any securities, and are not
soliciting an offer to buy any securities, in any state where the offer and sale
is not permitted.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE AND AVAILABLE INFORMATION
With respect to any series of certificates by this prospectus, there are
incorporated herein by reference all documents and reports filed by or on behalf
of Deutsche Mortgage & Asset Corporation with respect to the related trust fund
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, that relate specifically to such series of certificates.
Deutsche Mortgage & Asset Receiving Corporation will provide without charge to
any beneficial owner to whom this prospectus is delivered in connection with the
offering of one or more classes of offered certificates, upon written or oral
request of such person, a copy of any or all documents or reports incorporated
herein by reference, in each case to the extent such documents or reports relate
to one or more of such classes of such offered certificates, other than the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference in such documents). Requests for this information should be
directed in writing to the Deutsche Mortgage & Asset Receiving Corporation at 60
Wall Street, New York, New York 10005, Attention: Secretary, or by telephone at
(212) 250-2500.
Deutsche Mortgage & Asset Receiving Corporation has filed with the
Securities and Exchange Commission a registration statement (of which this
prospectus forms a part) under the Securities Act of 1933, as amended, with
respect to the offered certificates. This prospectus and the prospectus
supplement relating to each series of offered certificates contain summaries of
the material terms of the documents referred to in this prospectus and such
prospectus supplement, but do not contain all of the information set forth in
the registration statement pursuant to the rules and regulations of the
Securities and Exchange Commission. In addition, Deutsche Mortgage & Asset
Receiving Corporation will file or cause to be filed with the Securities and
Exchange Commission such periodic reports with respect to each trust fund as are
required under the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Securities and Exchange Commission thereunder.
You can read and copy any document filed by Deutsche Mortgage Asset &
Receiving Corporation at prescribed rates at the Securities and Exchange
Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C.
20549. You can obtain information on the operation of the Public Reference Room
by calling the Securities and Exchange Commission at 1-800-SEC-0330. Copies of
such material can also be obtained electronically through the Securities and
Exchange Commission's Electronic Data Gathering, Analysis and Retrieval system
at the Securities and Exchange Commission's Web site (http://www.sec.gov).
ii
TABLE OF CONTENTS
SUMMARY OF PROSPECTUS ...................................................................................... 1
RISK FACTORS ............................................................................................... 9
The Lack of Liquidity May Make it Difficult for You to Resell Your Offered
Certificates and May Have an Adverse Effect on the Market Value of Your Offered
Certificates ....................................................................................... 9
The Trust Fund's Assets May Be Insufficient To Allow For Payment In Full On Your
Certificates ....................................................................................... 9
Any Credit Support for Your Offered Certificates May Be Insufficient to Protect You
Against All Potential Losses ....................................................................... 10
Prepayments May Reduce The Average Life of Your Certificates .......................................... 10
Prepayments May Reduce the Yield on Your Certificates ................................................. 11
Ratings Do Not Guaranty Payment ....................................................................... 12
Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which
Could Adversely Affect the Performance of Your Offered Certificates ................................ 12
Some Certificates May Not Be Appropriate for ERISA Plans .............................................. 17
Residual Interests in a Real Estate Mortgage Investment Conduit Have Adverse Tax
Consequences ....................................................................................... 17
Certain Federal Tax Considerations Regarding Original Issue Discount .................................. 18
Bankruptcy Proceedings Entail Certain Risks ........................................................... 18
Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment ........................ 19
Inclusion of Delinquent and Nonperforming Mortgage Loans in a Mortgage Asset
Pool ............................................................................................... 19
Termination of the Trust Fund Could Affect the Yield on Your Offered Certificates ..................... 19
DESCRIPTION OF THE TRUST FUNDS ............................................................................. 20
General ............................................................................................... 20
Mortgage Loans ........................................................................................ 20
MBS ................................................................................................... 25
Certificate Accounts .................................................................................. 26
Credit Support ........................................................................................ 27
Cash Flow Agreements .................................................................................. 27
YIELD AND MATURITY CONSIDERATIONS .......................................................................... 28
General ............................................................................................... 28
Pass-Through Rate ..................................................................................... 28
Payment Delays ........................................................................................ 28
Certain Shortfalls in Collections of Interest ......................................................... 28
Yield and Prepayment Considerations ................................................................... 29
Weighted Average Life and Maturity .................................................................... 30
Other Factors Affecting Yield, Weighted Average Life and Maturity ..................................... 31
THE DEPOSITOR .............................................................................................. 33
DESCRIPTION OF THE CERTIFICATES ............................................................................ 34
General ............................................................................................... 34
Distributions ......................................................................................... 34
Distributions of Interest on the Certificates ......................................................... 35
Distributions of Principal of the Certificates ........................................................ 36
iii
Distributions on the Certificates in Respect of Prepayment Premiums or in Respect
of Equity Participations ........................................................................... 37
Allocation of Losses and Shortfalls ................................................................... 37
Advances in Respect of Delinquencies .................................................................. 37
Reports to Certificateholders ......................................................................... 38
Voting Rights ......................................................................................... 40
Termination ........................................................................................... 40
Book-Entry Registration and Definitive Certificates ................................................... 40
DESCRIPTION OF THE POOLING AGREEMENTS ...................................................................... 43
General ............................................................................................... 43
Assignment of Mortgage Loans; Repurchases ............................................................. 43
Representations and Warranties; Repurchases ........................................................... 45
Collection and Other Servicing Procedures ............................................................. 46
Sub-Servicers ......................................................................................... 48
Certificate Account ................................................................................... 48
Modifications, Waivers and Amendments of Mortgage Loans ............................................... 51
Realization upon Defaulted Mortgage Loans ............................................................. 51
Hazard Insurance Policies ............................................................................. 53
Due-on-Sale and Due-on-Encumbrance Provisions ......................................................... 54
Servicing Compensation and Payment of Expenses ........................................................ 54
Evidence as to Compliance ............................................................................. 55
Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC
Administrator and the Depositor .................................................................... 55
Events of Default ..................................................................................... 57
Rights upon Event of Default .......................................................................... 57
Amendment ............................................................................................. 58
List of Certificateholders ............................................................................ 59
The Trustee ........................................................................................... 59
Duties of the Trustee ................................................................................. 60
Certain Matters Regarding the Trustee ................................................................. 60
Resignation and Removal of the Trustee ................................................................ 60
DESCRIPTION OF CREDIT SUPPORT .............................................................................. 61
General ............................................................................................... 61
Subordinate Certificates .............................................................................. 61
Cross-Support Provisions .............................................................................. 62
Insurance or Guarantees with Respect to Mortgage Loans ................................................ 62
Letter of Credit ...................................................................................... 62
Certificate Insurance and Surety Bonds ................................................................ 62
Reserve Funds ......................................................................................... 62
Credit Support with Respect to MBS .................................................................... 63
Interest Rate Exchange, Cap and Floor Agreements ...................................................... 63
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS .................................................................... 63
General ............................................................................................... 63
Types of Mortgage Instruments ......................................................................... 64
Leases and Rents ...................................................................................... 64
Personalty ............................................................................................ 65
iv
Foreclosure ........................................................................................... 65
Bankruptcy Laws ....................................................................................... 68
Environmental Considerations .......................................................................... 71
Due-on-Sale and Due-on-Encumbrance Provisions ......................................................... 73
Junior Liens; Rights of Holders of Senior Liens ....................................................... 73
Subordinate Financing ................................................................................. 74
Default Interest and Limitations on Prepayments ....................................................... 74
Applicability of Usury Laws ........................................................................... 74
Certain Laws and Regulations .......................................................................... 75
Americans with Disabilities Act ....................................................................... 75
Servicemembers Civil Relief Act ....................................................................... 75
Forfeitures in Drug and RICO Proceedings .............................................................. 76
CERTAIN FEDERAL INCOME TAX CONSEQUENCES .................................................................... 77
FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES ..................................................... 77
General ............................................................................................... 77
Status of REMIC Certificates .......................................................................... 78
Qualification as a REMIC .............................................................................. 78
Taxation of Regular Certificates ...................................................................... 80
General ............................................................................................ 80
Original Issue Discount ............................................................................ 80
Acquisition Premium ................................................................................ 83
Variable Rate Regular Certificates ................................................................. 83
Deferred Interest .................................................................................. 84
Market Discount .................................................................................... 84
Premium ............................................................................................ 85
Election to Treat All Interest Under the Constant Yield Method ..................................... 85
Sale or Exchange of Regular Certificates ........................................................... 85
Treatment of Losses ................................................................................ 86
Taxation of Residual Certificates ..................................................................... 87
Taxation of REMIC Income ........................................................................... 87
Basis and Losses ................................................................................... 88
Treatment of Certain Items of REMIC Income and Expense ............................................. 89
Limitations on Offset or Exemption of REMIC Income ................................................. 90
Tax-Related Restrictions on Transfer of Residual Certificates ...................................... 91
Sale or Exchange of a Residual Certificate ......................................................... 94
Mark to Market Regulations ......................................................................... 95
Taxes that May be Imposed on the REMIC Pool ........................................................... 95
Prohibited Transactions ............................................................................ 95
Contributions to the REMIC Pool After the Startup Day .............................................. 95
Net Income from Foreclosure Property ............................................................... 95
Liquidation of the REMIC Pool ......................................................................... 96
Administrative Matters ................................................................................ 96
Limitations on Deduction of Certain Expenses .......................................................... 96
Taxation of Certain Foreign Investors ................................................................. 97
Regular Certificates ............................................................................... 97
Residual Certificates .............................................................................. 98
v
Backup Withholding .................................................................................... 98
Reporting Requirements ................................................................................ 98
FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS TO WHICH NO REMIC
ELECTION IS MADE ........................................................................................ 100
Standard Certificates ................................................................................. 100
General ............................................................................................ 100
Tax Status ......................................................................................... 100
Premium and Discount ............................................................................... 101
Recharacterization of Servicing Fees ............................................................... 102
Sale or Exchange of Standard Certificates .......................................................... 102
Stripped Certificates ................................................................................. 103
General ............................................................................................ 103
Status of Stripped Certificates .................................................................... 104
Taxation of Stripped Certificates .................................................................. 104
Reporting Requirements and Backup Withholding ......................................................... 106
Taxation of Certain Foreign Investors ................................................................. 107
Reportable Transactions ............................................................................... 107
STATE, LOCAL AND OTHER TAX CONSEQUENCES .................................................................... 107
CERTAIN ERISA CONSIDERATIONS ............................................................................... 108
General ............................................................................................... 108
Plan Asset Regulations ................................................................................ 108
Prohibited Transaction Exemptions ..................................................................... 109
Tax Exempt Investors .................................................................................. 112
LEGAL INVESTMENT ........................................................................................... 113
USE OF PROCEEDS ............................................................................................ 115
METHOD OF DISTRIBUTION ..................................................................................... 115
LEGAL MATTERS .............................................................................................. 116
FINANCIAL INFORMATION ...................................................................................... 116
RATING ..................................................................................................... 116
INDEX OF DEFINED TERMS ..................................................................................... 118
vi
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SUMMARY OF PROSPECTUS
This summary highlights selected information from this prospectus. It does
not contain all of the information you need to consider in making your
investment decision. TO UNDERSTAND ALL OF THE TERMS OF AN OFFERING OF
CERTIFICATES, READ THIS ENTIRE DOCUMENT AND THE ACCOMPANYING PROSPECTUS
SUPPLEMENT CAREFULLY.
Securities Offered ..... Mortgage pass-through certificates, issuable in
series. Each series of certificates will represent
beneficial ownership in a trust fund. Each trust fund
will own a segregated pool of certain mortgage
assets, described below under "-- The Mortgage
Assets."
RELEVANT PARTIES
Who We Are ............. Deutsche Mortgage & Asset Receiving Corporation, a
Delaware corporation. See "The Depositor." Our
principal offices are located at 60 Wall Street, New
York, New York 10005. Our telephone number is (212)
250-2500.
Trustee ................ The trustee for each series of certificates will be
named in the related prospectus supplement. See
"Description of the Pooling Agreements -- The
Trustee."
Master Servicer ........ If a trust fund includes mortgage loans, then the
master servicer, for the corresponding series of
certificates will be named in the related prospectus
supplement. See "Description of the Pooling
Agreements -- Certain Matters Regarding the Master
Servicer, the Special Servicer, the REMIC
Administrator and the Depositor."
Special Servicer ....... If a trust fund includes mortgage loans, then the
special servicer for the corresponding series of
certificates will be named, or the circumstances
under which a special servicer may be appointed will
be described, in the related prospectus supplement.
See "Description of the Pooling Agreements --
Collection and Other Servicing Procedures."
MBS Administrator ...... If a trust fund includes mortgage-backed securities,
then the entity responsible for administering such
mortgage-backed securities will be named in the
related prospectus supplement.
REMIC Administrator .... The person responsible for the various tax-related
administration duties for a series of certificates as
to which one or more REMIC elections have been made,
will be named in the related prospectus supplement.
See "Description of the Pooling Agreements -- Certain
Matters Regarding the Master Servicer, the Special
Servicer, the REMIC Administrator and the Depositor."
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1
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INFORMATION ABOUT THE MORTGAGE POOL
The Mortgage Assets .... The mortgage assets will be the primary assets of any
trust fund. The mortgage assets with respect to each
series of certificates will, in general, consist:
o various types of multifamily or commercial
mortgage loans,
o mortgage participations, pass-through
certificates or other mortgaged-backed
securities that evidence interests in one or
more of various types of multifamily or
commercial mortgage loans, or
o a combination of the assets described above.
The mortgage loans will not be guaranteed or insured
by us or any of our affiliates or, unless the related
prospectus supplement specifies otherwise, by any
governmental agency or instrumentality or by any
other person. If the related prospectus supplement so
provides, some mortgage loans may be delinquent or
nonperforming as of the date the related trust fund
is formed.
If the related prospectus supplement so provides, a
mortgage loan:
o may provide for no accrual of interest or for
accrual of interest at an interest rate that is
fixed over its term, that adjusts from time to
time, or that may be converted at the borrower's
election from an adjustable to a fixed interest
rate, or from a fixed to an adjustable rate,
o may provide for level payments to maturity or
for payments that adjust from time to time to
accommodate changes in the interest rate or to
reflect the occurrence of certain events, and
may permit negative amortization,
o may be fully amortizing or may be partially
amortizing or nonamortizing, with a balloon
payment due on its stated maturity date,
o may prohibit over its term or for a certain
period prepayments and/or require payment of a
premium or a yield maintenance payment in
connection with certain prepayments, and
o may provide for payments of principal, interest
or both, on regular due dates or at such other
interval as is specified in the related
prospectus supplement.
Each mortgage loan will have had an original term to
maturity of not more than 40 years. We will not
originate any mortgage loans. See "Description of the
Trust Funds -- Mortgage Loans."
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2
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If any mortgage loan, or group of related mortgage
loans, constitutes a concentration of credit risk,
financial statements or other financial information
with respect to the related mortgaged property or
mortgaged properties will be included in the related
Prospectus Supplement. See "Description of the Trust
Funds -- Mortgage Loans -- Mortgage Loan Information
in Prospectus Supplements."
If the related prospectus supplement so specifies,
the mortgage assets with respect to a series of
certificates may also include, or consist of,
mortgage participations, mortgage pass-through
certificates and/or other mortgage-backed securities,
that evidence an interest in, or are secured by a
pledge of, one or more mortgage loans that conform to
the descriptions of the mortgage loans contained in
this prospectus and which may or may not be issued,
insured or guaranteed by the United States or an
agency or instrumentality thereof. See "Description
of the Trust Funds -- MBS."
INFORMATION ABOUT THE CERTIFICATES
The Certificates ....... Each series of certificates will be issued in one or
more classes pursuant to a pooling and servicing
agreement or other agreement specified in the related
prospectus supplement and will represent in the
aggregate the entire beneficial ownership interest in
the related trust fund.
The certificates of each series may consist of one or
more classes of certificates that, among other
things:
o are senior or subordinate to one or more other
classes of certificates in entitlement to
certain distributions on the certificates;
o are entitled to distributions of principal with
disproportionate, nominal or no distributions of
interest;
o are entitled to distributions of interest, with
disproportionate nominal or no distributions of
principals;
o provide for distributions of interest or
principal that commence only after the
occurrence of certain events, such as the
retirement of one or more other classes of
certificates of such series;
o provide for distributions of principal to be
made, from time to time or for designated
periods, at a rate that is faster (and, in some
cases, substantially faster) or slower (and, in
some cases, substantially slower) than the rate
at which payments or other collections of
principal are received on the mortgage assets in
the related trust fund;
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3
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o provide for distributions of principal to be
made, subject to available funds, based on a
specified principal payment schedule or other
methodology; or
o provide for distribution based on collections on
the mortgage assets in the related trust fund
attributable to prepayment premiums, yield
maintenance payments or equity participations.
If so specified in the related prospectus supplement,
a series of certificates may include one or more
"controlled amortization classes," which will entitle
the holders thereof to receive principal
distributions according to a specified principal
payment schedule. See "Risk Factors -- Prepayments
May Reduce the Average Life of Your Certificates" and
" -- Prepayments May Reduce the Yield of Your
Certificates."
If the related prospectus supplement so provides, a
class of certificates may have two or more component
parts, each having characteristics that are otherwise
described in this prospectus as being attributable to
separate and distinct classes.
The certificates will not be guaranteed or insured by
us or any of our affiliates, by any governmental
agency or instrumentality or by any other person or
entity, unless the related prospectus supplement
specifies otherwise. See "Risk Factors -- Limited
Assets."
Distributions of Interest
on=the Certificates .... Each class of certificates, other than certain
classes of principal-only certificates and certain
classes of residual certificates, will accrue
interest on its certificate balance or, in the case
of certain classes of interest-only certificates, on
a notional amount, based on a fixed, variable or
adjustable interest rate. The related prospectus
supplement will specify the certificate balance,
notional amount and/or pass-through rate (or, in the
case of a variable or adjustable pass-through rate,
the method for determining such rate), as applicable,
for each class of offered certificates.
Distributions of interest with respect to one or more
classes of certificates may not commence until the
occurrence of certain events, such as the retirement
of one or more other classes of certificates, and
interest accrued with respect to a class of such
certificates prior to the occurrence of such an event
will either be added to the certificate balance
thereof or otherwise deferred as described in the
related prospectus supplement.
Distributions of interest with respect to one or more
classes of certificates may be reduced to the extent
of certain delinquencies, losses and other
contingencies
- --------------------------------------------------------------------------------
4
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described in this prospectus and in the related
prospectus supplement. See "Risk Factors --
Prepayments May Reduce the Average Life of Your
Certificates" and "-- Prepayments May Reduce the
Yield of Your Certificates," "Yield and Maturity
Considerations -- Certain Shortfalls in Collections
of Interest" and "Description of the Certificates --
Distributions of Interest on the Certificates."
Distributions of Principal
of the Certificates .... Each class of certificates of each series (other than
certain classes of interest-only certificates and
certain classes of residual certificates) will have a
certificate balance. The certificate balance of a
class of certificates outstanding from time to time
will represent the maximum amount that you are then
entitled to receive in respect of principal from
future cash flow on the assets in the related trust
fund. As described in each prospectus supplement,
distributions of principal with respect to the
related series of certificates will be made on each
distribution date to the holders of the class or
classes of certificates of such series until the
certificate balances of such certificates have been
reduced to zero.
As described in each prospectus supplement,
distributions of principal with respect to one or
more classes of certificates:
o may be made at a rate that is faster (and, in
some cases, substantially faster) or slower
(and, in some cases, substantially slower) than
the rate at which payments or other collections
of principal are received on the mortgage assets
in the related trust fund;
o may not commence until the occurrence of certain
events, such as the retirement of one or more
other classes or certificates of the same
series; or
o may be made, subject to certain limitations,
based on a specified principal payment schedule.
Unless the related prospectus supplement provides
otherwise, distributions of principal of any class of
offered certificates will be made on a pro rata basis
among all of the certificates of such class. See
"Description of the Certificates -- Distributions of
Principal of the Certificates."
Credit Support and Cash
Flow Agreements ......... Partial or full protection against certain defaults
and losses on the mortgage assets in the related
trust fund may be provided to one or more classes of
certificates of the related series in the form of
subordination of one or more other classes of
certificates of such series or by one or more other
types of credit support, which may include:
o a letter of credit,
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5
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o a surety bond,
o an insurance policy,
o a guarantee,
o a reserve fund, or
o a combination of the items described above.
In addition, a trust fund may include:
o guaranteed investment contracts pursuant to
which moneys held in the funds and accounts
established for the related series will be
invested at a specified rate; or
o interest rate exchange agreements, interest rate
cap or floor agreements, or other agreements
designed to reduce the effects of interest rate
fluctuations on the mortgage assets or on one or
more classes of certificates.
The related prospectus supplement for a series of
offered certificates will provide certain relevant
information regarding any applicable credit support
or cash flow agreement. See "Risk Factors -- Any
Credit Support For Your Offered Certificates May Be
Insufficient to Protect You Against All Potential
Losses," "Description of the Trust Funds -- Credit
Support" and "-- Cash Flow Agreements" and
"Description of Credit Support."
Advances ................ If the related prospectus supplement so provides, the
master servicer, the special servicer, the trustee,
any provider of credit support and/or any other
specified person may be obligated to make, or have
the option of making, certain advances with respect
to delinquent scheduled payments of principal and/or
interest on mortgage loans included in the related
trust fund. Any such advances made with respect to a
particular mortgage loan will be reimbursable from
subsequent recoveries in respect of such mortgage
loan and otherwise to the extent described in this
prospectus and in the related prospectus supplement.
See "Description of the Certificates -- Advances in
Respect of Delinquencies." Any entity making advances
may be entitled to receive interest on such advances,
which will be payable from amounts in the related
trust fund. See "Description of the Certificates --
Advances in Respect of Delinquencies."
If a trust fund includes mortgage participations,
pass-through certificates or mortgage-backed
securities, the related prospectus supplement will
describe any comparable advancing obligation of a
party to the related pooling and servicing agreement,
or of a party to the related indenture or similar
agreement.
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6
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Optional Termination .... If the related prospectus supplement so provides, a
series of certificates may be subject to optional
early termination through the repurchase of the
mortgage assets in the related trust fund by the
party or parties specified in the related prospectus
supplement, under the circumstances and in the manner
set forth in the related prospectus supplement. If
the related prospectus supplement so provides, upon
the reduction of the certificate balance of a
specified class or classes of certificates by a
specified percentage or amount or upon a specified
date, a party specified in such prospectus supplement
may be authorized or required to solicit bids for the
purchase of all of the mortgage assets of the related
trust fund, or of a sufficient portion of such
mortgage assets to retire such class or classes,
under the circumstances and in the manner set forth
in the prospectus supplement. See "Description of the
Certificates -- Termination."
Registration of Book-Entry
Certificates ............ If the related prospectus supplement so provides, one
or more classes of the offered certificates will be
offered in book-entry form through the facilities of
the Depository Trust Company. Each class of
book-entry certificates will be initially represented
by one or more global certificates registered in the
name of a nominee of the Depository Trust Company. No
person acquiring an interest in a class of book-entry
certificates will be entitled to receive definitive
certificates of that class in fully registered form,
except under the limited circumstances described in
this prospectus. See "Risk Factors -- Book-Entry
System for Certain Classes May Decrease Liquidity and
Delay Payment" and "Description of the Certificates
-- Book-Entry Registration and Definitive
Certificates."
Certain Federal Income
Tax Consequences ........ The Certificates of each series will constitute or
evidence ownership of either:
o "regular-interests" and "residual interests" in
a trust fund, or a designated portion thereof,
treated as "real estate mortgage investment
conduit" under Sections 860A through 860G of the
Internal Revenue Code of 1986, or
o interests in a trust fund treated as a grantor
trust under applicable provisions of the
Internal Revenue Code of 1986.
You should consult your tax advisor concerning the
specific tax consequences to you of the purchase,
ownership and disposition of the offered certificates
and you should review "Certain Federal Income Tax
Consequences" in this prospectus and in the related
prospectus supplement.
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7
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ERISA Considerations .... If you are a fiduciary of any employee benefit plan
or certain other retirement plans and arrangements,
including individual retirement accounts, annuities,
Keogh plans, and collective investment funds and
separate accounts in which such plans, accounts,
annuities or arrangements are invested, that is
subject to the Employee Retirement Income Security
Act of 1974, as amended, or Section 4975 of the
Internal Revenue Code of 1986, you should review with
your legal advisor whether the purchase or holding of
offered certificates could give rise to a transaction
that is prohibited or is not otherwise permissible
under the Employee Retirement Income Security Act of
1974, as amended, or Section 4975 of the Internal
Revenue Code of 1986. See "Certain ERISA
Considerations" in this prospectus and "ERISA
Considerations" in the related prospectus supplement.
Legal Investment ........ Your offered certificates will constitute "mortgage
related securities" for purposes of the Secondary
Mortgage Market Enhancement Act of 1984, as amended,
only if the related prospectus supplement so
provides. If your investment activities are subject
to legal investment laws and regulations, regulatory
capital requirements, or review by regulatory
authorities, you may be subject to restrictions on
investment in the Offered Certificates and should
consult your legal advisor to determine the
suitability and consequences of the purchase,
ownership, and sale of the offered certificates. See
"Legal Investment" in this prospectus and in the
related prospectus supplement.
Rating .................. At their respective dates of issuance, each class of
offered certificates will be rated not lower than
investment grade by one or more nationally recognized
statistical rating agencies. See "Rating" in this
prospectus and in the related prospectus supplement.
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8
RISK FACTORS
In considering an investment in the offered certificates of any series, you
should consider, among other things, the following risk factors and any other
risk factors set forth under the heading "Risk Factors" in the related
prospectus supplement. In general, to the extent that the factors discussed
below pertain to or are influenced by the characteristics or behavior of
mortgage loans included in a particular trust fund, they would similarly pertain
to and be influenced by the characteristics or behavior of the mortgage loans
underlying any mortgage-backed securities included in such trust fund.
THE LACK OF LIQUIDITY MAY MAKE IT DIFFICULT FOR YOU TO RESELL YOUR OFFERED
CERTIFICATES AND MAY HAVE AN ADVERSE EFFECT ON THE MARKET VALUE OF YOUR OFFERED
CERTIFICATES
Your offered certificates may have limited or no liquidity. Accordingly,
you may be forced to bear the risk of your investment in your offered
certificates for an indefinite period of time. Lack of liquidity could result in
a substantial decrease in the market value of your offered certificates.
Furthermore, except to the extent described in this prospectus and in the
related prospectus supplement, you will have no redemption rights, and your
offered certificates are subject to early retirement only under certain
specified circumstances described in this prospectus and in the related
prospectus supplement. See "Description of the Certificates -- Termination."
THE LACK OF A SECONDARY MARKET MAY MAKE IT DIFFICULT FOR YOU TO RESELL YOUR
OFFERED CERTIFICATES. We cannot assure you that a secondary market for your
offered certificates will develop. Even if a secondary market does develop, it
may not provide you with liquidity of investment and it may not continue for as
long as your certificates remain outstanding. The prospectus supplement may
indicate that an underwriter intends to establish a secondary market in your
offered certificates. However, no underwriter will be obligated to do so. Unless
the related prospectus supplement provides otherwise, the certificates will not
be listed on any securities exchange.
THE LIMITED NATURE OF ONGOING INFORMATION MAY MAKE IT DIFFICULT FOR YOU TO
RESELL YOUR OFFERED CERTIFICATES. The primary source of ongoing information
regarding your offered certificates, including information regarding the status
of the related assets of the trust fund, will be the periodic reports delivered
to you as described in this prospectus under the heading "Description of the
Certificates -- Reports to Certificateholders." We cannot assure you that any
additional ongoing information regarding your offered certificates will be
available through any other source. The limited nature of this information may
adversely affect the liquidity of your offered certificates.
THE MARKET VALUE OF YOUR OFFERED CERTIFICATES MAY BE ADVERSELY AFFECTED BY
FLUCTUATIONS IN PREVAILING INTEREST RATES. Even if a secondary market does
develop for your offered certificates, the market value of your certificates
will be affected by several factors, including:
o the perceived liquidity of your offered certificates, anticipated cash
flow of your offered certificates (which may vary widely depending upon
the prepayment and default assumptions applied in respect of the
underlying mortgage loans) and
o prevailing interest rates.
The price payable at any given time in respect of your offered certificates
may be extremely sensitive to small fluctuations in prevailing interest rates.
Accordingly, if you decide to sell your offered certificates in any secondary
market that may develop, you may have to sell them at a discount from the price
you paid. We are not aware of any source through which price information about
your offered certificates will be generally available on an ongoing basis.
THE TRUST FUND'S ASSETS MAY BE INSUFFICIENT TO ALLOW FOR PAYMENT IN FULL ON YOUR
CERTIFICATES
Unless the related prospectus supplement specifies otherwise, neither your
offered certificates nor the mortgage assets will be guaranteed or insured by us
or any of our affiliates, by any governmental agency or instrumentality or by
any other person or entity. In addition, your offered certificate will not
represent a claim against or security interest in the trust fund for any other
series.
9
Accordingly, if the related trust fund has insufficient assets to make payments
on your offered certificates, no other assets will be available for payment of
the deficiency, and you will be required to bear the consequent loss.
Furthermore, certain amounts on deposit from time to time in certain funds or
accounts constituting part of a trust fund, including the certificate account
and any accounts maintained as credit support, may be withdrawn under certain
conditions for purposes other than the payment of principal of or interest on
your certificates. If the related series of certificates includes one or more
classes of subordinate certificates, on any distribution date in respect of
which losses or shortfalls in collections on the mortgage assets have been
incurred, all or a portion of the amount of such losses or shortfalls will be
borne first by one or more classes of the subordinate certificates, and,
thereafter, by the remaining classes of certificates in the priority and manner
and subject to the limitations specified in such prospectus supplement.
ANY CREDIT SUPPORT FOR YOUR OFFERED CERTIFICATES MAY BE INSUFFICIENT TO PROTECT
YOU AGAINST ALL POTENTIAL LOSSES
Credit Support May Not Cover All Types of Losses. Use of credit support
will be subject to the conditions and limitations described in this prospectus
and in the related prospectus supplement. Moreover, such credit support may not
cover all potential losses or risks. For example, credit support may or may not
cover loss by reason of fraud or negligence by a mortgage loan originator or
other parties. Any losses not covered by credit support may, at least in part,
be allocated to one or more classes of your offered certificates.
Disproportionate Benefits May Be Given to Certain Classes and Series. A
series of certificates may include one or more classes of senior and subordinate
certificates. Although subordination is intended to reduce the likelihood of
temporary shortfalls and ultimate losses to holders of senior certificates, the
amount of subordination will be limited and may decline under certain
circumstances. In addition, if principal payments on one or more classes of
offered certificates of a series are made in a specified order of priority, any
related credit support may be exhausted before the principal of the later-paid
classes of offered certificates of such series has been repaid in full. As a
result, the impact of losses and shortfalls experienced with respect to the
mortgage assets may fall primarily upon such later-paid classes of subordinate
certificates. Moreover, if a form of credit support covers the offered
certificates of more than one series and losses on the related mortgage assets
exceed the amount of such credit support, it is possible that the holders of
offered certificates of one (or more) such series will be disproportionately
benefited by such credit support to the detriment of the holders of offered
certificates of one (or more) other such series.
The Amount of Credit Support Will Be Limited. The amount of any applicable
credit support supporting one or more classes of offered certificates, including
the subordination of one or more other classes of certificates, will be
determined on the basis of criteria established by each rating agency rating
such classes of certificates based on an assumed level of defaults,
delinquencies and losses on the underlying mortgage assets and certain other
factors. However, we can not assure you that the loss experienced on the related
mortgage assets will not exceed such assumed levels. See "Description of the
Certificates -- Allocation of Losses and Shortfalls" and "Description of Credit
Support." If the losses on the related mortgage assets do exceed such assumed
levels, you may be required to bear such additional losses.
PREPAYMENTS MAY REDUCE THE AVERAGE LIFE OF YOUR CERTIFICATES
As a result of prepayments on the mortgage loans, the amount and timing of
distributions of principal and/or interest on your offered certificates may be
highly unpredictable. Prepayments on the mortgage loans will result in a faster
rate of principal payments on one or more classes of certificates than if
payments on such mortgage loans were made as scheduled. Thus, the prepayment
experience on the mortgage loans may affect the average life of one or more
classes of your offered certificates. The rate of principal payments on pools of
mortgage loans varies among pools and from time to time is influenced by a
variety of economic, demographic, geographic, social, tax and
10
legal factors. For example, if prevailing interest rates fall significantly
below the interest rates borne by the mortgage loans, then principal prepayments
on such mortgage loans are likely to be higher than if prevailing interest rates
remain at or above the rates borne by those mortgage loans. Conversely, if
prevailing interest rates rise significantly above the mortgage rates borne by
the mortgage loans, then principal prepayments on such mortgage loans are likely
to be lower than if prevailing interest rates remain at or below the mortgage
rates borne by those mortgage loans. We cannot assure you as to the actual rate
of prepayment on the mortgage loans or that such rate of prepayment will conform
to any model described in this prospectus or in any prospectus supplement. As a
result, depending on the anticipated rate of prepayment for the mortgage loans,
the retirement of any class of your certificates could occur significantly
earlier or later, and the average life thereof could be significantly shorter or
longer, than expected.
The extent to which prepayments on the mortgage loans ultimately affect the
average life of any class of your offered certificates will depend on the terms
and provisions of your offered certificates. Your offered certificates may
provide that your offered certificates are entitled:
o to a pro rata share of the prepayments on the mortgage loans that are
distributable on such date,
o to a disproportionately large share of such prepayments, or
o to a disproportionately small share of such prepayments.
If your certificates entitle you to a disproportionately large share of the
prepayments on the mortgage loans, then there is an increased likelihood that
your certificates will be retired at an earlier date. If your certificates
entitle you to a disproportionately small share of the prepayments on the
mortgage loans, then there is an increased likelihood that the average life of
your certificates will be extended. As described in the related prospectus
supplement, your entitlement to receive payments (and, in particular,
prepayments) of principal of the mortgage loans may vary based on the occurrence
of certain events (e.g., the retirement of one or more classes of certificates
of such series) or may be subject to certain contingencies (e.g., prepayment and
default rates with respect to such mortgage loans).
A series of certificates may include one or more controlled amortization
classes, which will entitle the holders thereof to receive principal
distributions according to a specified principal payment schedule. Although
prepayment risk cannot be eliminated entirely for any class of certificates, a
controlled amortization class will generally provide a relatively stable cash
flow so long as the actual rate of prepayment on the mortgage loans in the
related trust fund remains relatively constant at the rate, or within the range
of rates, of prepayment used to establish the specific principal payment
schedule for such certificates. Prepayment risk with respect to a given mortgage
asset pool does not disappear, however, and the stability afforded to a
controlled amortization class comes at the expense of one or more companion
classes of the same series, any of which companion classes may also be a class
of offered certificates. In general, and as more specifically described in the
related prospectus supplement, a companion class may entitle the holders thereof
to a disproportionately large share of prepayments on the mortgage loans in the
related trust fund when the rate of prepayment is relatively fast, and/or may
entitle the holders thereof to a disproportionately small share of prepayments
on the mortgage loans in the related trust fund when the rate of prepayment is
relatively slow. As and to the extent described in the related prospectus
supplement, a companion class absorbs some (but not all) of the risk of early
retirement and/or the risk of extension that would otherwise belong to the
related controlled amortization class if all payments of principal of the
mortgage loans in the related trust fund were allocated on a pro rata basis.
PREPAYMENTS MAY REDUCE THE YIELD ON YOUR CERTIFICATES
Your offered certificates may be offered at a premium or discount. Yields
on such classes of certificates will be sensitive, and in some cases extremely
sensitive, to prepayments on the mortgage loans and, where the amount of
interest payable with respect to a class is
11
disproportionately large, as compared to the amount of principal, a holder might
fail to recover its original investment. If you purchase your offered
certificate at a discount, you should consider the risk that a slower than
anticipated rate of principal payments on the mortgage loans could result in an
actual yield that is lower than your anticipated yield. If you purchase your
offered certificates at a premium, you should consider the risk that a faster
than anticipated rate of principal payments could result in an actual yield that
is lower than your anticipated yield. See "Yield and Maturity Considerations."
RATINGS DO NOT GUARANTY PAYMENT
Any rating assigned by a rating agency to a class of your offered
certificates will reflect only its assessment of the likelihood that you will
receive payments to which you are entitled. Such rating will not constitute an
assessment of the likelihood that principal prepayments on the related mortgage
loans will be made, the degree to which the rate of such prepayments might
differ from that originally anticipated or the likelihood of early optional
termination of the related trust fund.
The amount, type and nature of credit support, if any, provided with
respect to your certificates will be determined on the basis of criteria
established by each rating agency rating your certificates. Those criteria are
sometimes based upon an actuarial analysis of the behavior of mortgage loans in
a larger group. However, we cannot assure you that the historical data
supporting any such actuarial analysis will accurately reflect future
experience, or that the data derived from a large pool of mortgage loans will
accurately predict the delinquency, foreclosure or loss experience of any
particular pool of mortgage loans.
In other cases, such criteria may be based upon determinations of the
values of the mortgaged properties that provide security for the mortgage loans.
However, we cannot assure you that those values will not decline in the future.
As a result, the credit support required in respect of your offered certificates
may be insufficient to fully protect you from losses on the related mortgage
asset pool. See "Description of Credit Support" and "Rating."
COMMERCIAL AND MULTIFAMILY MORTGAGE LOANS ARE SUBJECT TO CERTAIN RISKS WHICH
COULD ADVERSELY AFFECT THE PERFORMANCE OF YOUR OFFERED CERTIFICATES
REPAYMENT OF A COMMERCIAL OR MULTIFAMILY MORTGAGE LOAN DEPENDS ON THE
PERFORMANCE OF THE RELATED MORTGAGED PROPERTY, OF WHICH WE MAKE NO ASSURANCE.
Mortgage loans made on the security of multifamily or commercial property may
have a greater likelihood of delinquency and foreclosure, and a greater
likelihood of loss in the event thereof, than loans made on the security of an
owner-occupied single-family property. See "Description of the Trust Funds --
Mortgage Loans -- Default and Loss Considerations with Respect to the Mortgage
Loans." Commercial and multifamily lending typically involved larger loans to
single borrowers or groups of related borrowers than single-family loans. The
ability of a borrower to repay a loan secured by an income-producing property
typically is dependent primarily upon the successful operation of such property
rather than upon the existence of independent income or assets of the borrower.
If the net operating income of the property is reduced (for example, if rental
or occupancy rates decline or real estate tax rates or other operating expenses
increase), the borrower's ability to repay the loan may be impaired.
Commercial and multifamily real estate can be affected significantly by the
supply and demand in the market for the type of property securing the loan and,
therefore, may be subject to adverse economic conditions. Market values may vary
as a result of economic events or governmental regulations outside the control
of the borrower or lender that impact the cash flow of the property. For
example, some laws, such as the Americans with Disabilities Act, may require
modifications to properties, and rent control laws may limit rent collections in
the case of multifamily properties.
A number of the mortgage loans may be secured by liens on owner-occupied
mortgaged properties or on mortgaged properties leased to a single tenant or a
small number of significant
12
tenants. Accordingly, a decline in the financial condition of the borrower or a
significant tenant, as applicable, may have a disproportionately greater effect
on the net operating income from such mortgaged properties than would be the
case with respect to mortgaged properties with multiple tenants.
Furthermore, the value of any mortgaged property may be adversely affected
by risks generally incident to interests in real property, including
o changes in general or local economic conditions and/or specific
industry segments;
o declines in real estate values;
o declines in rental or occupancy rates;
o increases in interest rates, real estate tax rates and other operating
expenses;
o changes in governmental rules, regulations and fiscal policies,
including environmental legislation;
o natural disasters and civil disturbances such as earthquakes,
hurricanes, floods, eruptions, riots or other acts of God; and
o other circumstances, conditions or events beyond the control of a
master servicer or a special servicer.
Additional considerations may be presented by the type and use of a
particular mortgaged property. For instance,
o Mortgaged properties that operate as hospitals and nursing homes are
subject to significant governmental regulation of the ownership,
operation, maintenance and financing of health care institutions.
o Hotel and motel properties are often operated pursuant to franchise,
management or operating agreements that may be terminable by the
franchisor or operator, and the transferability of a hotel's operating,
liquor and other licenses upon a transfer of the hotel, whether through
purchase or foreclosure, is subject to local law requirements.
o The ability of a borrower to repay a mortgage loan secured by shares
allocable to one or more cooperative dwelling units may depend on the
ability of the dwelling units to generate sufficient rental income,
which may be subject to rent control or stabilization laws, to cover
both debt service on the loan as well as maintenance charges to the
cooperative. Further, a mortgage loan secured by cooperative shares is
subordinate to the mortgage, if any, on the cooperative apartment
building.
Mortgages on mortgaged properties which are owned by the borrower under a
condominium form of ownership are subject to the declaration, by-laws and other
rules and regulations of the condominium association.
Mortgaged properties which are cooperatively owned multifamily properties
may be subject to rent control laws, which could impact the future cash flows of
those properties.
Other multifamily properties, hotels, retail properties, office buildings,
manufactured housing properties, nursing homes and self-storage facilities
located in the areas of the mortgaged properties compete with the mortgaged
properties to attract residents and customers. The leasing of real estate is
highly competitive. The principal means of competition are price, location and
the nature and condition of the facility to be leased. A borrower under a
mortgage loan competes with all lessors and developers of comparable types of
real estate in the area in which the mortgaged property is located. Those
lessors or developers could have lower rentals, lower operating costs, more
favorable locations or better facilities. While a borrower under a mortgage loan
may renovate, refurbish or expand the mortgaged property to maintain it and
remain competitive, that renovation, refurbishment or expansion may itself
entail significant risk. Increased competition could adversely
13
affect income from and market value of the mortgaged properties. In addition,
the business conducted at each mortgaged property may face competition from
other industries and industry segments.
In addition, the concentration of default, foreclosure and loss risks in
individual mortgage loans in a particular trust fund will generally be greater
than for pools of single-family loans because the mortgage loans in a trust fund
will generally consist of a smaller number of higher balance loans than would a
pool of single-family loans of comparable aggregate unpaid principal balance.
THE MORTGAGE LOANS MAY BE NONRECOURSE LOANS OR LOANS WITH LIMITED RECOURSE.
Some or all of the mortgage loans will be nonrecourse loans or loans for which
recourse may be restricted or unenforceable. As to any such mortgage loan,
recourse in the event of borrower default will be limited to the specific real
property and other assets, if any, that were pledged to secure the mortgage
loan. However, even with respect to those mortgage loans that provide for
recourse against the borrower and its assets generally, we cannot assure you
that enforcement of such recourse provisions will be practicable, or that the
assets of the borrower will be sufficient to permit a recovery in respect of a
defaulted mortgage loan in excess of the liquidation value of the related
mortgaged property. See "Certain Legal Aspects of Mortgage Loans -- Foreclosure
- -- Anti-Deficiency Legislation."
CROSS-COLLATERALIZATION ARRANGEMENTS MAY BE CHALLENGED AS UNENFORCEABLE.
The mortgage asset pool may include groups of mortgage loans which are
cross-collateralized and cross-defaulted. These arrangements are designed
primarily to ensure that all of the collateral pledged to secure the respective
mortgage loans in a cross-collateralized group, and the cash flows generated by
such mortgage loans, are available to support debt service on, and ultimate
repayment of, the aggregate indebtedness evidenced by such mortgage loans. These
arrangements thus seek to reduce the risk that the inability of one or more of
the mortgaged properties securing any such group of mortgage loans to generate
net operating income sufficient to pay debt service will result in defaults and
ultimate losses.
There may not be complete identity of ownership of the mortgaged properties
securing a group of cross-collateralized mortgage loans. In such an instance,
creditors of one or more of the related borrowers could challenge the
cross-collateralization arrangement as a fraudulent conveyance. Generally, under
federal and most state fraudulent conveyance statutes, the incurring of an
obligation or the transfer of property by a person will be subject to avoidance
under certain circumstances if the person did not receive fair consideration or
reasonably equivalent value in exchange for such obligation or transfer and
o was insolvent or was rendered insolvent by such obligation or transfer,
o was engaged in business or a transaction, or was about to engage in
business or a transaction, for which any property remaining with the
person was an unreasonably small capital or
o intended to, or believed that it would, incur debts that would be
beyond the person's ability to pay as such debts matured.
Accordingly, a lien granted by a borrower to secure repayment of another
borrower's mortgage loan could be avoided if a court were to determine that
o such borrower was insolvent at the time of granting the lien, was
rendered insolvent by the granting of the lien, or was left with
inadequate capital, or was not able to pay its debts as they matured
and
o the borrower did not, when it allowed its mortgaged property to be
encumbered by a lien securing the entire indebtedness represented by
the other mortgage loan, receive fair consideration or reasonably
equivalent value for pledging such mortgaged property for the equal
benefit of the other borrower.
14
If the lien is avoided, the lender would lose the benefits afforded by such
lien.
The cross-collateralized mortgage loans constituting any group thereof may
be secured by mortgage liens on mortgaged properties located in different
states. Because of various state laws governing foreclosure or the exercise of a
power of sale and because, in general, foreclosure actions are brought in state
court, and the courts of one state cannot exercise jurisdiction over property in
another state, it may be necessary upon a default under any such mortgage loan
to foreclose on the related mortgaged properties in a particular order rather
than simultaneously in order to ensure that the lien of the related mortgages is
not impaired or released.
MORTGAGE LOAN WITH BALLOON PAYMENTS HAVE A GREATER RISK OF DEFAULT. Certain
of the mortgage loans may be non-amortizing or only partially amortizing. The
borrower under a mortgage loan of that type is required to make substantial
payments of principal (that is, balloon payments) at their stated maturity.
Mortgage loans of this type involve a greater likelihood of default than
self-amortizing loans because the ability of a borrower to make a balloon
payment depends upon the borrower's ability to refinance the loan or sell the
mortgaged property. The ability of the borrower to refinance the loan or sell
the property will be affected by a number of factors, including:
o the fair market value and condition of the related mortgaged property;
o the level of interest rates;
o the borrower's equity in the related mortgaged property;
o the borrower's financial condition;
o the operating history of the related mortgaged property;
o changes in zoning, tax and (and with respect to residential properties)
rent control laws;
o changes in competition in the relevant area;
o changes in rental rates in the relevant area;
o changes in governmental regulation and fiscal policy;
o prevailing general and regional economic conditions;
o the state of the fixed income and mortgage markets; and
o the availability of credit for multifamily rental or commercial
properties.
Neither we nor any of our affiliates will be obligated to refinance any
mortgage loan underlying your offered certificates.
The related master servicer or special servicer may, within prescribed
limits, extend and modify mortgage loans that are in default or as to which a
payment default is imminent in order to maximize recoveries on such mortgage
loans. See "Description of the Pooling Agreements -- Realization Upon Defaulted
Mortgage Loans." The related master servicer or special servicer is only
required to determine that any such extension or modification is reasonably
likely to produce a greater recovery than a liquidation of the real property
securing such mortgage loan. There is a risk that the decision of the master
servicer or special servicer to extend or modify a mortgage loan may not in fact
produce a greater recovery.
THE MASTER SERVICER OR THE SPECIAL SERVICER MAY EXPERIENCE DIFFICULTY IN
COLLECTING RENTS UPON THE DEFAULT AND/OR BANKRUPTCY OF A BORROWER. Some or all
of the mortgage loans may be secured by an assignment of leases and rents
pursuant to which the related borrower assigns to the lender its right, title
and interest as landlord under the leases of the related mortgaged property, and
the income derived from such leases as further security for the related mortgage
loan while retaining a license to collect rents for so long as there is no
default. If the borrower defaults, the license terminates and the lender is
entitled to collect rents. Some state laws may require that the lender take
possession of the mortgaged property and obtain a judicial appointment of a
receiver before
15
becoming entitled to collect the rents. In addition, if bankruptcy or similar
proceedings are commenced by or in respect of the borrower, the lender's ability
to collect the rents may be adversely affected. See "Certain Legal Aspects of
Mortgage Loans -- Leases and Rents."
DUE-ON-SALE AND DEBT-ACCELERATION CLAUSES MAY BE CHALLENGED AS
UNENFORCEABLE. Some or all of the mortgage loans may contain a due-on-sale
clause, which permits the lender, with some exceptions, to accelerate the
maturity of the related mortgaged loan if the borrower sells, transfers or
conveys the related mortgaged property or its interest in the mortgaged
property.
Mortgages also may include a debt-acceleration clause, which permits the
lender to accelerate the debt upon a monetary or non-monetary default by the
related borrower. The courts of all states will enforce acceleration clauses in
the event of a material payment default. The equity courts of any state,
however, may refuse to allow the foreclosure of a mortgage, deed of trust, or
other security instrument or to permit the acceleration of the indebtedness if
o the exercise of those remedies would be inequitable or unjust; or
o the circumstances would render the acceleration unconscionable.
ENVIRONMENTAL ISSUES AT THE MORTGAGED PROPERTIES MAY ADVERSELY AFFECT
PAYMENTS ON YOUR CERTIFICATES. Under federal law and the laws of certain states,
contamination of real property may give rise to a lien on the property to assure
or reimburse the costs of cleanup. In several states, that lien has priority
over an existing mortgage lien on that property. In addition, under various
federal, state and local laws, ordinances and regulations, an owner or operator
of real estate may be liable for the costs of removal or remediation of
hazardous substances or toxic substances on, in or beneath the property. This
liability may be imposed without regard to whether the owner knew of, or was
responsible for, the presence of those hazardous or toxic substances. The costs
of any required remediation and the owner or operator's liability for them as to
any property are generally not limited under these laws, ordinances and
regulations and could exceed the value of the mortgaged property and the
aggregate assets of the owner or operator. In addition, as to the owners or
operators of mortgaged properties that generate hazardous substances that are
disposed of at "offsite" locations, the owners or operators may be held
strictly, jointly and severally liable if there are releases or threatened
releases of hazardous substances at the off-site locations where that person's
hazardous substances were disposed.
The trust may attempt to reduce its potential exposure to cleanup costs by
o establishing reserves for cleanup costs when they can be anticipated
and estimated; or
o designating the trust as the named insured in specialized environmental
insurance that is designed for secured lenders.
However, we cannot assure you that reserves or environmental insurance will
in fact be applicable or adequate to cover all costs and any other liabilities
that may eventually be incurred.
Under the federal Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended, as well as other federal and state laws, a
secured lender (such as the trust) may be liable as an "owner" or "operator" for
the costs of dealing with hazardous substances affecting a borrower's property,
if agents or employees of the lender have participated in the management or
operations of the borrower's property. This liability could exist even if a
previous owner caused the environmental damage. The trust's potential exposure
to liability for cleanup costs may increase if the trust actually takes
possession of a borrower's property, or control of its day-to-day operations, as
for example through the appointment of a receiver.
See "Certain Legal Aspects of Mortgage Loans -- Environmental
Considerations."
LACK OF INSURANCE COVERAGE EXPOSES YOU TO THE RISK OF CERTAIN SPECIAL
HAZARD LOSSES. Unless the related prospectus supplement otherwise provides, the
master servicer and special servicer for the related trust fund will be required
to cause the borrower on each mortgage loan to maintain such insurance coverage
in respect of the related mortgaged property as is required under the related
16
mortgage (unless each of the master servicer and the special servicer maintain a
blanket policy). In general, the standard form of fire and extended coverage
policy covers physical damage to or destruction of the improvements of the
property by fire, lightning, explosion, smoke, windstorm and hail, and riot,
strike and civil commotion, subject to the conditions and exclusions specified
in each policy. Most policies typically do not cover any physical damage
resulting from, among other things --
o war;
o revolution;
o governmental actions;
o floods and other water-related causes;
o earth movement, including earthquakes, landslides and mudflows;
o wet or dry rot;
o vermin; and
o domestic animals.
Unless the related mortgage loan documents specifically require the
borrower to insure against physical damage arising from such causes, then, the
resulting losses may be borne by you as a holder of offered certificates. See
"Description of the Pooling Agreements -- Hazard Insurance Policies."
GEOGRAPHIC CONCENTRATION WITHIN A TRUST FUND EXPOSES INVESTORS TO GREATER
RISK OF DEFAULT AND LOSS. Certain geographic regions of the United States from
time to time will experience weaker regional economic conditions and housing
markets, and, consequently, will experience higher rates of loss and delinquency
than will be experienced on mortgage loans generally. For example, a region's
economic condition and housing market may be directly, or indirectly, adversely
affected by natural disasters or civil disturbances such as earthquakes,
hurricanes, floods, eruptions or riots. The economic impact of any of these
types of events may also be felt in areas beyond the region immediately affected
by the disaster or disturbance. The mortgage loans securing certain series of
certificates may be concentrated in these regions, and such concentration may
present risk considerations in addition to those generally present for similar
mortgage-backed securities without such concentration.
SOME CERTIFICATES MAY NOT BE APPROPRIATE FOR ERISA PLANS
Generally, ERISA applies to investments made by employee benefit plans and
transactions involving the assets of those plans. Due to the complexity of
regulations that govern those plans, if you are subject to ERISA you should
consult your own counsel regarding consequences under ERISA of acquisition,
ownership and disposition of your offered certificates. See "Certain ERISA
Considerations."
RESIDUAL INTERESTS IN A REAL ESTATE MORTGAGE INVESTMENT CONDUIT HAVE ADVERSE TAX
CONSEQUENCES
If you hold certain classes of certificates that constitute a residual
interest in a "real estate mortgage investment conduit," for federal income tax
purposes, you will be required to report on your federal income tax returns as
ordinary income your pro rata share of the taxable income of the REMIC,
regardless of the amount or timing of your receipt of cash payments, as
described in "Certain Federal Income Tax Consequences -- Federal Income Tax
Consequences for REMIC Certificates." Accordingly, under certain circumstances,
if you hold residual certificates you may have taxable income and tax
liabilities arising from your investment during a taxable year in excess of the
cash received during that period. The requirement to report your pro rata share
of the taxable income and net loss of the REMIC may continue until the principal
balances of all classes
17
of certificates of the related series have been reduced to zero, even though you
have received full payment of your stated interest and principal, if any. A
portion or, in certain circumstances, all, of your share of the REMIC taxable
income may be treated as "excess inclusion" income to you, which generally, will
not be subject to offset by losses from other activities, if you are a
tax-exempt holder, will be treated as unrelated business taxable income, and if
you are a foreign holder, will not qualify for exemption from withholding tax.
If you are an individual and you hold a class of residual certificates, you
may be limited in your ability to deduct servicing fees and other expenses of
the REMIC. In addition, classes of residual certificates are subject to certain
restrictions on transfer. Because of the special tax treatment of classes of
residual certificates, the taxable income arising in a given year on a class of
residual certificates will not be equal to the taxable income associated with
investment in a corporate bond or stripped instrument having similar cash flow
characteristics and pre-tax yield. As a result, the after-tax yield on the
classes of residual certificates may be significantly less than that of a
corporate bond or stripped instrument having similar cash flow characteristics
or may be negative.
CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING ORIGINAL ISSUE DISCOUNT
Certain classes of certificates of a series may be issued with "original
issue discount" for federal income tax purposes, which generally will result in
recognition of some taxable income in advance of the receipt of cash
attributable to that income. See "Certain Federal Income Tax Consequences --
Taxation of Regular Certificates."
BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS
Under the federal bankruptcy code, the filing of a petition in bankruptcy
by or against a borrower will stay the sale of the related mortgaged property
owned by that borrower, as well as the commencement or continuation of a
foreclosure action.
In addition, even if a court determines that the value of a mortgaged
property is less than the principal balance of the mortgage loan it secures, the
court may prevent a lender from foreclosing on such mortgaged property, subject
to certain protections available to the lender. As part of a restructuring plan,
a court also may reduce the amount of secured indebtedness to the then-current
value of such mortgaged property. This action would make the lender a general
unsecured creditor for the difference between the then-current value of the
property and the amount of its outstanding mortgage indebtedness.
A bankruptcy court may also --
o grant a debtor a reasonable time to cure a payment default on a
mortgage loan;
o reduce monthly payments due under a mortgage loan;
o change the rate of interest due on a mortgage loan; or
o otherwise alter a mortgage loan's repayment schedule.
Moreover, the filing of a petition in bankruptcy by, or on behalf of, a
junior lienholder may stay the senior lienholder from taking action to foreclose
on the junior lien. Additionally, the borrower, as debtor-in-possession, or its
bankruptcy trustee has special powers to avoid, subordinate or disallow debts.
In certain circumstances, the claims of the trustee may be subordinated to
financing obtained by a debtor-in-possession subsequent to its bankruptcy.
Under the federal bankruptcy code, the lender will be stayed from enforcing
a borrower's assignment of rents and leases. The federal bankruptcy code also
may interfere with the trustee's ability to enforce lockbox requirements. The
legal proceedings necessary to resolve these issues can be time consuming and
costly and may significantly delay or diminish the receipt of rents. Rents also
may escape an assignment to the extent they are used by the borrower to maintain
the mortgaged property or for other court authorized expenses.
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As a result of the foregoing, the trustee's recovery with respect to
borrowers in bankruptcy proceedings may be significantly delayed, and the
aggregate amount ultimately collected may be substantially less than the amount
owed.
BOOK-ENTRY SYSTEM FOR CERTAIN CLASSES MAY DECREASELLIQUIDITY AND DELAY PAYMENT
If the related prospectus supplement so provides, one or more classes of
your offered certificates will be issued as book-entry certificates. Each class
of book-entry certificates will be initially represented by one or more
certificates registered in the name of a nominee for The Depository Trust
Company, or DTC. Transactions in book-entry certificates of any series generally
can be effected only through The Depository Trust Company and its participating
organizations. You are therefore subject to the following risks:
o The liquidity of book-entry certificates in any secondary trading
market that may develop may be limited because investors may be
unwilling to purchase certificates for which they cannot obtain
physical certificates.
o Your ability to pledge certificates to persons or entities that do not
participate in the DTC system, or otherwise to take action in respect
of the certificates, may be limited due to lack of a physical security
representing the certificates.
o Your access to information regarding the certificates may be limited
since conveyance of notices and other communications by The Depository
Trust Company to its participating organizations, and directly and
indirectly through those participating organizations to you, will be
governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect at that time.
o You may experience some delay in receiving distributions of interest
and principal on your certificates because distributions will be made
by the trustee to DTC and DTC will then be required to credit those
distributions to the accounts of its participating organizations and
only then will they be credited to your account either directly or
indirectly through DTC's participating organizations.
See "Description of the Certificates -- Book-Entry Registration and
Definitive Certificates."
INCLUSION OF DELINQUENT AND NONPERFORMING MORTGAGE LOANS IN A MORTGAGE ASSET
POOL
The trust fund may include mortgage loans that are past due or are
nonperforming. However, mortgage loans which are seriously delinquent loans
(that is, loans more than 60 days delinquent or as to which foreclosure has been
commenced) will not constitute a material concentration of the mortgage loans,
based on principal balance at the time the trust fund is formed. The related
prospectus supplement may provide that the servicing of such mortgage loans will
be performed by the special servicer. However, the same entity may act as both
master servicer and special servicer. Credit support provided with respect to
your certificates may not cover all losses related to such delinquent or
nonperforming mortgage loans, and you should consider the risk that their
inclusion in a mortgage pool may result in a greater rate of defaults and
prepayments and, consequently, reduce yield on your certificates. See
"Description of the Trust Funds -- Mortgage Loans -- General."
TERMINATION OF THE TRUST FUND COULD AFFECT THE YIELD ON YOUR OFFERED
CERTIFICATES
The related prospectus supplement may provide that, upon the reduction of
the certificate balance of a specified class or classes of certificates by a
specified percentage or amount or upon a specified date, a party designated
therein may be authorized or required to solicit bids for the purchase of all
the mortgage assets of the related trust fund, or of a sufficient portion of
such mortgage assets to retire such class or classes. The solicitation of bids
will be conducted in a commercially reasonable manner and, generally, assets
will be sold at their fair market value. In
19
addition, the related prospectus supplement may provide that, upon the reduction
of the aggregate principal balance of some or all of the mortgage assets by a
specified percentage, a party or parties designated in the prospectus supplement
may be authorized to purchase such mortgage assets, generally at a price equal
to, in the case of any mortgage asset, the unpaid principal balance of such
mortgage asset plus accrued interest (or, in some cases, at fair market value).
However, circumstances may arise in which such fair market value may be less
than the unpaid balance of the related mortgage assets sold together with
interest thereon, and you may therefore receive an amount less than the
certificate balance of, and accrued unpaid interest on, your offered
certificates. See "Description of the Certificates -- Termination."
DESCRIPTION OF THE TRUST FUNDS
GENERAL
The primary assets of each trust fund will consist of:
o various types of multifamily or commercial mortgage loans,
o mortgage participations, pass-through certificates or other
mortgage-backed securities ("MBS") that evidence interests in one or
more of various types of multifamily or commercial mortgage loans or
o a combination of mortgage loans and MBS.
Each trust fund will be established by the depositor. Each mortgage asset
will be selected by the depositor for inclusion in a trust fund from among those
purchased, either directly or indirectly, from a mortgage asset seller, which
mortgage asset seller may or may not be the originator of such mortgage loan or
the issuer of such MBS. The mortgage assets will not be guaranteed or insured by
the depositor or any of its affiliates or, unless otherwise provided in the
related prospectus supplement, by any governmental agency or instrumentality or
by any other person. The discussion below under the heading "-- Mortgage Loans,"
unless otherwise noted, applies equally to mortgage loans underlying any MBS
included in a particular trust fund.
MORTGAGE LOANS
General. The mortgage loans will be evidenced by promissory notes secured
by mortgages, deeds of trust or similar security instruments that create first
or junior liens on fee or leasehold estates in properties consisting of one or
more of the following types of real property:
o residential properties consisting of five or more rental or
cooperatively-owned dwelling units in high-rise, mid-rise or garden
apartment buildings or other residential structures, and mobile home
parks; and
o commercial properties consisting of office buildings, retail shopping
facilities, such as shopping centers, malls and individual stores,
hotels or motels, health care-related facilities (such as hospitals,
skilled nursing facilities, nursing homes, congregate care facilities
and senior housing), recreational vehicle parks, warehouse facilities,
mini-warehouse facilities, self-storage facilities, industrial
facilities, parking lots, restaurants, mixed use properties (that is,
any combination of the foregoing), and unimproved land.
The multifamily properties may include mixed commercial and residential
structures and apartment buildings owned by private cooperative housing
corporations. Unless otherwise specified in the related prospectus supplement,
each mortgage will create a first priority mortgage lien on a fee estate in a
mortgaged property. If a mortgage creates a lien on a borrower's leasehold
estate in a property, then, unless otherwise specified in the related prospectus
supplement, the term of any such leasehold will exceed the term of the mortgage
note by at least ten years. Each mortgage loan will have been originated by a
person other than the depositor. In some cases, that originator or assignee will
be an affiliate of the depositor.
20
If so provided in the related prospectus supplement, mortgage assets for a
series of certificates may include mortgage loans secured by junior liens, and
the loans secured by the related senior liens may not be included in the
mortgage pool. The primary risk to holders of mortgage loans secured by junior
liens is the possibility that adequate funds will not be received in connection
with a foreclosure of the related senior liens to satisfy fully both the senior
liens and the mortgage loan. In the event that a holder of a senior lien
forecloses on a mortgaged property, the proceeds of the foreclosure or similar
sale will be applied first to the payment of court costs and fees in connection
with the foreclosure, second to real estate taxes, third in satisfaction of all
principal, interest, prepayment or acceleration penalties, if any, and any other
sums due and owing to the holder of the senior liens. The claims of the holders
of the senior liens will be satisfied in full out of proceeds of the liquidation
of the related mortgage property, if such proceeds are sufficient, before the
trust fund as holder of the junior lien receives any payments in respect of the
mortgage loan. If the master servicer were to foreclose on any mortgage loan, it
would do so subject to any related senior liens. In order for the debt related
to such mortgage loan to be paid in full at such sale, a bidder at the
foreclosure sale of such mortgage loan would have to bid an amount sufficient to
pay off all sums due under the mortgage loan and any senior liens or purchase
the mortgaged property subject to such senior liens. In the event that such
proceeds from a foreclosure or similar sale of the related mortgaged property
are insufficient to satisfy all senior liens and the mortgage loan in the
aggregate, the trust fund, as the holder of the junior lien, (and, accordingly,
holders of one or more classes of the certificates of the related series) bear
o the risk of delay in distributions while a deficiency judgment against
the borrower is obtained, and
o the risk of loss if the deficiency judgment is not obtained and
satisfied. Moreover, deficiency judgments may not be available in
certain jurisdictions, or the particular mortgage loan may be a
nonrecourse loan, which means that, absent special facts, recourse in
the case of default will be limited to the mortgaged property and such
other assets, if any, that were pledged to secure repayment of the
mortgage loan.
If so specified in the related prospectus supplement, the mortgage assets
for a particular series of certificates may include mortgage loans that are
delinquent or nonperforming as of the date such certificates are issued. In that
case, the related prospectus supplement will set forth, as to each such mortgage
loan, available information as to the period of such delinquency or
nonperformance, any forbearance arrangement then in effect, the condition of the
related mortgaged property and the ability of the mortgaged property to generate
income to service the mortgage debt. However, mortgage loans which are seriously
delinquent loans (that is, loans more than 60 days delinquent or as to which
foreclosure has been commenced) will not constitute a material concentration of
the mortgage loans in any trust fund, based on principal balance at the time
such trust fund is formed.
Default and Loss Considerations with Respect to the Mortgage Loans.
Mortgage loans secured by liens on income-producing properties are substantially
different from loans made on the security of owner-occupied single-family homes.
The repayment of a loan secured by a lien on an income-producing property is
typically dependent upon the successful operation of such property (that is, its
ability to generate income). Moreover, as noted above, some or all of the
mortgage loans included in a particular trust fund may be nonrecourse loans.
Lenders typically look to the Debt Service Coverage Ratio of a loan secured
by income-producing property as an important factor in evaluating the likelihood
of default on such a loan. Unless otherwise defined in the related prospectus
supplement, the "Debt Service Coverage Ratio" of a mortgage loan at any given
time is the ratio of
o the Net Operating Income derived from the related mortgaged property
for a twelve-month period to
21
o the annualized scheduled payments of principal and/or interest on the
mortgage loan and any other loans senior thereto that are secured by
the related mortgaged property.
Unless otherwise defined in the related prospectus supplement, "Net
Operating Income" means, for any given period, the total operating revenues
derived from a mortgaged property during such period, minus the total operating
expenses incurred in respect of such mortgaged property during such period other
than
o non-cash items such as depreciation and amortization,
o capital expenditures, and
o debt service on the related mortgage loan or on any other loans that
are secured by such mortgaged property.
The Net Operating Income of a mortgaged property will generally fluctuate
over time and may or may not be sufficient to cover debt service on the related
mortgage loan at any given time. As the primary source of the operating revenues
of a non-owner occupied, income-producing property, rental income (and, with
respect to a mortgage loan secured by a cooperative apartment building,
maintenance payments from tenant-stockholders of a cooperative) may be affected
by the condition of the applicable real estate market and/or area economy. In
addition, properties typically leased, occupied or used on a short-term basis,
such as certain health care-related facilities, hotels and motels, and
mini-warehouse and self-storage facilities, tend to be affected more rapidly by
changes in market or business conditions than do properties typically leased for
longer periods, such as warehouses, retail stores, office buildings and
industrial facilities. Commercial properties may be owner-occupied or leased to
a small number of tenants. Thus, the Net Operating Income of such a mortgaged
property may depend substantially on the financial condition of the borrower or
a tenant, and mortgage loans secured by liens on such properties may pose a
greater likelihood of default and loss than loans secured by liens on
multifamily properties or on multi-tenant commercial properties.
Increases in operating expenses due to the general economic climate or
economic conditions in a locality or industry segment, such as increases in
interest rates, real estate tax rates, energy costs, labor costs and other
operating expenses, and/or to changes in governmental rules, regulations and
fiscal policies, may also affect the likelihood of default on a mortgage loan.
As may be further described in the related prospectus supplement, in some cases
leases of mortgaged properties may provide that the lessee, rather than the
borrower/landlord, is responsible for payment of operating expenses ("Net
Leases"). However, the existence of such "net of expense" provisions will result
in stable Net Operating Income to the borrower/landlord only to the extent that
the lessee is able to absorb operating expense increases while continuing to
make rent payments.
Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a factor
in evaluating the likelihood of loss if a property must be liquidated following
a default. Unless otherwise defined in the related prospectus supplement, the
"Loan-to-Value Ratio" of a mortgage loan at any given time is the ratio
(expressed as a percentage) of
o the then outstanding principal balance of the mortgage loan and any
other loans senior thereto that are secured by the related mortgaged
property to
o the Value of the related mortgaged property.
Unless otherwise specified in the related prospectus supplement, the
"Value" of a mortgaged property will be its fair market value as determined by
an appraisal of such property conducted by or on behalf of the originator in
connection with the origination of such loan. The lower the Loan-to-Value Ratio,
the greater the percentage of the borrower's equity in a mortgaged property, and
thus
22
o the greater the incentive of the borrower to perform under the terms of
the related mortgage loan (in order to protect such equity) and
o the greater the cushion provided to the lender against loss on
liquidation following a default.
Loan-to-Value Ratios will not necessarily constitute an accurate measure of
the likelihood of liquidation loss in a pool of mortgage loans. For example, the
value of a mortgaged property as of the date of initial issuance of the related
series of certificates may be less than the Value determined at loan
origination, and will likely continue to fluctuate from time to time based upon
certain factors including changes in economic conditions and the real estate
market. Moreover, even when current, an appraisal is not necessarily a reliable
estimate of value. Appraised values of income-producing properties are generally
based on
o the market comparison method (recent resale value of comparable
properties at the date of the appraisal),
o the cost replacement method (the cost of replacing the property at such
date),
o the income capitalization method (a projection of value based upon the
property's projected net cash flow), or
o upon a selection from or interpolation of the values derived from such
methods.
Each of these appraisal methods can present analytical difficulties. It is
often difficult to find truly comparable properties that have recently been
sold; the replacement cost of a property may have little to do with its current
market value; and income capitalization is inherently based on inexact
projections of income and expense and the selection of an appropriate
capitalization rate and discount rate. Where more than one of these appraisal
methods are used and provide significantly different results, an accurate
determination of value and, correspondingly, a reliable analysis of the
likelihood of default and loss, is even more difficult.
Although there may be multiple methods for determining the value of a
mortgaged property, value will in all cases be affected by property performance.
As a result, if a mortgage loan defaults because the income generated by the
related mortgaged property is insufficient to cover operating costs and expenses
and pay debt service, then the value of the mortgaged property will reflect such
and a liquidation loss may occur.
While we believe that the foregoing considerations are important factors
that generally distinguish loans secured by liens on income-producing real
estate from single-family mortgage loans, we cannot assure you that all of such
factors will in fact have been prudently considered by the originators of the
mortgage loans, or that, for a particular mortgage loan, they are complete or
relevant. See "Risk Factors -- Commercial and Multifamily Mortgage Loans Are
Subject to Certain Risks Which Could Adversely Affect the Performance of Your
Offered Certificates -- Repayment of a Commercial or Multifamily Mortgage Loan
Depends on the Performance of the Related Mortgaged Property, of Which We Make
No Assurance" and "-- Commercial and Multifamily Mortgage Loans Are Subject to
Certain Risks Which Could Adversely Affect the Performance of Your Offered
Certificates -- Mortgage Loans With Balloon Payments Have a Greater Risk of
Default."
PAYMENT PROVISIONS OF THE MORTGAGE LOANS. All of the mortgage loans will
o have had original terms to maturity of not more than 40 years and
o provide for scheduled payments of principal, interest or both, to be
made on due dates that occur monthly, quarterly, semiannually or
annually.
A mortgage loan
o may provide for no accrual of interest or for accrual of interest
thereon at an interest rate, that is fixed over its term or that
adjusts from time to time, or that may be converted at the
23
borrower's election from an adjustable to a fixed interest rate or from
a fixed to an adjustable interest rate,
o may provide for level payments to maturity or for payments that adjust
from time to time to accommodate changes in the interest rate or to
reflect the occurrence of certain events, and may permit negative
amortization,
o may be fully amortizing or may be partially amortizing or
non-amortizing, with a balloon payment due on its stated maturity date,
and
o may prohibit over its term or for a certain period prepayments (the
period of such prohibition, a "Lock-out Period" and its date of
expiration, a "Lock-out Date") and/or require payment of a premium or a
yield maintenance payment (a "Prepayment Premium") in connection with
certain prepayments, in each case as described in the related
prospectus supplement.
A mortgage loan may also contain a provision that entitles the lender to a
share of appreciation of the related mortgaged property, or profits realized
from the operation or disposition of such mortgaged property or the benefit, if
any, resulting from the refinancing of the mortgage loan (any such provision, an
"Equity Participation"), as described in the related prospectus supplement.
MORTGAGE LOAN INFORMATION IN PROSPECTUS SUPPLEMENTS. Each prospectus
supplement will contain certain information pertaining to the mortgage loans,
which, to the extent then applicable, will generally include the following:
o the aggregate outstanding principal balance and the largest, smallest
and average outstanding principal balance of the mortgage loans,
o the type or types of property that provide security for repayment of
the mortgage loans,
o the earliest and latest origination date and maturity date of the
mortgage loans,
o the original and remaining terms to maturity of the mortgage loans, or
the respective ranges thereof, and the weighted average original and
remaining terms to maturity of the mortgage loans,
o the Loan-to-Value Ratios of the mortgage loans (either at origination
or as of a more recent date), or the range thereof, and the weighted
average of such Loan-to-Value Ratios,
o the interest rates borne by the mortgage loans, or the range thereof,
and the weighted average interest rate borne by the mortgage loans,
o with respect to mortgage loans with adjustable interest rates ("ARM
Loans"), the index or indices upon which such adjustments are based,
the adjustment dates, the range of gross margins and the weighted
average gross margin, and any limits on interest rate adjustments at
the time of any adjustment and over the life of the ARM Loan,
o information regarding the payment characteristics of the mortgage
loans, including, without limitation, balloon payment and other
amortization provisions, Lock-out Periods and Prepayment Premiums,
o the Debt Service Coverage Ratios of the mortgage loans (either at
origination or as of a more recent date), or the range thereof, and the
weighted average of such Debt Service Coverage Ratios, and
o the geographic distribution of the mortgaged properties on a
state-by-state basis.
In appropriate cases, the related prospectus supplement will also contain
certain information available to the depositor that pertains to the provisions
of leases and the nature of tenants of the mortgaged properties. If the
depositor is unable to provide the specific information described above at the
time offered certificates of a series are initially offered, more general
information of the nature described above will be provided in the related
prospectus supplement, and specific information will be set forth in a report
which will be available to purchasers of those certificates at or before
24
the initial issuance thereof and will be filed as part of a Current Report on
Form 8-K with the Securities and Exchange Commission within fifteen days
following such issuance.
If any mortgage loan, or group of related mortgage loans, constitutes a
concentration of credit risk, financial statements or other financial
information with respect to the related mortgaged property or mortgaged
properties will be included in the related prospectus supplement.
If and to the extent available and relevant to an investment decision in
the offered certificates of the related series, information regarding the
prepayment experience of a master servicer's multifamily and/or commercial
mortgage loan servicing portfolio will be included in the related prospectus
supplement. However, many servicers do not maintain records regarding such
matters or, at least, not in a format that can be readily aggregated. In
addition, the relevant characteristics of a master servicer's servicing
portfolio may be so materially different from those of the related mortgage
asset pool that such prepayment experience would not be meaningful to an
investor. For example, differences in geographic dispersion, property type
and/or loan terms (e.g., mortgage rates, terms to maturity and/or prepayment
restrictions) between the two pools of loans could render the master servicer's
prepayment experience irrelevant. Because of the nature of the assets to be
serviced and administered by a special servicer, no comparable prepayment
information will be presented with respect to the special servicer's multifamily
and/or commercial mortgage loan servicing portfolio.
MBS
MBS may include
o private-label (that is, not issued, insured or guaranteed by the United
States or any agency or instrumentality thereof) mortgage
participations, mortgage pass-through certificates or other
mortgage-backed securities or
o certificates issued and/or insured or guaranteed by the Federal Home
Loan Mortgage Corporation ("FHLMC"), the Federal National Mortgage
Association ("FNMA"), the Governmental National Mortgage Association
("GNMA") or the Federal Agricultural Mortgage Corporation ("FAMC"),
provided that, unless otherwise specified in the related prospectus supplement,
each MBS will evidence an interest in, or will be secured by a pledge of,
mortgage loans that conform to the descriptions of the mortgage loans contained
herein.
Except in the case of a pro rata mortgage participation in a single
mortgage loan or a pool of mortgage loans, each MBS included in a mortgage asset
pool:
o either will (i) have been previously registered under the Securities
Act of 1933, as amended, (ii) be exempt from such registration
requirements or (iii) have been held for at least the holding period
specified in Rule 144(k) under the Securities Act of 1933, as amended;
and
o either (i) will have been acquired (other than from the depositor or
one of its affiliates) in bona fide secondary market transactions or
(ii) if so specified in the related prospectus supplement, may be
derived from the depositor (or its affiliate's) unsold allotments from
the depositor (or its affiliate's) previous offerings.
Any MBS will have been issued pursuant to a participation and servicing
agreement, a pooling and servicing agreement, an indenture or similar agreement
(an "MBS Agreement"). The issuer of the MBS (the "MBS Issuer") and/or the
servicer of the underlying mortgage loans (the "MBS Servicer") will be parties
to the MBS Agreement, generally together with a trustee (the "MBS Trustee") or,
in the alternative, with the original purchaser or purchasers of the MBS.
The MBS may have been issued in one or more classes with characteristics
similar to the classes of certificates described herein. Distributions in
respect of the MBS will be made by the MBS Issuer, the MBS Servicer or the MBS
Trustee on the dates specified in the related prospectus supplement.
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The MBS Issuer or the MBS Servicer or another person specified in the related
prospectus supplement may have the right or obligation to repurchase or
substitute assets underlying the MBS after a certain date or under other
circumstances specified in the related prospectus supplement.
Reserve funds, subordination or other credit support similar to that
described for the certificates under "Description of Credit Support" may have
been provided with respect to the MBS. The type, characteristics and amount of
such credit support, if any, will be a function of the characteristics of the
underlying mortgage loans and other factors and generally will have been
established on the basis of the requirements of any rating agency that may have
assigned a rating to the MBS, or by the initial purchasers of the MBS.
The prospectus supplement for a series of certificates that evidence
interests in MBS will specify:
o the aggregate approximate initial and outstanding principal amount(s)
and type of the MBS to be included in the trust fund,
o the original and remaining term(s) to stated maturity of the MBS, if
applicable,
o the pass-through or bond rate(s) of the MBS or the formula for
determining such rate(s),
o the payment characteristics of the MBS,
o the MBS Issuer, MBS Servicer and MBS Trustee, as applicable, of each of
the MBS,
o a description of the related credit support, if any,
o the circumstances under which the related underlying mortgage loans, or
the MBS themselves, may be purchased prior to their maturity,
o the terms on which mortgage loans may be substituted for those
originally underlying the MBS,
o the type of mortgage loans underlying the MBS and, to the extent
appropriate under the circumstances, such other information in respect
of the underlying mortgage loans described under "-- Mortgage Loans --
Mortgage Loan Information in Prospectus Supplements," and
o the characteristics of any cash flow agreements that relate to the MBS.
If specified in the prospectus supplement for a series of certificates, a
trust fund may contain one or more MBS issued by the depositor that each
represent an interest in one or more mortgage loans. The prospectus supplement
for a series will contain the disclosure concerning the MBS described in the
preceding paragraph and, in particular, will disclose such mortgage loans
appropriately in light of the percentage of the aggregate principal balance of
all assets represented by the principal balance of the MBS.
The depositor will provide the same information regarding the MBS in any
trust fund in its reports filed under the Securities Exchange Act of 1934 with
respect to such trust fund as was provided by the related MBS Issuer in its own
such reports if such MBS was publicly offered or the reports the related MBS
Issuer provides the related MBS Trustee if such MBS was privately issued.
CERTIFICATE ACCOUNTS
Each trust fund will include one or more accounts (collectively, the
"Certificate Account") established and maintained on behalf of the
certificateholders into which all payments and collections received or advanced
with respect to the mortgage assets and other assets in the trust fund will be
deposited to the extent described herein and in the related prospectus
supplement. See "Description of the Pooling Agreements -- Certificate Account."
26
CREDIT SUPPORT
If so provided in the prospectus supplement for a series of certificates,
partial or full protection against certain defaults and losses on the mortgage
assets in the related trust fund may be provided to one or more classes of
certificates of such series in the form of subordination of one or more other
classes of certificates of such series or by one or more other types of credit
support, which may include
o a letter of credit,
o a surety bond,
o an insurance policy,
o a guarantee,
o a reserve fund,
o or any combination thereof (any such coverage with respect to the
certificate of any series, "Credit Support").
The amount and types of such credit support, the identity of the entity
providing it (if applicable) and related information with respect to each type
of Credit Support, if any, will be set forth in the prospectus supplement for a
series of certificates. See "Risk Factors -- Any Credit Support For Your Offered
Certificates May Be Insufficient" and "Description of Credit Support."
CASH FLOW AGREEMENTS
If so provided in the prospectus supplement for a series of certificates,
the related trust fund may include
o guaranteed investment contracts pursuant to which moneys held in the
funds and accounts established for such series will be invested at a
specified rate,
o interest rate exchange agreements,
o interest rate cap or floor agreements, or
o other agreements designed to reduce the effects of interest rate
fluctuations on the mortgage assets on one or more classes of
certificates (any such agreement, a "Cash Flow Agreement").
The principal terms of any such Cash Flow Agreement, including, without
limitation, provisions relating to the timing, manner and amount of payments
thereunder and provisions relating to the termination thereof, will be described
in the related prospectus supplement. The related prospectus supplement will
also identify the obligor under the Cash Flow Agreement.
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YIELD AND MATURITY CONSIDERATIONS
GENERAL
The yield on any offered certificate will depend on the price paid by the
certificateholder, the pass-through rate of the certificate and the amount and
timing of distributions on the certificate. See "Risk Factors -- Prepayments May
Reduce the Average Life of Your Certificates." The following discussion
contemplates a trust fund that consists solely of mortgage loans. While the
characteristics and behavior of mortgage loans underlying an MBS can generally
be expected to have the same effect on the yield to maturity and/or weighted
average life of a class of certificates as will the characteristics and behavior
of comparable mortgage loans, the effect may differ due to the payment
characteristics of the MBS. If a trust fund includes MBS, the related prospectus
supplement will discuss the effect, if any, that the payment characteristics of
the MBS may have on the yield to maturity and weighted average lives of the
offered certificates of the related series.
PASS-THROUGH RATE
The certificates of any class within a series may have a fixed, variable or
adjustable pass-through rate, which may or may not be based upon the interest
rates borne by the mortgage loans in the related trust fund. The prospectus
supplement with respect to any series of certificates will specify
o the pass-through rate for each class of offered certificates of such
series or, in the case of a class of offered certificates with a
variable or adjustable pass-through rate, the method of determining the
pass-through rate,
o the effect, if any, of the prepayment of any mortgage loan on the
pass-through rate of one or more classes of offered certificates,
o and whether the distributions of interest on the offered certificates
of any class will be dependent, in whole or in part, on the performance
of any obligor under a Cash Flow Agreement.
PAYMENT DELAYS
With respect to any series of certificates, a period of time will elapse
between the date upon which payments on the mortgage loans in the related Trust
Fund are due and the distribution date on which such payments are passed through
to certificateholders. That delay will effectively reduce the yield that would
otherwise be produced if payments on such mortgage loans were distributed to
certificateholders on the date they were due.
CERTAIN SHORTFALLS IN COLLECTIONS OF INTEREST
When a principal prepayment in full or in part is made on a mortgage loan,
the borrower is generally charged interest on the amount of such prepayment only
through the date of such prepayment, instead of through the due date for the
next succeeding scheduled payment. However, interest accrued on any series of
certificates and distributable thereon on any distribution date will generally
correspond to interest accrued on the mortgage loans to their respective due
dates during the related Due Period. A "Due Period" will be a specified time
period (generally corresponding in length to the period between distribution
dates) and all scheduled payments on the mortgage loans in the related trust
fund that are due during a given Due Period will, to the extent received by a
specified date (the "Determination Date") or otherwise advanced by the related
master servicer, special servicer or other specified person, be distributed to
the holders of the certificates of such series on the next succeeding
distribution date. Consequently, if a prepayment on any mortgage loan is
distributable to certificateholders on a particular distribution date, but such
prepayment is not accompanied by interest thereon to the due date for such
mortgage loan in the related Due Period, then the interest charged to the
borrower (net of servicing and administrative fees) may be less (such shortfall,
a "Prepayment Interest Shortfall") than the corresponding
28
amount of interest accrued and otherwise payable on the certificates of the
related series. If and to the extent that any such shortfall is allocated to a
class of offered certificates, the yield thereon will be adversely affected. The
prospectus supplement for each series of certificates will describe the manner
in which any such shortfalls will be allocated among the classes of such
certificates. The related prospectus supplement will also describe any amounts
available to offset such shortfalls.
YIELD AND PREPAYMENT CONSIDERATIONS
A certificate's yield to maturity will be affected by the rate of principal
payments on the mortgage loans in the related trust fund and the allocation
thereof to reduce the principal balance (or notional amount, if applicable) of
such certificate. The rate of principal payments on the mortgage loans in any
trust fund will in turn be affected by the amortization schedules thereof
(which, in the case of ARM Loans, may change periodically to accommodate
adjustments to the interest rates with respect to such mortgage loans), the
dates on which any balloon payments are due, and the rate of principal
prepayments thereon (including for this purpose, voluntary prepayments by
borrowers and also prepayments resulting from liquidations of mortgage loans due
to defaults, casualties or condemnations affecting the related mortgaged
properties, or purchases of mortgage loans out of the related trust fund).
Because the rate of principal prepayments on the mortgage loans in any trust
fund will depend on future events and a variety of factors (as described below),
we cannot assure you as to such rate.
The extent to which the yield to maturity of a class of offered
certificates of any series may vary from the anticipated yield will depend upon
the degree to which they are purchased at a discount or premium and when, and to
what degree, payments of principal on the mortgage loans in the related trust
fund are in turn distributed on such certificates (or, in the case of a class of
interest-only certificates, result in the reduction of the Notional Amount
thereof). If you purchase any offered certificates at a discount, you should
consider the risk that a slower than anticipated rate of principal payments on
the mortgage loans in the related trust fund could result in an actual yield to
you that is lower than the yield you anticipated. If you purchase any offered
certificates at a premium, you should consider the risk that a faster than
anticipated rate of principal payments on such mortgage loans could result in an
actual yield to you that is lower than the yield you anticipated. In addition,
if you purchase an offered certificate at a discount (or premium), and principal
payments are made in reduction of the principal balance or notional amount of
your offered certificates at a rate slower (or faster) than the rate anticipated
by you during any particular period, any consequent adverse effects on your
yield would not be fully offset by a subsequent like increase (or decrease) in
the rate of principal payments.
In general, the Notional Amount of a class of interest-only certificates
will either (i) be based on the principal balances of some or all of the
mortgage assets or (ii) equal the Certificate Balances of one or more of the
other classes of certificates of the same series. Accordingly, the yield on such
interest-only certificates will be inversely related to the rate at which
payments and other collections of principal are received on such mortgage assets
or distributions are made in reduction of the Certificate Balances of such
classes of certificates, as the case may be.
Consistent with the foregoing, if a class of certificates of any series
consists of interest-only certificates or principal-only certificates, a lower
than anticipated rate of principal prepayments on the mortgage loans in the
related trust fund will negatively affect the yield to investors in
principal-only certificates, and a higher than anticipated rate of principal
prepayments on such mortgage loans will negatively affect the yield to investors
in interest-only certificates. If the offered certificates of a series include
any such certificates, the related prospectus supplement will include a table
showing the effect of various constant assumed levels of prepayment on yields on
such certificates. Such tables will be intended to illustrate the sensitivity of
yields to various constant assumed prepayment rates and will not be intended to
predict, or to provide information that will enable investors to predict, yields
or prepayment rates.
29
The extent of prepayments of principal of the mortgage loans in any trust
fund may be affected by a number of factors, including, without limitation,
o the availability of mortgage credit,
o the relative economic vitality of the area in which the mortgaged
properties are located,
o the quality of management of the mortgaged properties,
o the servicing of the mortgage loans,
o possible changes in tax laws and other opportunities for investment.
In general, those factors which increase the attractiveness of selling a
mortgaged property or refinancing a mortgage loan or which enhance a borrower's
ability to do so, as well as those factors which increase the likelihood of
default under a mortgage loan, would be expected to cause the rate of prepayment
in respect of any mortgage asset pool to accelerate. In contrast, those factors
having an opposite effect would be expected to cause the rate of prepayment of
any mortgage asset pool to slow.
The rate of principal payments on the mortgage loans in any trust fund may
also be affected by the existence of Lock-out Periods and requirements that
principal prepayments be accompanied by Prepayment Premiums, and by the extent
to which such provisions may be practicably enforced. To the extent enforceable,
such provisions could constitute either an absolute prohibition (in the case of
a Lock-out Period) or a disincentive (in the case of a Prepayment Premium) to a
borrower's voluntarily prepaying its Mortgage Loan, thereby slowing the rate of
prepayments.
The rate of prepayment on a pool of mortgage loans 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 coupon, a borrower may have an increased incentive to refinance its
mortgage loan. Even in the case of ARM Loans, as prevailing market interest
rates decline, and without regard to whether the interest rates on such ARM
Loans decline in a manner consistent therewith, the related borrowers may have
an increased incentive to refinance for purposes of either
o converting to a fixed rate loan and thereby "locking in" such rate or
o taking advantage of a different index, margin or rate cap or floor on
another adjustable rate mortgage loan.
Therefore, as prevailing market interest rates decline, prepayment speeds
would be expected to accelerate.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
mortgaged properties in order to realize their equity therein, to meet cash flow
needs or to make other investments. In addition, some borrowers may be motivated
by federal and state tax laws (which are subject to change) to sell mortgaged
properties prior to the exhaustion of tax depreciation benefits. The depositor
makes no representation as to the particular factors that will affect the
prepayment of the mortgage loans in any trust fund, as to the relative
importance of such factors, as to the percentage of the principal balance of
such mortgage loans that will be paid as of any date or as to the overall rate
of prepayment on such mortgage loans.
WEIGHTED AVERAGE LIFE AND MATURITY
The rate at which principal payments are received on the mortgage loans in
any trust fund will affect the ultimate maturity and the weighted average life
of one or more classes of the certificates of such series. Unless otherwise
specified in the related prospectus supplement, weighted average life refers to
the average amount of time that will elapse from the date of issuance of an
instrument until each dollar allocable as principal of such instrument is repaid
to the investor. The weighted
30
average life and maturity of a class of certificates of any series will be
influenced by the rate at which principal on the related mortgage loans, whether
in the form of scheduled amortization or prepayments (for this purpose, the term
"prepayment" includes voluntary prepayments by borrowers and also prepayments
resulting from liquidations of mortgage loans due to default, casualties or
condemnations affecting the related mortgaged properties and purchases of
mortgage loans out of the related trust fund), is paid to such class. Prepayment
rates on loans are commonly measured relative to a prepayment standard or model,
such as the Constant Prepayment Rate ("CPR") prepayment model or the Standard
Prepayment Assumption ("SPA") prepayment model. CPR represents an assumed
constant rate of prepayment each month (expressed as an annual percentage)
relative to the then outstanding principal balance of a pool of mortgage loans
for the life of such loans. SPA represents an assumed variable rate of
prepayment each month (expressed as an annual percentage) relative to the then
outstanding principal balance of a pool of mortgage loans, with different
prepayment assumptions often expressed as percentages of SPA. For example, a
prepayment assumption of 100% of SPA assumes prepayment rates of 0.2% per annum
of the then outstanding principal balance of such loans in the first month of
the life of the loans and an additional 0.2% per annum in each month thereafter
until the thirtieth month. Beginning in the thirtieth month, and in each month
thereafter during the life of the loans, 100% of SPA assumes a constant
prepayment rate of 6% per annum each month.
Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of mortgage loans.
Moreover, the CPR and SPA models were developed based upon historical prepayment
experience for single-family mortgage loans. Thus, it is unlikely that the
prepayment experience of the mortgage loans included in any trust fund will
conform to any particular level of CPR or SPA.
The prospectus supplement with respect to each series of certificates will
contain tables, if applicable, setting forth the projected weighted average life
of each class of offered certificates of such series with a Certificate Balance,
and the percentage of the initial Certificate Balance of each such class that
would be outstanding on specified Distribution Dates, based on the assumptions
stated in such prospectus supplement, including assumptions that prepayments on
the related mortgage loans are made at rates corresponding to various
percentages of CPR or SPA, or at such other rates specified in such prospectus
supplement. Such tables and assumptions will illustrate the sensitivity of the
weighted average lives of the certificates to various assumed prepayment rates
and will not be intended to predict, or to provide information that will enable
investors to predict, the actual weighted average lives of the certificates.
OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY
BALLOON PAYMENTS; EXTENSIONS OF MATURITY. Some or all of the mortgage loans
included in a particular trust fund may require that balloon payments be made at
maturity. Because the ability of a borrower to make a balloon payment typically
will depend upon its ability either to refinance the loan or to sell the related
mortgaged property, there is a possibility that mortgage loans that require
balloon payments may default at maturity, or that the maturity of such a
mortgage loan may be extended in connection with a workout. In the case of
defaults, recovery of proceeds may be delayed by, among other things, bankruptcy
of the borrower or adverse conditions in the market where the property is
located. In order to minimize losses on defaulted mortgage loans, the master
servicer or the special servicer, to the extent and under the circumstances set
forth herein and in the related prospectus supplement, may be authorized to
modify mortgage loans that are in default or as to which a payment default is
imminent. Any defaulted balloon payment or modification that extends the
maturity of a mortgage loan may delay distributions of principal on a class of
offered certificates and thereby extend the weighted average life of such
certificates and, if such certificates were purchased at a discount, reduce the
yield thereon.
31
NEGATIVE AMORTIZATION. The weighted average life of a class of certificates
can be affected by mortgage loans that permit negative amortization to occur
(that is, mortgage loans that provide for the current payment of interest
calculated at a rate lower than the rate at which interest accrues thereon, with
the unpaid portion of such interest being added to the related principal
balance). Negative amortization on one or more mortgage loans in any trust fund
may result in negative amortization on the offered certificates of the related
series. The related prospectus supplement will describe, if applicable, the
manner in which negative amortization in respect of the mortgage loans in any
trust fund is allocated among the respective classes of certificates of the
related series. The portion of any mortgage loan negative amortization allocated
to a class of certificates may result in a deferral of some or all of the
interest payable thereon, which deferred interest may be added to the
Certificate Balance thereof. In addition, an ARM Loan that permits negative
amortization would be expected during a period of increasing interest rates to
amortize at a slower rate (and perhaps not at all) than if interest rates were
declining or were remaining constant. Such slower rate of mortgage loan
amortization would correspondingly be reflected in a slower rate of amortization
for one or more classes of certificates of the related series. Accordingly, the
weighted average lives of mortgage loans that permit negative amortization (and
that of the classes of certificates to which any such negative amortization
would be allocated or that would bear the effects of a slower rate of
amortization on such mortgage loans) may increase as a result of such feature.
Negative amortization may occur in respect of an ARM Loan that
o limits the amount by which its scheduled payment may adjust in response
to a change in its interest rate,
o provides that its scheduled payment will adjust less frequently than
its interest rate or
o provides for constant scheduled payments notwithstanding adjustments to
its interest rate.
Accordingly, during a period of declining interest rates, the scheduled
payment on such a mortgage loan may exceed the amount necessary to amortize the
loan fully over its remaining amortization schedule and pay interest at the then
applicable interest rate, thereby resulting in the accelerated amortization of
such mortgage loan. Any such acceleration in amortization of its principal
balance will shorten the weighted average life of such mortgage loan and,
correspondingly, the weighted average lives of those classes of certificates
entitled to a portion of the principal payments on such mortgage loan.
The extent to which the yield on any offered certificate will be affected
by the inclusion in the related trust fund of mortgage loans that permit
negative amortization, will depend upon
o whether such offered certificate was purchased at a premium or a
discount and
o the extent to which the payment characteristics of such mortgage loans
delay or accelerate the distributions of principal on such certificate
(or, in the case of a interest-only certificate, delay or accelerate
the reduction of the notional amount thereof). See " -- Yield and
Prepayment Considerations" above.
FORECLOSURES AND PAYMENT PLANS. The number of foreclosures and the
principal amount of the mortgage loans that are foreclosed in relation to the
number and principal amount of mortgage loans that are repaid in accordance with
their terms will affect the weighted average lives of those mortgage loans and,
accordingly, the weighted average lives of and yields on the certificates of the
related series. Servicing decisions made with respect to the mortgage loans,
including the use of payment plans prior to a demand for acceleration and the
restructuring of mortgage loans in bankruptcy proceedings or otherwise, may also
have an effect upon the payment patterns of particular mortgage loans and thus
the weighted average lives of and yields on the certificates of the related
series.
LOSSES AND SHORTFALLS ON THE MORTGAGE ASSETS. The yield to holders of the
offered certificates of any series will directly depend on the extent to which
such holders are required to bear the effects of any losses or shortfalls in
collections arising out of defaults on the mortgage loans in the
32
related trust fund and the timing of such losses and shortfalls. In general, the
earlier that any such loss or shortfall occurs, the greater will be the negative
effect on yield for any class of certificates that is required to bear the
effects thereof.
The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of Credit Support) will be allocated among
the respective classes of certificates of the related series in the priority and
manner, and subject to the limitations, specified in the related prospectus
supplement. As described in the related prospectus supplement, such allocations
may be effected by
o a reduction in the entitlements to interest and/or the Certificate
Balances of one or more such classes of certificates and/or
o establishing a priority of payments among such classes of certificates.
The yield to maturity on a class of subordinate certificates may be
extremely sensitive to losses and shortfalls in collections on the mortgage
loans in the related trust fund.
ADDITIONAL CERTIFICATE AMORTIZATION. One or more classes of certificates of
any series may provide for distributions of principal thereof from
o amounts attributable to interest accrued but not currently
distributable on one or more classes of Accrual Certificates,
o Excess Funds, or
o any other amounts described in the related prospectus supplement.
Unless otherwise specified in the related prospectus supplement, "Excess
Funds" will, in general, represent that portion of the amounts distributable in
respect of the certificates of any series on any distribution date that
represent
o interest received or advanced on the mortgage assets in the related
trust fund that is in excess of the interest currently accrued on the
certificates of such series, or
o prepayment premiums, payments from Equity Participations or any other
amounts received on the mortgage assets in the related trust fund that
do not constitute interest thereon or principal thereof.
The amortization of any class of certificates out of the sources described
in the preceding paragraph would shorten the weighted average life of such
certificates and, if such certificates were purchased at a premium, reduce the
yield thereon. The related prospectus supplement will discuss the relevant
factors to be considered in determining whether distributions of principal of
any class of certificates out of such sources is likely to have any material
effect on the rate at which such certificates are amortized and the consequent
yield with respect thereto.
THE DEPOSITOR
The depositor is a special purpose corporation incorporated in the State of
Delaware on March 22, 1996, for the purpose of engaging in the business, among
other things, of acquiring and depositing mortgage assets in trust in exchange
for certificates evidencing interest in such trusts and selling or otherwise
distributing such certificates. The principal executive offices of the depositor
are located at 60 Wall Street, New York, New York 10005. The telephone number is
(212) 250-2500. The depositor's capitalization is nominal. All of the shares of
capital stock of the depositor are held by DB U.S. Financial Markets Holding
Corporation.
None of the depositor or any of its respective affiliates will insure or
guarantee distributions on the certificates of any series.
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DESCRIPTION OF THE CERTIFICATES
GENERAL
Each series of certificates will represent the entire beneficial ownership
interest in the trust fund created pursuant to the related Pooling Agreement.
If the related prospectus supplement so provides, a class of certificates
may have two or more component parts, each having characteristics that are
otherwise described herein as being attributable to separate and distinct
classes. For example, a class of certificates may have a Certificate Balance on
which it accrues interest at a fixed, variable or adjustable rate. Such class of
Certificates may also have certain characteristics attributable to interest-only
certificates insofar as it may also entitle the holders thereof to distributions
of interest accrued on a Notional Amount at a different fixed, variable or
adjustable rate. In addition, a class of certificates may accrue interest on one
portion of its Certificate Balance at one fixed, variable or adjustable rate and
on another portion of its Certificate Balance at a different fixed, variable or
adjustable rate.
Each class of offered certificates of a series will be issued in minimum
denominations corresponding to the principal balances or, in case of certain
classes of interest-only certificates or Residual Certificates, notional amounts
or percentage interests, specified in the related prospectus supplement. If the
related prospectus supplement so provides, one or more classes of offered
certificates may be issued in fully registered, definitive form (such
Certificates, "Definitive Certificates") or may be offered in book-entry format
(such Certificates, "Book-Entry Certificates") through the facilities of DTC.
The offered certificates of each series (if issued as Definitive Certificates)
may be transferred or exchanged, subject to any restrictions on transfer
described in the related prospectus supplement, at the location specified in the
related prospectus supplement, without the payment of any service charges, other
than any tax or other governmental charge payable in connection therewith.
Interests in a class of Book-Entry Certificates will be transferred on the
book-entry records of DTC and its participating organizations. If so specified
in the related prospectus supplement, arrangements may be made for clearance and
settlement through Clearstream Banking, societe anonyme or the Euroclear System,
if they are participants in DTC.
DISTRIBUTIONS
Distributions on the certificates of each series will be made on each
distribution date from the Available Distribution Amount for such series and
such Distribution Date. Unless otherwise provided in the related prospectus
supplement, the "Available Distribution Amount" for any series of certificates
and any distribution date will refer to the total of all payments or other
collections (or advances in lieu thereof) on, under or in respect of the
mortgage assets and any other assets included in the related trust fund that are
available for distribution to the holders of certificates of such series on such
date. The particular components of the Available Distribution Amount for any
series and distribution date will be more specifically described in the related
prospectus supplement.
Except as otherwise specified in the related prospectus supplement,
distributions on the certificates of each series (other than the final
distribution in retirement of any such certificate) will be made to the persons
in whose names such certificates are registered at the close of business on the
last business day of the month preceding the month in which the applicable
distribution date occurs (the "Record Date"), and the amount of each
distribution will be determined as of the close of business on the date (the
"Determination Date") specified in the related prospectus supplement. All
distributions with respect to each class of certificates on each distribution
date will be allocated pro rata among the outstanding certificates in such class
in proportion to the respective Percentage Interests evidenced thereby unless
otherwise specified in the related prospectus supplement. Payments will be made
either by wire transfer in immediately available funds to the account of a
certificateholder at a bank or other entity having appropriate facilities
therefor, if such certificateholder has provided the person required to make
such payments with wiring instructions no later than the related Record Date or
such other date specified in the related prospectus supplement (and, if so
34
provided in the related prospectus supplement, such certificateholder holds
certificates in the requisite amount or denomination specified therein), or by
check mailed to the address of such certificateholder as it appears on the
Certificate Register; provided, however, that the final distribution in
retirement of any class of certificates (whether Definitive Certificates or
Book-Entry Certificates) will be made only upon presentation and surrender of
such certificates at the location specified in the notice to Certificateholders
of such final distribution. The undivided percentage interest (the "Percentage
Interest") represented by an offered certificate of a particular class will be
equal to the percentage obtained by dividing the initial principal balance or
notional amount of such certificate by the initial Certificate Balance or
Notional Amount of such class.
DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES
Each class of certificates of each series (other than certain classes of
principal-only certificates and certain classes of Residual Certificates that
have no pass-through rate) may have a different pass-through rate, which in each
case may be fixed, variable or adjustable. The related prospectus supplement
will specify the pass-through rate or, in the case of a variable or adjustable
pass-through rate, the method for determining the pass-through rate, for each
class of offered certificates. Unless otherwise specified in the related
prospectus supplement, interest on the certificates of each series will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Distributions of interest with respect to one or more classes of
certificates (collectively, "Accrual Certificates") may not commence until the
occurrence of certain events, such as the retirement of one or more other
classes of certificates, and interest accrued with respect to a class of Accrual
Certificates prior to the occurrence of such an event will either be added to
the Certificate Balance thereof or otherwise deferred as described in the
related prospectus supplement.
Distributions of interest in respect of any class of certificates (other
than a class of Accrual Certificates, and other than any class of principal-only
certificates or Residual Certificates that is not entitled to any distributions
of interest) will be made on each distribution date based on the Accrued
Certificate Interest for such class and such distribution date, subject to the
sufficiency of that portion, if any, of the Available Distribution Amount
allocable to such class on such distribution date. Prior to the time interest is
distributable on any class of Accrual Certificates, the amount of Accrued
Certificate Interest otherwise distributable on such class will be added to the
Certificate Balance thereof on each distribution date or otherwise deferred as
described in the related prospectus supplement.
With respect to each class of certificates (other than certain classes of
interest-only certificates and certain classes of Residual Certificates), the
"Accrued Certificate Interest" for each distribution date will be equal to
interest at the applicable pass-through rate accrued for a specified period
(generally the most recently ended calendar month) on the outstanding
Certificate Balance of such class of certificates immediately prior to such
distribution date.
Unless otherwise provided in the related prospectus supplement, the Accrued
Certificate Interest for each distribution date on a class of interest-only
certificates will be similarly calculated except that it will accrue on a
Notional Amount that is either
o based on the principal balances of some or all of the mortgage assets
in the related trust fund or
o equal to the Certificate Balances of one or more other classes of
certificates of the same series. Reference to a Notional Amount with
respect to a class of interest-only certificates is solely for
convenience in making certain calculations and does not represent the
right to receive any distributions of principal.
If so specified in the related prospectus supplement, the amount of Accrued
Certificate Interest that is otherwise distributable on (or, in the case of
Accrual Certificates, that may otherwise be added to the Certificate Balance of)
one or more classes of the certificates of a series may be reduced to the extent
that any Prepayment Interest Shortfalls, as described under "Yield and Maturity
35
Considerations -- Certain Shortfalls in Collections of Interest," exceed the
amount of any sums that are applied to offset the amount of such shortfalls. The
particular manner in which such shortfalls will be allocated among some or all
of the classes of certificates of that series will be specified in the related
prospectus supplement.
The related prospectus supplement will also describe the extent to which
the amount of Accrued Certificate Interest that is otherwise distributable on
(or, in the case of Accrual Certificates, that may otherwise be added to the
Certificate Balance of) a class of offered certificates may be reduced as a
result of any other contingencies, including delinquencies, losses and deferred
interest on or in respect of the mortgage assets in the related trust fund.
Unless otherwise provided in the related prospectus supplement, any reduction in
the amount of Accrued Certificate Interest otherwise distributable on a class of
certificates by reason of the allocation to such class of a portion of any
deferred interest on or in respect of the mortgage assets in the related trust
fund will result in a corresponding increase in the Certificate Balance of such
class. See "Risk Factors -- Prepayments May Reduce the Average Life of Your
Certificates" and "-- Prepayments May Reduce the Yield of Your Certificates" and
"Yield and Maturity Considerations -- Certain Shortfalls in Collections of
Interest."
DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES
Each class of certificates of each series (other than certain classes of
interest-only certificates and certain classes of Residual Certificates) will
have an initial stated principal amount (a "Certificate Balance"), which, at any
time, will equal the then maximum amount that the holders of certificates of
such class will be entitled to receive as principal out of the future cash flow
on the mortgage assets and other assets included in the related trust fund. The
outstanding Certificate Balance of a class of certificates will be reduced by
distributions of principal made thereon from time to time and, if and to the
extent so provided in the related prospectus supplement, further by any losses
incurred in respect of the related mortgage assets allocated thereto from time
to time. In turn, the outstanding Certificate Balance of a class of certificates
may be increased as a result of any deferred interest on or in respect of the
related mortgage assets being allocated thereto from time to time, and will be
increased, in the case of a class of Accrual Certificates prior to the
distribution date on which distributions of interest thereon are required to
commence, by the amount of any Accrued Certificate Interest in respect thereof
(reduced as described above). The initial aggregate Certificate Balance of all
classes of a series of certificates will not be greater than the aggregate
outstanding principal balance of the related mortgage assets as of a specified
date (the "Cut-off Date"), after application of scheduled payments due on or
before such date, whether or not received. The initial Certificate Balance of
each class of a series of certificates will be specified in the related
prospectus supplement. As and to the extent described in the related prospectus
supplement, distributions of principal with respect to a series of certificates
will be made on each distribution date to the holders of the class or classes of
certificates of such series entitled thereto until the Certificate Balances of
such certificates have been reduced to zero. Distributions of principal with
respect to one or more classes of certificates may be made at a rate that is
faster (and, in some cases, substantially faster) than the rate at which
payments or other collections of principal are received on the mortgage assets
in the related trust fund. Distributions of principal with respect to one or
more classes of certificates may not commence until the occurrence of certain
events, such as the retirement of one or more other classes of certificates of
the same series, or may be made at a rate that is slower (and, in some cases,
substantially slower) than the rate at which payments or other collections of
principal are received on the mortgage assets in the related trust fund.
Distributions of principal with respect to one or more classes of
certificates (each such class, a "Controlled Amortization Class") may be made,
subject to available funds, based on a specified principal payment schedule.
Distributions of principal with respect to one or more other classes of
certificates (each such class, a "Companion Class") may be contingent on the
specified principal payment schedule for a Controlled Amortization Class of the
same series and the rate at which payments and other collections of principal on
the mortgage assets in the related trust fund are
36
received. Unless otherwise specified in the related prospectus supplement,
distributions of principal of any class of offered certificates will be made on
a pro rata basis among all of the certificates of such class.
DISTRIBUTIONS ON THE CERTIFICATES IN RESPECT OF PREPAYMENT PREMIUMS OR IN
RESPECT OF EQUITY PARTICIPATIONS
If so provided in the related prospectus supplement, Prepayment Premiums or
payments in respect of Equity Participations received on or in connection with
the mortgage assets in any trust fund will be distributed on each distribution
date to the holders of the class of certificates of the related series entitled
thereto in accordance with the provisions described in such prospectus
supplement. Alternatively, such items may be retained by the depositor or any of
its affiliates or by any other specified person and/or may be excluded as trust
assets.
ALLOCATION OF LOSSES AND SHORTFALLS
The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of Credit Support) will be allocated among
the respective classes of certificates of the related series in the priority and
manner, and subject to the limitations, specified in the related prospectus
supplement. As described in the related prospectus supplement, such allocations
may be effected by
o a reduction in the entitlements to interest and/or the Certificate
Balances of one or more such classes of certificates and/or
o establishing a priority of payments among such classes of certificates.
See "Description of Credit Support."
ADVANCES IN RESPECT OF DELINQUENCIES
If and to the extent provided in the related prospectus supplement, if a
trust fund includes mortgage loans, the master servicer, the special servicer,
the trustee, any provider of Credit Support and/or any other specified person
may be obligated to advance, or have the option of advancing, on or before each
distribution date, from its or their own funds or from excess funds held in the
related Certificate Account that are not part of the Available Distribution
Amount for the related series of certificates for such distribution date, an
amount up to the aggregate of any payments of principal (other than the
principal portion of any balloon payments) and interest that were due on or in
respect of such mortgage loans during the related Due Period and were delinquent
on the related determination date.
Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of certificates entitled
thereto, rather than to guarantee or insure against losses. Accordingly, all
advances made out of a specific entity's own funds will be reimbursable out of
related recoveries on the mortgage loans (including amounts drawn under any fund
or instrument constituting Credit Support) respecting which such advances were
made (as to any mortgage loan, "Related Proceeds") and such other specific
sources as may be identified in the related prospectus supplement, including, in
the case of a series that includes one or more classes of subordinate
certificates, if so identified, collections on other mortgage assets in the
related trust fund that would otherwise be distributable to the holders of one
or more classes of such subordinate certificates. No advance will be required to
be made by a master servicer, special servicer or trustee if, in the judgment of
the master servicer, special servicer or trustee, as the case may be, such
advance would not be recoverable from Related Proceeds or another specifically
identified source (any such advance, a "Nonrecoverable Advance"); and, if
previously made by a master servicer, special servicer or trustee, a
Nonrecoverable Advance will be reimbursable thereto from any amounts in the
related Certificate Account prior to any distributions being made to the related
series of certificateholders.
37
If advances have been made by a master servicer, special servicer, trustee
or other entity from excess funds in a Certificate Account, such master
servicer, special servicer, trustee or other entity, as the case may be, will be
required to replace such funds in such Certificate Account on or prior to any
future distribution date to the extent that funds in such Certificate Account on
such distribution date are less than payments required to be made to the related
series of certificateholders on such date. If so specified in the related
prospectus supplement, the obligation of a master servicer, special servicer,
trustee or other entity to make advances may be secured by a cash advance
reserve fund or a surety bond. If applicable, information regarding the
characteristics of, and the identity of any obligor on, any such surety bond,
will be set forth in the related prospectus supplement.
If and to the extent so provided in the related prospectus supplement, any
entity making advances will be entitled to receive interest on certain or all of
such advances for a specified period during which such advances are outstanding
at the rate specified in such prospectus supplement, and such entity will be
entitled to payment of such interest periodically from general collections on
the mortgage loans in the related trust fund prior to any payment to the related
series of certificateholders or as otherwise provided in the related Pooling
Agreement and described in such prospectus supplement. The prospectus supplement
for any series of certificates evidencing an interest in a trust fund that
includes MBS will describe any comparable advancing obligation of a party to the
related Pooling Agreement or of a party to the related MBS Agreement.
REPORTS TO CERTIFICATEHOLDERS
On each distribution date, together with the distribution to the holders of
each class of the offered certificates of a series, a master servicer, Manager
or Trustee, as provided in the related prospectus supplement, will forward to
each such holder, a statement (a "Distribution Date Statement") that, unless
otherwise provided in the related prospectus supplement, will set forth, among
other things, in each case to the extent applicable:
(i) the amount of such distribution to holders of such class of offered
certificates that was applied to reduce the Certificate Balance thereof;
(ii) the amount of such distribution to holders of such class of
offered certificates that was applied to pay Accrued Certificate Interest;
(iii) the amount, if any, of such distribution to holders of such class
of offered certificates that was allocable to (A) Prepayment Premiums and
(B) payments on account of Equity Participations;
(iv) the amount, if any, by which such distribution is less than the
amounts to which holders of such class of offered certificates are
entitled;
(v) if the related trust fund includes mortgage loans, the aggregate
amount of advances included in such distribution;
(vi) if the related trust fund includes mortgage loans, the amount of
servicing compensation received by the related master servicer (and, if
payable directly out of the related trust fund, by any special servicer and
any sub-servicer) and, if the related trust fund includes MBS, the amount
of administrative compensation received by the MBS Administrator;
(vii) information regarding the aggregate principal balance of the
related mortgage assets on or about such distribution date;
(viii) if the related trust fund includes mortgage loans, information
regarding the number and aggregate principal balance of such mortgage loans
that are delinquent;
(ix) if the related trust fund includes mortgage loans, information
regarding the aggregate amount of losses incurred and principal prepayments
made with respect to such mortgage loans during the related Due Period;
38
(x) the Certificate Balance or Notional Amount, as the case may be, of
such class of certificates at the close of business on such distribution
date, separately identifying any reduction in such Certificate Balance or
Notional Amount due to the allocation of any losses in respect of the
related mortgage assets, any increase in such Certificate Balance or
Notional Amount due to the allocation of any negative amortization in
respect of the related mortgage assets and any increase in the Certificate
Balance of a class of Accrual Certificates, if any, in the event that
Accrued Certificate Interest has been added to such balance;
(xi) if such class of offered certificates has a variable pass-through
rate or an adjustable pass- through rate, the pass-through rate applicable
thereto for such distribution date and, if determinable, for the next
succeeding distribution date;
(xii) the amount deposited in or withdrawn from any reserve fund on
such distribution date, and the amount remaining on deposit in such reserve
fund as of the close of business on such distribution date;
(xiii) if the related trust fund includes one or more instruments of
Credit Support, the amount of coverage under each such instrument as of the
close of business on such distribution date; and
(xiv) the amount of Credit Support being afforded by any classes of
subordinate certificates.
In the case of information furnished pursuant to subclauses (i)-(iii)
above, the amounts will be expressed as a dollar amount per specified
denomination of the relevant class of offered certificates or as a percentage.
The prospectus supplement for each series of certificates may describe
additional information to be included in reports to the holders of the offered
certificates of such series.
Within a reasonable period of time after the end of each calendar year, the
master servicer, MBS Administrator or trustee for a series of certificates, as
the case may be, will be required to furnish to each person who at any time
during the calendar year was a holder of an offered certificate of such series a
statement containing the information set forth in subclauses (i)-(iii) above,
aggregated for such calendar year or the applicable portion thereof during which
such person was a certificateholder. Such obligation will be deemed to have been
satisfied to the extent that substantially comparable information is provided
pursuant to any requirements of the Code as are from time to time in force. See,
however, " -- Book-Entry Registration and Definitive Certificates" below.
If the trust fund for a series of certificates includes MBS, the ability of
the related master servicer, MBS Administrator or trustee, as the case may be,
to include in any Distribution Date Statement information regarding the mortgage
loans underlying such MBS will depend on the reports received with respect to
such MBS. In such cases, the related prospectus supplement will describe the
loan-specific information to be included in the Distribution Date Statements
that will be forwarded to the holders of the offered certificates of that series
in connection with distributions made to them. The depositor will provide the
same information with respect to any MBSs in its own reports that were publicly
offered and the reports the related MBS Issuer provides to the Trustee if
privately issued.
VOTING RIGHTS
The voting rights evidenced by each series of certificates (as to such
series, the "Voting Rights") will be allocated among the respective classes of
such series in the manner described in the related prospectus supplement.
Certificateholders will generally not have a right to vote, except with
respect to required consents to certain amendments to the related Pooling
Agreement and as otherwise specified in the related prospectus supplement. See
"Description of the Pooling Agreements -- Amendment." The holders of specified
amounts of certificates of a particular series will have the right to act as
39
a group to remove the related trustee and also upon the occurrence of certain
events which if continuing would constitute an Event of Default on the part of
the related master servicer, special servicer or REMIC Administrator. See
"Description of the Pooling Agreements -- Events of Default," "-- Rights Upon
Event of Default" and "-- Resignation and Removal of the Trustee."
TERMINATION
The obligations created by the Pooling Agreement for each series of
certificates will terminate following
o the final payment or other liquidation of the last mortgage asset
subject thereto or the disposition of all property acquired upon
foreclosure of any mortgage loan subject thereto and
o the payment (or provision for payment) to the certificateholders of
that series of all amounts required to be paid to them pursuant to such
Pooling Agreement.
Written notice of termination of a Pooling Agreement will be given to each
certificateholder of the related series, and the final distribution will be made
only upon presentation and surrender of the certificates of such series at the
location to be specified in the notice of termination.
If so specified in the related prospectus supplement, a series of
certificates may be subject to optional early termination through the repurchase
of the mortgage assets in the related trust fund by the party or parties
specified therein, under the circumstances and in the manner set forth therein.
In addition, if so provided in the related prospectus supplement upon the
reduction of the Certificate Balance of a specified class or classes of
certificates by a specified percentage or amount or upon a specified date, a
party designated therein may be authorized or required to solicit bids for the
purchase of all the mortgage assets of the related trust fund, or of a
sufficient portion of such mortgage assets to retire such class or classes,
under the circumstances and in the manner set forth therein. The solicitation of
bids will be conducted in a commercially reasonable manner and, generally,
assets will be sold at their fair market value. Circumstances may arise in which
such fair market value may be less than the unpaid balance of the mortgage loans
sold and therefore, as a result of such a sale, the Certificateholders of one or
more classes of certificates may receive an amount less than the Certificate
Balance of, and accrued unpaid interest on, their certificates.
BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
If so provided in the prospectus supplement for a series of certificates,
one or more classes of the offered certificates of such series will be offered
in book-entry format through the facilities of DTC, and each such class will be
represented by one or more global certificates registered in the name of The
Depository Trust Company ("DTC") or its nominee. If so provided in the
prospectus supplement, arrangements may be made for clearance and settlement
through the Euroclear System or Clearstream Banking, societe anonyme, if they
are participants in DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking corporation" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
was created to hold securities for its participating organizations ("DTC
Participants") and facilitate the clearance and settlement of securities
transactions between DTC Participants through electronic computerized book-entry
changes in their accounts, thereby eliminating the need for physical movement of
securities certificates. DTC Participants that maintain accounts with DTC
include securities brokers and dealers, banks, trust companies and clearing
corporations and may include other organizations. DTC is owned by a number of
DTC Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as banks, brokers, dealers
40
and trust companies that directly or indirectly clear through or maintain a
custodial relationship with a DTC Participant that maintains as account with
DTC. The rules applicable to DTC and DTC Participants are on file with the
Commission.
Purchases of Book-Entry Certificates under the DTC system must be made by
or through, and will be recorded on the records of, the brokerage firm, bank,
thrift institution or other financial intermediary (each, a "Financial
Intermediary") that maintains the beneficial owner's account for such purpose.
In turn, the Financial Intermediary's ownership of such certificates will be
recorded on the records of DTC (or of a participating firm that acts as agent
for the Financial Intermediary, whose interest will in turn be recorded on the
records of DTC, if the beneficial owner's Financial Intermediary is not a DTC
Participant). Therefore, the beneficial owner must rely on the foregoing
procedures to evidence its beneficial ownership of such certificates. The
beneficial ownership interest of the owner of a Book-Entry Certificate (a
"Certificate Owner") may only be transferred by compliance with the rules,
regulations and procedures of such Financial Intermediaries and DTC
Participants.
DTC has no knowledge of the actual Certificate Owners; DTC's records
reflect only the identity of the DTC Participants to whose accounts such
certificates are credited, which may or may not be the Certificate Owners. The
DTC Participants will remain responsible for keeping account of their holdings
on behalf of their customers.
Conveyance of notices and other communications by DTC to DTC Participants
and by DTC Participants to Financial Intermediaries and Certificate Owners will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Distributions on the Book-Entry Certificates will be made to DTC. DTC's
practice is to credit DTC Participants' accounts on the related distribution
date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on such date.
Disbursement of such distributions by DTC Participants to Financial
Intermediaries and Certificate Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of each such DTC Participant (and not of DTC, the depositor or
any trustee, master servicer, special servicer or MBS Administrator), subject to
any statutory or regulatory requirements as may be in effect from time to time.
Accordingly, under a book-entry system, Certificate Owners may receive payments
after the related Distribution Date.
Unless otherwise provided in the related prospectus supplement, the only
"certificateholder" (as such term is used in the related Pooling Agreement) of
Book-Entry Certificates will be the nominee of DTC, and the Certificate Owners
will not be recognized as certificateholders under the Pooling Agreement.
Certificate Owners will be permitted to exercise the rights of
certificateholders under the related Pooling Agreement only indirectly through
the DTC Participants who in turn will exercise their rights through DTC. The
depositor has been informed that DTC will take action permitted to be taken by a
certificateholder under a Pooling Agreement only at the direction of one or more
DTC Participants to whose account with DTC interests in the Book-Entry
Certificates are credited. DTC may take conflicting actions with respect to the
Book-Entry Certificates to the extent that such actions are taken on behalf of
Financial Intermediaries whose holdings include such certificates.
Because DTC can act only on behalf of DTC Participants, who in turn act on
behalf of Financial Intermediaries and certain Certificate Owners, the ability
of a Certificate Owner to pledge its interest in Book-Entry Certificates to
persons or entities that do not participate in the DTC system, or otherwise take
actions in respect of its interest in Book-Entry Certificates, may be limited
due to the lack of a physical certificate evidencing such interest.
41
Unless otherwise specified in the related prospectus supplement,
certificates initially issued in book-entry form will be issued as Definitive
Certificates to Certificate Owners or their nominees, rather than to DTC or its
nominee, only if
o the depositor advises the Trustee in writing that DTC is no longer
willing or able to discharge properly its responsibilities as
depository with respect to such certificates and the depositor is
unable to locate a qualified successor or
o the depositor, at its option, elects to terminate the book-entry system
through DTC with respect to such certificates. Upon the occurrence of
either of the events described in the preceding sentence, DTC will be
required to notify all DTC Participants of the availability through DTC
of Definitive Certificates. Upon surrender by DTC of the certificate or
certificates representing a class of Book-Entry Certificates, together
with instructions for registration, the trustee for the related series
or other designated party will be required to issue to the Certificate
Owners identified in such instructions the Definitive Certificates to
which they are entitled, and thereafter the holders of such Definitive
Certificates will be recognized as "Certificateholders" under and
within the meaning of the related Pooling Agreement.
42
DESCRIPTION OF THE POOLING AGREEMENTS
GENERAL
The certificates of each series will be issued pursuant to a pooling and
servicing agreement or other agreement specified in the related prospectus
supplement (in any case, a "Pooling Agreement"). In general, the parties to a
Pooling Agreement will include the depositor, the trustee, the master servicer,
the special servicer and, if one or more REMIC elections have been made with
respect to the trust fund, a REMIC administrator. However, a Pooling Agreement
that relates to a trust fund that includes MBS may include an MBS Administrator
as a party, but may not include a master servicer, special servicer or other
servicer as a party. All parties to each Pooling Agreement under which
certificates of a series are issued will be identified in the related prospectus
supplement. If so specified in the related prospectus supplement, the mortgage
asset seller or an affiliate thereof may perform the functions of master
servicer, special servicer, MBS Administrator or REMIC administrator. If so
specified in the related prospectus supplement, the master servicer may also
perform the duties of special servicer, and the master servicer, the special
servicer or the trustee may also perform the duties of REMIC administrator. Any
party to a Pooling Agreement or any affiliate thereof may own certificates
issued thereunder; however, except in limited circumstances (including with
respect to required consents to certain amendments to a Pooling Agreement),
certificates issued thereunder that are held by the master servicer or special
servicer for the related series will not be allocated Voting Rights.
A form of a pooling and servicing agreement has been filed as an exhibit to
the registration statement of which this prospectus is a part. However, the
provisions of each Pooling Agreement will vary depending upon the nature of the
certificates to be issued thereunder and the nature of the related trust fund.
The following summaries describe certain provisions that may appear in a Pooling
Agreement under which certificates that evidence interests in mortgage loans
will be issued. The prospectus supplement for a series of certificates will
describe any provision of the related Pooling Agreement that materially differs
from the description thereof contained in this prospectus and, if the related
trust fund includes MBS, will summarize all of the material provisions of the
related Pooling Agreement. The summaries herein do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all of
the provisions of the Pooling Agreement for each series of certificates and the
description of such provisions in the related prospectus supplement. The
depositor will provide a copy of the Pooling Agreement (without exhibits) that
relates to any series of certificates without charge upon written request of a
holder of a certificate of such series addressed to it at its principal
executive offices specified herein under "The Depositor."
ASSIGNMENT OF MORTGAGE LOANS; REPURCHASES
At the time of issuance of any series of certificates, the Depositor will
assign (or cause to be assigned) to the designated trustee the mortgage loans to
be included in the related trust fund, together with, unless otherwise specified
in the related prospectus supplement, all principal and interest to be received
on or with respect to such mortgage loans after the Cut-off Date, other than
principal and interest due on or before the Cut-off Date. The trustee will,
concurrently with such assignment, deliver the certificates to or at the
direction of the depositor in exchange for the mortgage loans and the other
assets to be included in the trust fund for such series. Each mortgage loan will
be identified in a schedule appearing as an exhibit to the related Pooling
Agreement. Such schedule generally will include detailed information that
pertains to each mortgage loan included in the related trust fund, which
information will typically include
o the address of the related mortgaged property and type of such
property;
o the mortgage rate and, if applicable, the applicable index, gross
margin, adjustment date and any rate cap information;
o the original and remaining term to maturity;
43
o the amortization term; and
o the original and outstanding principal balance.
In addition, unless otherwise specified in the related prospectus
supplement, the depositor will, as to each mortgage loan to be included in a
trust fund, deliver, or cause to be delivered, to the related trustee (or to a
custodian appointed by the trustee as described below)
o the mortgage note endorsed, without recourse, either in blank or to the
order of such trustee (or its nominee),
o the mortgage with evidence of recording indicated thereon (except for
any mortgage not returned from the public recording office),
o an assignment of the mortgage in blank or to the trustee (or its
nominee) in recordable form, together with any intervening assignments
of the mortgage with evidence of recording thereon (except for any such
assignment not returned from the public recording office), and,
o if applicable, any riders or modifications to such mortgage note and
mortgage, together with certain other documents at such times as set
forth in the related Pooling Agreement.
Such assignments may be blanket assignments covering mortgages on mortgaged
properties located in the same county, if permitted by law. Notwithstanding the
foregoing, a trust fund may include mortgage loans where the original mortgage
note is not delivered to the trustee if the depositor delivers, or causes to be
delivered, to the related trustee (or such custodian) a copy or a duplicate
original of the mortgage note, together with an affidavit certifying that the
original thereof has been lost or destroyed. In addition, if the depositor
cannot deliver, with respect to any mortgage loan, the mortgage or any
intervening assignment with evidence of recording thereon concurrently with the
execution and delivery of the related Pooling Agreement because of a delay
caused by the public recording office, the depositor will deliver, or cause to
be delivered, to the related trustee (or such custodian) a true and correct
photocopy of such mortgage or assignment as submitted for recording. The
depositor will deliver, or cause to be delivered, to the related trustee (or
such custodian) such mortgage or assignment with evidence of recording indicated
thereon after receipt thereof from the public recording office. If the depositor
cannot deliver, with respect to any mortgage loan, the mortgage or any
intervening assignment with evidence of recording thereon concurrently with the
execution and delivery of the related Pooling Agreement because such mortgage or
assignment has been lost, the depositor will deliver, or cause to be delivered,
to the related trustee (or such custodian) a true and correct photocopy of such
mortgage or assignment with evidence of recording thereon. Unless otherwise
specified in the related prospectus supplement, assignments of mortgage to the
trustee (or its nominee) will be recorded in the appropriate public recording
office, except in states where, in the opinion of counsel acceptable to the
trustee, such recording is not required to protect the trustee's interests in
the mortgage loan against the claim of any subsequent transferee or any
successor to or creditor of the depositor or the originator of such mortgage
loan.
The trustee (or a custodian appointed by the trustee) for a series of
certificates will be required to review the mortgage loan documents delivered to
it within a specified period of days after receipt thereof, and the trustee (or
such custodian) will hold such documents in trust for the benefit of the
certificateholders of such series. Unless otherwise specified in the related
prospectus supplement, if any such document is found to be missing or defective,
and such omission or defect, as the case may be, materially and adversely
affects the interests of the certificateholders of the related series, the
trustee (or such custodian) will be required to notify the master servicer, the
special servicer and the depositor, and one of such persons will be required to
notify the relevant mortgage asset seller. In that case, and if the mortgage
asset seller cannot deliver the document or cure the defect within a specified
number of days after receipt of such notice, then, except as otherwise specified
below or in the related prospectus supplement, the mortgage asset seller will be
obligated to repurchase the related mortgage loan from the trustee at a price
generally equal to the unpaid principal balance thereof, together with accrued
but unpaid interest through a date on or about the
44
date of purchase, or at such other price as will be specified in the related
prospectus supplement (in any event, the "Purchase Price"). If so provided in
the prospectus supplement for a series of certificates, a mortgage asset seller,
in lieu of repurchasing a mortgage loan as to which there is missing or
defective loan documentation, will have the option, exercisable upon certain
conditions and/or within a specified period after initial issuance of such
series of certificates, to replace such mortgage loan with one or more other
mortgage loans, in accordance with standards that will be described in the
prospectus supplement. Unless otherwise specified in the related prospectus
supplement, this repurchase or substitution obligation will constitute the sole
remedy to holders of the certificates of any series or to the related trustee on
their behalf for missing or defective mortgage loan documentation, and neither
the depositor nor, unless it is the mortgage asset seller, the master servicer
or the special servicer will be obligated to purchase or replace a mortgage loan
if a mortgage asset seller defaults on its obligation to do so.
The trustee will be authorized at any time to appoint one or more
custodians pursuant to a custodial agreement to hold title to the mortgage loans
in any trust fund and to maintain possession of and, if applicable, to review
the documents relating to such mortgage loans, in any case as the agent of the
trustee. The identity of any such custodian to be appointed on the date of
initial issuance of the certificates will be set forth in the related prospectus
supplement.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
Unless otherwise provided in the prospectus supplement for a series of
certificates, the depositor will, with respect to each mortgage loan in the
related trust fund, make or assign, or cause to be made or assigned, certain
representations and warranties (the person making such representations and
warranties, the "Warranting Party") covering, by way of example:
o the accuracy of the information set forth for such mortgage loan on the
schedule of mortgage loans appearing as an exhibit to the related
Pooling Agreement;
o the enforceability of the related mortgage note and mortgage and the
existence of title insurance insuring the lien priority of the related
mortgage;
o the Warranting Party's title to the mortgage loan and the authority of
the Warranting Party to sell the mortgage loan; and
o the payment status of the mortgage loan.
It is expected that in most cases the Warranting Party will be the mortgage
asset seller. However, the Warranting Party may also be an affiliate of the
mortgage asset seller, the depositor or an affiliate of the depositor, the
master servicer, the special servicer or another person acceptable to the
depositor. The Warranting Party, if other than the mortgage asset seller, will
be identified in the related prospectus supplement.
Unless otherwise provided in the related prospectus supplement, each
Pooling Agreement will provide that the master servicer and/or trustee will be
required to notify promptly any Warranting Party of any breach of any
representation or warranty made by it in respect of a mortgage loan that
materially and adversely affects the interests of the certificateholders of the
related series. If such Warranting Party cannot cure such breach within a
specified period following the date on which it was notified of such breach,
then, unless otherwise provided in the related prospectus supplement, it will be
obligated to repurchase such mortgage loan from the trustee at the applicable
Purchase Price. If so provided in the prospectus supplement for a series of
certificates, a Warranting Party, in lieu of repurchasing a mortgage loan as to
which a breach has occurred, will have the option, exercisable upon certain
conditions and/or within a specified period after initial issuance of such
series of certificates, to replace such mortgage loan with one or more other
mortgage loans, in accordance with standards that will be described in the
prospectus supplement. Unless otherwise specified in the related prospectus
supplement, this repurchase or substitution obligation will constitute the sole
remedy available to holders of the certificates of any series or to the related
trustee on their behalf for a breach of representation and warranty by a
Warranting Party, and neither the
45
Depositor nor the master servicer, in either case unless it is the Warranting
Party, will be obligated to purchase or replace a mortgage loan if a Warranting
Party defaults on its obligation to do so.
In some cases, representations and warranties will have been made in
respect of a mortgage loan as of a date prior to the date upon which the related
series of certificates is issued, and thus may not address events that may occur
following the date as of which they were made. However, the depositor will not
include any mortgage loan in the trust fund for any series of certificates if
anything has come to the depositor's attention that would cause it to believe
that the representations and warranties made in respect of such mortgage loan
will not be accurate in all material respects as of the date of issuance. The
date as of which the representations and warranties regarding the mortgage loans
in any trust fund were made will be specified in the related prospectus
supplement.
COLLECTION AND OTHER SERVICING PROCEDURES
Unless otherwise specified in the related prospectus supplement, the master
servicer and the special servicer for any mortgage pool, directly or through
sub-servicers, will each be obligated under the related pooling agreement to
service and administer the mortgage loans in such mortgage pool for the benefit
of the related certificateholders, in accordance with applicable law and further
in accordance with the terms of such pooling agreement, such mortgage loans and
any instrument of Credit Support included in the related trust fund. Subject to
the foregoing, the master servicer and the special servicer will each have full
power and authority to do any and all things in connection with such servicing
and administration that it may deem necessary and desirable.
As part of its servicing duties, each of the master servicer and the
special servicer will be required to make reasonable efforts to collect all
payments called for under the terms and provisions of the mortgage loans that it
services and will be obligated to follow such collection procedures as it would
follow with respect to mortgage loans that are comparable to such mortgage loans
and held for its own account, provided (i) such procedures are consistent with
the terms of the related pooling agreement and (ii) do not impair recovery under
any instrument of Credit Support included in the related trust fund. Consistent
with the foregoing, the master servicer and the special servicer will each be
permitted, in its discretion, unless otherwise specified in the related
prospectus supplement, to waive any prepayment premium, late payment charge or
other charge in connection with any mortgage loan.
The master servicer and the special servicer for any trust fund, either
separately or jointly, directly or through sub-servicers, will also be required
to perform as to the mortgage loans in such trust fund various other customary
functions of a servicer of comparable loans, including maintaining escrow or
impound accounts, if required under the related Pooling Agreement, for payment
of taxes, insurance premiums, ground rents and similar items, or otherwise
monitoring the timely payment of those items; attempting to collect delinquent
payments; supervising foreclosures; negotiating modifications; conducting
property inspections on a periodic or other basis; managing (or overseeing the
management of) mortgaged properties acquired on behalf of such trust fund
through foreclosure, deed-in-lieu of foreclosure or otherwise (each, an "REO
Property"); and maintaining servicing records relating to such mortgage loans.
The related prospectus supplement will specify when and the extent to which
servicing of a mortgage loan is to be transferred from the master servicer to
the special servicer. In general, and subject to the discussion in the related
prospectus supplement, a special servicer will be responsible for the servicing
and administration of:
o mortgage loans that are delinquent in respect of a specified number of
scheduled payments;
o mortgage loans as to which the related borrower has entered into or
consented to bankruptcy, appointment of a receiver or conservator or
similar insolvency proceeding, or
the related borrower has become the subject of a decree or order for such a
proceeding which shall have remained in force undischarged or unstayed for a
specified number of days; and
o REO Properties.
46
If so specified in the related prospectus supplement, a pooling agreement
also may provide that if a default on a mortgage loan has occurred or, in the
judgment of the related master servicer, a payment default is reasonably
foreseeable, the related master servicer may elect to transfer the servicing
thereof, in whole or in part, to the related special servicer. Unless otherwise
provided in the related prospectus supplement, when the circumstances no longer
warrant a special servicer's continuing to service a particular mortgage loan
(e.g., the related borrower is paying in accordance with the forbearance
arrangement entered into between the special servicer and such borrower), the
master servicer will resume the servicing duties with respect thereto. If and to
the extent provided in the related Pooling Agreement and described in the
related prospectus supplement, a special servicer may perform certain limited
duties in respect of mortgage loans for which the master servicer is primarily
responsible (including, if so specified, performing property inspections and
evaluating financial statements); and a master servicer may perform certain
limited duties in respect of any mortgage loan for which the special servicer is
primarily responsible (including, if so specified, continuing to receive
payments on such mortgage loan (including amounts collected by the special
servicer), making certain calculations with respect to such mortgage loan and
making remittances and preparing certain reports to the trustee and/or
certificateholders with respect to such mortgage loan. Unless otherwise
specified in the related prospectus supplement, the master servicer will be
responsible for filing and settling claims in respect of particular mortgage
loans under any applicable instrument of Credit Support. See "Description of
Credit Support."
A mortgagor's failure to make required mortgage loan payments may mean that
operating income is insufficient to service the mortgage debt, or may reflect
the diversion of that income from the servicing of the mortgage debt. In
addition, a mortgagor that is unable to make mortgage loan payments may also be
unable to make timely payment of taxes and otherwise to maintain and insure the
related mortgaged property. In general, the related special servicer will be
required to
o monitor any mortgage loan that is in default,
o evaluate whether the causes of the default can be corrected over a
reasonable period without significant impairment of the value of the
related mortgaged property,
o initiate corrective action in cooperation with the Mortgagor if cure is
likely,
o inspect the related mortgaged property and
o take such other actions as it deems necessary and appropriate.
A significant period of time may elapse before the special servicer is able
to assess the success of any such corrective action or the need for additional
initiatives. The time within which the special servicer can make the initial
determination of appropriate action, evaluate the success of corrective action,
develop additional initiatives, institute foreclosure proceedings and actually
foreclose (or accept a deed to a mortgaged property in lieu of foreclosure) on
behalf of the certificateholders of the related series may vary considerably
depending on the particular mortgage loan, the mortgaged property, the
mortgagor, the presence of an acceptable party to assume the mortgage loan and
the laws of the jurisdiction in which the mortgaged property is located. If a
mortgagor files a bankruptcy petition, the special servicer may not be permitted
to accelerate the maturity of the mortgage loan or to foreclose on the related
mortgaged property for a considerable period of time. See "Certain Legal Aspects
of Mortgage Loans -- Bankruptcy Laws."
Mortgagors may, from time to time, request partial releases of the
mortgaged properties, easements, consents to alteration or demolition and other
similar matters. In general, the master servicer may approve such a request if
it has determined, exercising its business judgment in accordance with the
applicable servicing standard, that such approval will not adversely affect the
security for, or the timely and full collectability of, the related mortgage
loan. Any fee collected by the master servicer for processing such request will
be retained by the master servicer as additional servicing compensation.
47
SUB-SERVICERS
A master servicer or special servicer may delegate its servicing
obligations in respect of the mortgage loans serviced thereby to one or more
third-party servicers; provided that, unless otherwise specified in the related
prospectus supplement, such master servicer or special servicer will remain
obligated under the related Pooling Agreement. Unless otherwise provided in the
related prospectus supplement, each sub-servicing agreement between a master
servicer and a sub-servicer must provide for servicing of the applicable
mortgage loans consistent with the related Pooling Agreement. The master
servicer and special servicer in respect of any mortgage asset pool will each be
required to monitor the performance of sub-servicers retained by it and will
have the right to remove a sub-servicer retained by it at any time it considers
such removal to be in the best interests of certificateholders. Unless otherwise
provided in the related prospectus supplement, a master servicer or special
servicer will be solely liable for all fees owed by it to any sub-servicer,
irrespective of whether the master servicer's or special servicer's compensation
pursuant to the related Pooling Agreement is sufficient to pay such fees. Each
sub-servicer will be reimbursed by the master servicer or special servicer, as
the case may be, that retained it for certain expenditures which it makes,
generally to the same extent such master servicer or special servicer would be
reimbursed under a Pooling Agreement. See "-- Certificate Account" and "--
Servicing Compensation and Payment of Expenses."
CERTIFICATE ACCOUNT
General. The master servicer, the trustee and/or the special servicer will,
as to each trust fund that includes mortgage loans, establish and maintain or
cause to be established and maintained the corresponding Certificate Account,
which will be established so as to comply with the standards of each rating
agency that has rated any one or more classes of certificates of the related
series. A Certificate Account may be maintained as an interest-bearing or a
non-interest-bearing account and the funds held therein may be invested pending
each succeeding distribution date in United States government securities and
other investment grade obligations that are acceptable to each rating agency
that has rated any one or more classes of certificates of the related series
("Permitted Investments"). Such Permitted Investments include
o federal funds,
o uncertificated certificates of deposit,
o time deposits,
o bankers' acceptances and repurchase agreements,
o certain United States dollar-denominated commercial paper,
o units of money market funds that maintain a constant net asset value
and any other obligations or security acceptable to each rating agency.
Unless otherwise provided in the related prospectus supplement, any
interest or other income earned on funds in a Certificate Account will be paid
to the related master servicer, Trustee or special servicer as additional
compensation. A Certificate Account may be maintained with the related master
servicer, special servicer, trustee or mortgage asset seller or with a
depository institution that is an affiliate of any of the foregoing or of the
depositor, provided that it complies with applicable rating agency standards. If
permitted by the applicable rating agency or agencies, a Certificate Account may
contain funds relating to more than one series of mortgage pass-through
certificates and may contain other funds representing payments on mortgage loans
owned by the related master servicer or special servicer or serviced by either
on behalf of others.
Deposits. Unless otherwise provided in the related Pooling Agreement and
described in the related prospectus supplement, the following payments and
collections received or made by the master servicer, the trustee or the special
servicer subsequent to the Cut-off Date (other than payments due on or before
the Cut-off Date) are to be deposited in the Certificate Account for each
48
trust fund that includes mortgage loans, within a certain period following
receipt (in the case of collections on or in respect of the mortgage loans) or
otherwise as provided in the related Pooling Agreement:
(1) all payments on account of principal, including principal
prepayments, on the mortgage loans;
(2) all payments on account of interest on the mortgage loans,
including any default interest collected, in each case net of any portion
thereof retained by the master servicer or the special servicer as its
servicing compensation or as compensation to the trustee;
(3) all proceeds received under any hazard, title or other insurance
policy that provides coverage with respect to a mortgaged property or the
related mortgage loan or in connection with the full or partial
condemnation of a mortgaged property (other than proceeds applied to the
restoration of the property or released to the related borrower)
("Insurance Proceeds" and "Condemnation Proceeds," respectively) and all
other amounts received and retained in connection with the liquidation of
defaulted mortgage loans or property acquired in respect thereof, by
foreclosure or otherwise (such amounts, together with those amounts listed
in clause (7) below, "Liquidation Proceeds"), together with the net
operating income (less reasonable reserves for future expenses) derived
from the operation of any mortgaged properties acquired by the trust fund
through foreclosure or otherwise;
(4) any amounts paid under any instrument or drawn from any fund that
constitutes Credit Support for the related series of certificates;
(5) any advances made with respect to delinquent scheduled payments of
principal and interest on the mortgage loans;
(6) any amounts paid under any Cash Flow Agreement;
(7) all proceeds of the purchase of any mortgage loan, or property
acquired in respect thereof, by the Depositor, any mortgage asset seller or
any other specified person as described under "-- Assignment of mortgage
loans; Repurchases" and "-- Representations and Warranties; Repurchases,"
all proceeds of the purchase of any defaulted mortgage loan as described
under "-- Realization Upon Defaulted Mortgage Loans," and all proceeds of
any mortgage asset purchased as described under "Description of the
Certificates -- Termination; Retirement of Certificates";
(8) to the extent that any such item does not constitute additional
servicing compensation to the master servicer or the special servicer and
is not otherwise retained by the depositor or another specified person, any
payments on account of modification or assumption fees, late payment
charges, prepayment premiums or Equity Participations with respect to the
mortgage loans;
(9) all payments required to be deposited in the Certificate Account
with respect to any deductible clause in any blanket insurance policy as
described under "-- Hazard Insurance Policies";
(10) any amount required to be deposited by the master servicer, the
special servicer or the trustee in connection with losses realized on
investments for the benefit of the master servicer, the special servicer or
the trustee, as the case may be, of funds held in the Certificate Account;
and
(11) any other amounts received on or in respect of the mortgage loans
required to be deposited in the Certificate Account as provided in the
related Pooling Agreement and described in the related prospectus
supplement.
WITHDRAWALS. Unless otherwise provided in the related Pooling Agreement and
described in the related prospectus supplement, a master servicer, trustee or
special servicer may make
49
withdrawals from the Certificate Account for each trust fund that includes
mortgage loans for any of the following purposes:
(1) to make distributions to the certificateholders on each
distribution date;
(2) to pay the master servicer or the special servicer any servicing
fees not previously retained thereby, such payment to be made out of
payments and other collections of interest on the particular mortgage loans
as to which such fees were earned;
(3) to reimburse the master servicer, the special servicer or any other
specified person for unreimbursed advances of delinquent scheduled payments
of principal and interest made by it, and certain unreimbursed servicing
expenses incurred by it, with respect to mortgage loans in the trust fund
and properties acquired in respect thereof, such reimbursement to be made
out of amounts that represent late payments collected on the particular
mortgage loans, Liquidation Proceeds, Insurance Proceeds and Condemnation
Proceeds collected on the particular mortgage loans and properties, and net
income collected on the particular properties, with respect to which such
advances were made or such expenses were incurred or out of amounts drawn
under any form of Credit Support with respect to such mortgage loans and
properties, or if in the judgment of the master servicer, the special
servicer or such other person, as applicable, such advances and/or expenses
will not be recoverable from such amounts, such reimbursement to be made
from amounts collected on other mortgage loans in the same trust fund or,
if and to the extent so provided by the related Pooling Agreement and
described in the related prospectus supplement, only from that portion of
amounts collected on such other mortgage loans that is otherwise
distributable on one or more classes of subordinate certificates of the
related series;
(4) if and to the extent described in the related prospectus
supplement, to pay the master servicer, the special servicer or any other
specified person interest accrued on the advances and servicing expenses
described in clause (3) above incurred by it while such remain outstanding
and unreimbursed;
(5) to pay for costs and expenses incurred by the trust fund for
environmental site assessments performed with respect to mortgaged
properties that constitute security for defaulted mortgage loans, and for
any containment, clean-up or remediation of hazardous wastes and materials
present on such mortgaged properties, as described under "-- Realization
Upon Defaulted Mortgage Loans";
(6) to reimburse the master servicer, the special servicer, the REMIC
administrator, the depositor, the trustee, or any of their respective
directors, officers, employees and agents, as the case may be, for certain
expenses, costs and liabilities incurred thereby, as and to the extent
described under "-- Certain Matters Regarding the Master Servicer, the
Special Servicer, the REMIC Administrator and the Depositor" and "--
Certain Matters Regarding the Trustee";
(7) if and to the extent described in the related prospectus
supplement, to pay the fees of the trustee, the REMIC administrator and any
provider of Credit Support;
(8) if and to the extent described in the related prospectus
supplement, to reimburse prior draws on any form of Credit Support;
(9) to pay the master servicer, the special servicer or the trustee, as
appropriate, interest and investment income earned in respect of amounts
held in the Certificate Account as additional compensation;
(10) to pay any servicing expenses not otherwise required to be
advanced by the master servicer, the special servicer or any other
specified person;
(11) if one or more elections have been made to treat the trust fund or
designated portions thereof as a REMIC, to pay any federal, state or local
taxes imposed on the trust fund or its assets
50
or transactions, as and to the extent described under "Certain Federal
Income Tax Consequences -- REMICs -- Prohibited Transactions Tax and Other
Taxes";
(12) to pay for the cost of various opinions of counsel obtained
pursuant to the related Pooling Agreement for the benefit of
certificateholders;
(13) to make any other withdrawals permitted by the related Pooling
Agreement and described in the related prospectus supplement; and
(14) to clear and terminate the Certificate Account upon the
termination of the trust fund.
MODIFICATIONS, WAIVERS AND AMENDMENTS OF MORTGAGE LOANS
The master servicer and the special servicer may each agree to modify,
waive or amend any term of any mortgage loan serviced by it in a manner
consistent with the applicable servicing standard; provided that, unless
otherwise set forth in the related prospectus supplement, the modification,
waiver or amendment
o will not affect the amount or timing of any scheduled payments of
principal or interest on the mortgage loan,
o will not, in the judgment of the master servicer or the special
servicer, as the case may be, materially impair the security for the
mortgage loan or reduce the likelihood of timely payment of amounts due
thereon, and
o will not adversely affect the coverage under any applicable instrument
of Credit Support.
Unless otherwise provided in the related prospectus supplement, the special
servicer also may agree to any other modification, waiver or amendment if, in
its judgment,
o a material default on the mortgage loan has occurred or a payment
default is imminent,
o such modification, waiver or amendment is reasonably likely to produce
a greater recovery with respect to the mortgage loan, taking into
account the time value of money, than would liquidation and
o such modification, waiver or amendment will not adversely affect the
coverage under any applicable instrument of Credit Support.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
If a default on a mortgage loan has occurred or, in the special servicer's
judgment, a payment default is imminent, the special servicer, on behalf of the
trustee, may at any time institute foreclosure proceedings, exercise any power
of sale contained in the related mortgage, obtain a deed in lieu of foreclosure,
or otherwise acquire title to the related mortgaged property, by operation of
law or otherwise. Unless otherwise specified in the related prospectus
supplement, the special servicer may not, however, acquire title to any
mortgaged property, have a receiver of rents appointed with respect to any
mortgaged property or take any other action with respect to any mortgaged
property that would cause the trustee, for the benefit of the related series of
certificateholders, or any other specified person to be considered to hold title
to, to be a "mortgagee-in-possession" of, or to be an "owner" or an "operator"
of such mortgaged property within the meaning of certain federal environmental
laws, unless the special servicer has previously received a report prepared by a
person who regularly conducts environmental audits (which report will be an
expense of the trust fund) and either:
(i) such report indicates that (a) the mortgaged property is in
compliance with applicable environmental laws and regulations and (b) there
are no circumstances or conditions present at the mortgaged property that
have resulted in any contamination for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under
any applicable environmental laws and regulations; or
51
(ii) the special servicer, based solely (as to environmental matters
and related costs) on the information set forth in such report, determines
that taking such actions as are necessary to bring the mortgaged property
into compliance with applicable environmental laws and regulations and/or
taking the actions contemplated by clause (i)(b) above, is reasonably
likely to produce a greater recovery, taking into account the time value of
money, than not taking such actions. See "Certain Legal Aspects of Mortgage
Loans -- Environmental Considerations."
A Pooling Agreement may grant to the master servicer, the special servicer,
a provider of Credit Support and/or the holder or holders of certain classes of
the related series of certificates an option to purchase from the trust fund, at
fair market value (which, if less than the Purchase Price, will be specified in
the related prospectus supplement), any mortgage loan as to which a specified
number of scheduled payments are delinquent.
Unless otherwise provided in the related prospectus supplement, if title to
any mortgaged property is acquired by a trust fund as to which a REMIC election
has been made, the special servicer, on behalf of the trust fund, will be
required to sell the mortgaged property prior to the close of the third calendar
year beginning after the year of acquisition, unless (i) the Internal Revenue
Service (the "IRS") grants an extension of time to sell such property or (ii)
the trustee receives an opinion of independent counsel to the effect that the
holding of the property by the trust fund beyond such period will not result in
the imposition of a tax on the trust fund or cause the trust fund (or any
designated portion thereof) to fail to qualify as a REMIC under the Code at any
time that any certificate is outstanding. Subject to the foregoing and any other
tax-related limitations, the special servicer will generally be required to
attempt to sell any mortgaged property so acquired on the same terms and
conditions it would if it were the owner. Unless otherwise provided in the
related prospectus supplement, if title to any mortgaged property is acquired by
a trust fund as to which a REMIC election has been made, the special servicer
will also be required to ensure that the mortgaged property is administered so
that it constitutes "foreclosure property" within the meaning of Code Section
860G(a)(8) at all times, that the sale of such property does not result in the
receipt by the trust fund of any income from nonpermitted assets as described in
Code Section 860F(a)(2)(B), and that the trust fund does not derive any "net
income from foreclosure property" within the meaning of Code Section 860G(c)(2),
with respect to such property. If the trust fund acquires title to any mortgaged
property, the special servicer, on behalf of the trust fund, may retain an
independent contractor to manage and operate such property. The retention of an
independent contractor, however, will not relieve the special servicer of its
obligation to manage such mortgaged property as required under the related
Pooling Agreement.
If Liquidation Proceeds collected with respect to a defaulted mortgage loan
are less than the outstanding principal balance of the defaulted mortgage loan
plus interest accrued thereon plus the aggregate amount of reimbursable expenses
incurred by the special servicer and/or the master servicer in connection with
such mortgage loan, then, to the extent that such shortfall is not covered by
any instrument or fund constituting Credit Support, the trust fund will realize
a loss in the amount of such shortfall. The special servicer and/or the master
servicer will be entitled to reimbursement out of the Liquidation Proceeds
recovered on any defaulted mortgage loan, prior to the distribution of such
Liquidation Proceeds to certificateholders, any and all amounts that represent
unpaid servicing compensation in respect of the mortgage loan, unreimbursed
servicing expenses incurred with respect to the mortgage loan and any
unreimbursed advances of delinquent payments made with respect to the mortgage
loan. In addition, if and to the extent set forth in the related prospectus
supplement, amounts otherwise distributable on the certificates may be further
reduced by interest payable to the master servicer and/or special servicer on
such servicing expenses and advances.
If any mortgaged property suffers damage such that the proceeds, if any, of
the related hazard insurance policy are insufficient to restore fully the
damaged property, neither the special servicer nor the master servicer will be
required to expend its own funds to effect such restoration unless (and to the
extent not otherwise provided in the related prospectus supplement) it
determines
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o that such restoration will increase the proceeds to certificateholders
on liquidation of the mortgage loan after reimbursement of the special
servicer or the master servicer, as the case may be, for its expenses
and
o that such expenses will be recoverable by it from related Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds and/or amounts
drawn on any instrument or fund constituting Credit Support.
HAZARD INSURANCE POLICIES
Unless otherwise specified in the related prospectus supplement, each
Pooling Agreement will require the master servicer (or the special servicer with
respect to mortgage loans serviced thereby) to use reasonable efforts to cause
each mortgage loan borrower to maintain a hazard insurance policy that provides
for such coverage as is required under the related mortgage or, if the mortgage
permits the holder thereof to dictate to the borrower the insurance coverage to
be maintained on the related mortgaged property, such coverage as is consistent
with the master servicer's (or special servicer's) normal servicing procedures.
Unless otherwise specified in the related prospectus supplement, such coverage
generally will be in an amount equal to the lesser of the principal balance
owing on such mortgage loan and the replacement cost of the related mortgaged
property. The ability of a master servicer (or special servicer) to assure that
hazard insurance proceeds are appropriately applied may be dependent upon its
being named as an additional insured under any hazard insurance policy and under
any other insurance policy referred to below, or upon the extent to which
information concerning covered losses is furnished by borrowers. All amounts
collected by a master servicer (or special servicer) under any such policy
(except for amounts to be applied to the restoration or repair of the mortgaged
property or released to the borrower in accordance with the master servicer's
(or special servicer's) normal servicing procedures and/or to the terms and
conditions of the related mortgage and mortgage note) will be deposited in the
related Certificate Account. The Pooling Agreement may provide that the master
servicer (or special servicer) may satisfy its obligation to cause each borrower
to maintain such a hazard insurance policy by maintaining a blanket policy
insuring against hazard losses on the mortgage loans in a trust fund. If such
blanket policy contains a deductible clause, the master servicer (or special
servicer) will be required, in the event of a casualty covered by such blanket
policy, to deposit in the related Certificate Account all additional sums that
would have been deposited therein under an individual policy but were not
because of such deductible clause.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies covering the mortgaged properties will be underwritten by
different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, most such policies typically do not cover any physical damage
resulting from war, revolution, governmental actions, floods and other
water-related causes, earth movement (including earthquakes, landslides and
mudflows), wet or dry rot, vermin and domestic animals. Accordingly, a mortgaged
property may not be insured for losses arising from any such cause unless the
related mortgage specifically requires, or permits the holder thereof to
require, such coverage.
The hazard insurance policies covering the mortgaged properties will
typically contain co-insurance clauses that in effect require an insured at all
times to carry insurance of a specified percentage (generally 80% to 90%) of the
full replacement value of the improvements on the property in order to recover
the full amount of any partial loss. If the insured's coverage falls below this
specified percentage, such clauses generally provide that the insurer's
liability in the event of partial loss does not exceed the lesser of
o the replacement cost of the improvements less physical depreciation and
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o such proportion of the loss as the amount of insurance carried bears to
the specified percentage of the full replacement cost of such
improvements.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Certain of the mortgage loans may contain a due-on-sale clause that
entitles the lender to accelerate payment of the mortgage loan upon any sale or
other transfer of the related mortgaged property made without the lender's
consent. Certain of the mortgage loans may also contain a due-on-encumbrance
clause that entitles the lender to accelerate the maturity of the mortgage loan
upon the creation of any other lien or encumbrance upon the mortgaged property.
Unless otherwise provided in the related prospectus supplement, the master
servicer (or special servicer) will determine whether to exercise any right the
trustee may have under any such provision in a manner consistent with the master
servicer's (or special servicer's) normal servicing procedures. Unless otherwise
specified in the related prospectus supplement, the master servicer or special
servicer, as applicable, will be entitled to retain as additional servicing
compensation any fee collected in connection with the permitted transfer of a
mortgaged property. See "Certain Legal Aspects of mortgage loans -- Due-on-Sale
and Due-on-Encumbrance."
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
Unless otherwise specified in the related prospectus supplement, a master
servicer's primary servicing compensation with respect to a series of
certificates will come from the periodic payment to it of a specified portion of
the interest payments on each mortgage loan in the related trust fund, including
mortgage loans serviced by the related special servicer. If and to the extent
described in the related prospectus supplement, a special servicer's primary
compensation with respect to a series of certificates may consist of any or all
of the following components:
o a specified portion of the interest payments on each mortgage loan in
the related trust fund, whether or not serviced by it;
o an additional specified portion of the interest payments on each
mortgage loan then currently serviced by it; and
o subject to any specified limitations, a fixed percentage of some or all
of the collections and proceeds received with respect to each mortgage
loan which was at any time serviced by it, including mortgage loans for
which servicing was returned to the master servicer.
Insofar as any portion of the master servicer's or special servicer's
compensation consists of a specified portion of the interest payments on a
mortgage loan, such compensation will generally be based on a percentage of the
principal balance of such mortgage loan outstanding from time to time and,
accordingly, will decrease with the amortization of the mortgage loan. As
additional compensation, a master servicer or special servicer may be entitled
to retain all or a portion of late payment charges, prepayment premiums,
modification fees and other fees collected from borrowers and any interest or
other income that may be earned on funds held in the related Certificate
Account. A more detailed description of each master servicer's and special
servicer's compensation will be provided in the related prospectus supplement.
Any sub-servicer will receive as its sub-servicing compensation a portion of the
servicing compensation to be paid to the master servicer or special servicer
that retained such sub-servicer. In addition to amounts payable to any
sub-servicer, a master servicer or special servicer may be required, to the
extent provided in the related prospectus supplement, to pay from amounts that
represent its servicing compensation certain expenses incurred in connection
with the administration of the related trust fund, including, without
limitation, payment of the fees and disbursements of independent accountants,
payment of fees and disbursements of the trustee and any custodians appointed
thereby and payment of expenses incurred in connection with distributions and
reports to certificateholders. Certain other expenses, including certain
expenses related to mortgage loan defaults and liquidations and, to
54
the extent so provided in the related prospectus supplement, interest on such
expenses at the rate specified therein, may be required to be borne by the trust
fund.
EVIDENCE AS TO COMPLIANCE
Unless otherwise specified in the related prospectus supplement, each
Pooling Agreement will provide that on or before a specified date in each year,
beginning the first such date that is at least a specified number of months
after the Cut-off Date, there will be furnished to the related trustee a report
of a firm of independent certified public accountants stating that
o it has obtained a letter of representation regarding certain matters
from the management of the master servicer which includes an assertion
that the master servicer has complied with certain minimum mortgage
loan servicing standards (to the extent applicable to commercial and
multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage
Bankers Association of America, with respect to the master servicer's
servicing of commercial and multifamily mortgage loans during the most
recently completed calendar year and
o on the basis of an examination conducted by such firm in accordance
with standards established by the American Institute of Certified
Public Accountants, such representation is fairly stated in all
material respects, subject to such exceptions and other qualifications
that, in the opinion of such firm, such standards require it to report.
In rendering its report such firm may rely, as to the matters relating
to the direct servicing of commercial and multifamily mortgage loans by
sub-servicers, upon comparable reports of firms of independent public
accountants rendered on the basis of examinations conducted in
accordance the same standards (rendered within one year of such report)
with respect to those sub-servicers. The prospectus supplement may
provide that additional reports of independent certified public
accountants relating to the servicing of mortgage loans may be required
to be delivered to the trustee.
Each Pooling Agreement will also provide that, on or before a specified
date in each year, beginning the first such date that is at least a specified
number of months after the Cut-off Date, the master servicer and special
servicer shall each deliver to the related trustee an annual statement signed by
one or more officers of the master servicer or the special servicer, as the case
may be, to the effect that, to the best knowledge of each such officer, the
master servicer or the special servicer, as the case may be, has fulfilled in
all material respects its obligations under the Pooling Agreement throughout the
preceding year or, if there has been a material default in the fulfillment of
any such obligation, such statement shall specify each such known default and
the nature and status thereof. Such statement may be provided as a single form
making the required statements as to more than one Pooling Agreement.
Unless otherwise specified in the related prospectus supplement, copies of
the annual accountants' statement and the annual statement of officers of a
master servicer or special servicer may be obtained by certificateholders upon
written request to the trustee.
CERTAIN MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER, THE REMIC
ADMINISTRATOR AND THE DEPOSITOR
Unless otherwise specified in the prospectus supplement for a series of
certificates, the related Pooling Agreement will permit the master servicer, the
special servicer and any REMIC administrator to resign from its obligations
thereunder only upon
o the appointment of, and the acceptance of such appointment by, a
successor thereto and receipt by the trustee of written confirmation
from each applicable rating agency that such resignation and
appointment will not have an adverse effect on the rating assigned by
such rating agency to any class of certificates of such series or
55
o a determination that such obligations are no longer permissible under
applicable law or are in material conflict by reason of applicable law
with any other activities carried on by it. No such resignation will
become effective until the trustee or other successor has assumed the
obligations and duties of the resigning master servicer, special
servicer or REMIC administrator, as the case may be, under the Pooling
Agreement.
The master servicer and special servicer for each trust fund will be
required to maintain a fidelity bond and errors and omissions policy or their
equivalent that provides coverage against losses that may be sustained as a
result of an officer's or employee's misappropriation of funds or errors and
omissions, subject to certain limitations as to amount of coverage, deductible
amounts, conditions, exclusions and exceptions permitted by the related Pooling
Agreement.
Unless otherwise specified in the related prospectus supplement, each
Pooling Agreement will further provide that none of the master servicer, the
special servicer, the REMIC administrator, the depositor or any director,
officer, employee or agent of any of them will be under any liability to the
related trust fund or certificateholders for any action taken, or not taken, in
good faith pursuant to the Pooling Agreement or for errors in judgment. However,
that none of the master servicer, the special servicer, the REMIC administrator,
the depositor or any such person will be protected against any liability that
would otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of obligations or duties thereunder or by reason
of reckless disregard of such obligations and duties. Unless otherwise specified
in the related prospectus supplement, each Pooling Agreement will further
provide that the master servicer, the special servicer, the REMIC administrator,
the depositor and any director, officer, employee or agent of any of them will
be entitled to indemnification by the related trust fund against any loss,
liability or expense incurred in connection with any legal action that relates
to such Pooling Agreement or the related series of certificates.
However, such indemnification will not extend to any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or gross negligence
in the performance of obligations or duties under such Pooling Agreement, or by
reason of reckless disregard of such obligations or duties. In addition, each
Pooling Agreement will provide that none of the master servicer, the special
servicer, the REMIC administrator or the depositor will be under any obligation
to appear in, prosecute or defend any legal action that is not incidental to its
respective responsibilities under the Pooling Agreement and that in its opinion
may involve it in any expense or liability. However, each of the master
servicer, the special servicer, the REMIC administrator and the depositor will
be permitted, in the exercise of its discretion, to undertake any such action
that it may deem necessary or desirable with respect to the enforcement and/or
protection of the rights and duties of the parties to the Pooling Agreement and
the interests of the related series of certificateholders thereunder. In such
event, the legal expenses and costs of such action, and any liability resulting
therefrom, will be expenses, costs and liabilities of the related series of
certificateholders, and the master servicer, the special servicer, the REMIC
administrator or the depositor, as the case may be, will be entitled to charge
the related Certificate Account therefor.
Any person into which the master servicer, the special servicer, the REMIC
administrator or the depositor may be merged or consolidated, or any person
resulting from any merger or consolidation to which the master servicer, the
special servicer, the REMIC administrator or the depositor is a party, or any
person succeeding to the business of the master servicer, the special servicer,
the REMIC administrator or the depositor, will be the successor of the master
servicer, the special servicer, the REMIC administrator or the depositor, as the
case may be, under the related Pooling Agreement.
Unless otherwise specified in the related prospectus supplement, a REMIC
administrator will be entitled to perform any of its duties under the related
Pooling Agreement either directly or by or through agents or attorneys, and the
REMIC administrator will not be responsible for any willful misconduct or gross
negligence on the part of any such agent or attorney appointed by it with due
care.
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EVENTS OF DEFAULT
Unless otherwise provided in the prospectus supplement for a series of
certificates, "Events of Default" under the related Pooling Agreement will
include, without limitation,
o any failure by the master servicer to distribute or cause to be
distributed to the certificateholders of such series, or to remit to
the trustee for distribution to such certificateholders, any amount
required to be so distributed or remitted, which failure continues
unremedied for five days after written notice thereof has been given to
the master servicer by any other party to the related Pooling
Agreement, or to the master servicer, with a copy to each other party
to the related Pooling Agreement, by certificateholders entitled to not
less than 25% (or such other percentage specified in the related
prospectus supplement) of the Voting Rights for such series;
o any failure by the special servicer to remit to the master servicer or
the trustee, as applicable, any amount required to be so remitted,
which failure continues unremedied for five days after written notice
thereof has been given to the special servicer by any other party to
the related Pooling Agreement, or to the special servicer, with a copy
to each other party to the related Pooling Agreement, by the
certificateholders entitled to not less than 25% (or such other
percentage specified in the related prospectus supplement) of the
Voting Rights of such series;
o any failure by the master servicer or the special servicer duly to
observe or perform in any material respect any of its other covenants
or obligations under the related Pooling Agreement, which failure
continues unremedied for sixty days after written notice thereof has
been given to the master servicer or the special servicer, as the case
may be, by any other party to the related Pooling Agreement, or to the
master servicer or the special servicer, as the case may be, with a
copy to each other party to the related Pooling Agreement, by
certificateholders entitled to not less than 25% (or such other
percentage specified in the related prospectus supplement) of the
Voting Rights for such series;
o any failure by a REMIC administrator (if other than the trustee) duly
to observe or perform in any material respect any of its covenants or
obligations under the related Pooling Agreement, which failure
continues unremedied for sixty days after written notice thereof has
been given to the REMIC administrator by any other party to the related
Pooling Agreement, or to the REMIC administrator, with a copy to each
other party to the related Pooling Agreement, by certificateholders
entitled to not less than 25% (or such other percentage specified in
the related prospectus supplement) of the Voting Rights for such
series; and
o certain events of insolvency, readjustment of debt, marshalling of
assets and liabilities, or similar proceedings in respect of or
relating to the master servicer, the special servicer or the REMIC
administrator (if other than the trustee), and certain actions by or on
behalf of the master servicer, the special servicer or the REMIC
administrator (if other than the trustee) indicating its insolvency or
inability to pay its obligations. Material variations to the foregoing
Events of Default (other than to add thereto or shorten cure periods or
eliminate notice requirements) will be specified in the related
prospectus supplement. Unless otherwise specified in the related
prospectus supplement, when a single entity acts as master servicer,
special servicer and REMIC administrator, or in any two of the
foregoing capacities, for any trust fund, an Event of Default in one
capacity will constitute an Event of Default in each capacity.
RIGHTS UPON EVENT OF DEFAULT
If an Event of Default occurs with respect to the master servicer, the
special servicer or a REMIC administrator under a Pooling Agreement, then, in
each and every such case, so long as the Event of Default remains unremedied,
the depositor or the trustee will be authorized, and at the direction
57
of certificateholders of the related series entitled to not less than 51% (or
such other percentage specified in the related prospectus supplement) of the
Voting Rights for such series, the trustee will be required, to terminate all of
the rights and obligations of the defaulting party as master servicer, special
servicer or REMIC administrator, as applicable, under the Pooling Agreement,
whereupon the trustee will succeed to all of the responsibilities, duties and
liabilities of the defaulting party as master servicer, special servicer or
REMIC administrator, as applicable, under the Pooling Agreement (except that if
the defaulting party is required to make advances thereunder regarding
delinquent mortgage loans, but the trustee is prohibited by law from obligating
itself to make such advances, or if the related prospectus supplement so
specifies, the trustee will not be obligated to make such advances) and will be
entitled to similar compensation arrangements. Unless otherwise specified in the
related prospectus supplement, if the trustee is unwilling or unable so to act,
it may (or, at the written request of certificateholders of the related series
entitled to not less than 51% (or such other percentage specified in the related
prospectus supplement) of the Voting Rights for such series, it will be required
to) appoint, or petition a court of competent jurisdiction to appoint, a loan
servicing institution or other entity that (unless otherwise provided in the
related prospectus supplement) is acceptable to each applicable Rating Agency to
act as successor to the master servicer, special servicer or REMIC
administrator, as the case may be, under the Pooling Agreement. Pending such
appointment, the trustee will be obligated to act in such capacity.
If the same entity is acting as both trustee and REMIC administrator, it
may be removed in both such capacities as described under "-- Resignation and
Removal of the Trustee" below.
No certificateholder will have any right under a Pooling Agreement to
institute any proceeding with respect to such Pooling Agreement unless such
holder previously has given to the trustee written notice of default and the
continuance thereof and unless the holders of certificates of any class
evidencing not less than 25% of the aggregate Percentage Interests constituting
such class have made written request upon the trustee to institute such
proceeding in its own name as trustee thereunder and have offered to the trustee
reasonable indemnity and the trustee for sixty days after receipt of such
request and indemnity has neglected or refused to institute any such proceeding.
However, the trustee will be under no obligation to exercise any of the trusts
or powers vested in it by the Pooling Agreement or to institute, conduct or
defend any litigation thereunder or in relation thereto at the request, order or
direction of any of the holders of certificates covered by such Pooling
Agreement, unless such certificateholders have offered to the trustee reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby.
AMENDMENT
Except as otherwise specified in the related prospectus supplement, each
pooling agreement may be amended by the parties thereto, without the consent of
any of the holders of certificates covered by such pooling agreement,
o to cure any ambiguity,
o to correct or supplement any provision therein which may be
inconsistent with any other provision therein or to correct any error,
o to change the timing and/or nature of deposits in the Certificate
Account, provided that (A) such change would not adversely affect in
any material respect the interests of any certificateholder, as
evidenced by an opinion of counsel, and (B) such change would not
adversely affect the then-current rating of any rated classes of
certificates, as evidenced by a letter from each applicable rating
agency,
o if a REMIC election has been made with respect to the related trust
fund, to modify, eliminate or add to any of its provisions (A) to such
extent as shall be necessary to maintain the qualification of the trust
fund (or any designated portion thereof) as a REMIC or to avoid or
minimize the risk of imposition of any tax on the related trust fund,
provided that the
58
trustee has received an opinion of counsel to the effect that (1) such
action is necessary or desirable to maintain such qualification or to
avoid or minimize such risk, and (2) such action will not adversely
affect in any material respect the interests of any holder of
certificates covered by the pooling agreement, or (B) to restrict the
transfer of the Residual certificates, provided that the depositor has
determined that the then-current ratings of the classes of the
certificates that have been rated will not be adversely affected, as
evidenced by a letter from each applicable rating agency, and that any
such amendment will not give rise to any tax with respect to the
transfer of the Residual certificates to a non-permitted transferee
(See "Certain Federal Income Tax Consequences -- REMICs -- Tax and
Restrictions on Transfers of Residual certificates to Certain
Organizations" herein),
o to make any other provisions with respect to matters or questions
arising under such pooling agreement or any other change, provided that
such action will not adversely affect in any material respect the
interests of any certificateholder, or
o to amend specified provisions that are not material to holders of any
class of certificates offered hereunder.
The pooling agreement may also be amended by the parties thereto with the
consent of the holders of certificates of each class affected thereby
evidencing, in each case, not less than 662/3% (or such other percentage
specified in the related prospectus supplement) of the aggregate Percentage
Interests constituting such class for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of such pooling
agreement or of modifying in any manner the rights of the holders of
certificates covered by such pooling agreement, except that no such amendment
may
o reduce in any manner the amount of, or delay the timing of, payments
received on mortgage loans which are required to be distributed on a
certificate of any class without the consent of the holder of such
certificate or
o reduce the aforesaid percentage of certificates of any class the
holders of which are required to consent to any such amendment without
the consent of the holders of all certificates of such class covered by
such pooling agreement then outstanding.
Notwithstanding the foregoing, if a REMIC election has been made with
respect to the related trust fund, the trustee will not be required to consent
to any amendment to a pooling agreement without having first received an opinion
of counsel to the effect that such amendment or the exercise of any power
granted to the Master Servicer, the special servicer, the Depositor, the trustee
or any other specified person in accordance with such amendment will not result
in the imposition of a tax on the related trust fund or cause such trust fund
(or any designated portion thereof) to fail to qualify as a REMIC.
LIST OF CERTIFICATEHOLDERS
Unless otherwise specified in the related prospectus supplement, upon
written request of three or more certificateholders of record made for purposes
of communicating with other holders of certificates of the same series with
respect to their rights under the related Pooling Agreement, the trustee or
other specified person will afford such certificateholders access during normal
business hours to the most recent list of certificateholders of that series held
by such person. If such list is as of a date more than 90 days prior to the date
of receipt of such certificateholders' request, then such person, if not the
registrar for such series of certificates, will be required to request from such
registrar a current list and to afford such requesting certificateholders access
thereto promptly upon receipt.
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THE TRUSTEE
The trustee under each Pooling Agreement will be named in the related
prospectus supplement. The commercial bank, national banking association,
banking corporation or trust company that serves as trustee may have typical
banking relationships with the depositor and its affiliates and with any master
servicer, special servicer or REMIC administrator and its affiliates.
DUTIES OF THE TRUSTEE
The trustee for each series of certificates will make no representation as
to the validity or sufficiency of the related Pooling Agreement, such
certificates or any underlying mortgage asset or related document and will not
be accountable for the use or application by or on behalf of any master servicer
or special servicer of any funds paid to the master servicer or special servicer
in respect of the certificates or the underlying mortgage assets. If no Event of
Default has occurred and is continuing, the trustee for each series of
certificates will be required to perform only those duties specifically required
under the related Pooling Agreement. However, upon receipt of any of the various
certificates, reports or other instruments required to be furnished to it
pursuant to the related Pooling Agreement, a trustee will be required to examine
such documents and to determine whether they conform to the requirements of such
agreement.
CERTAIN MATTERS REGARDING THE TRUSTEE
As and to the extent described in the related prospectus supplement, the
fees and normal disbursements of any trustee may be the expense of the related
master servicer or other specified person or may be required to be borne by the
related trust fund.
Unless otherwise specified in the related prospectus supplement, the
trustee for each series of certificates will be entitled to indemnification,
from amounts held in the Certificate Account for such series, for any loss,
liability or expense incurred by the trustee in connection with the trustee's
acceptance or administration of its trusts under the related Pooling Agreement;
provided, however, that such indemnification will not extend to any loss
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence on the part of the trustee in the performance of its
obligations and duties thereunder, or by reason of its reckless disregard of
such obligations or duties.
Unless otherwise specified in the related prospectus supplement, the
trustee for each series of certificates will be entitled to execute any of its
trusts or powers under the related Pooling Agreement or perform any of this
duties thereunder either directly or by or through agents or attorneys, and the
trustee will not be responsible for any willful misconduct or gross negligence
on the part of any such agent or attorney appointed by it with due care.
RESIGNATION AND REMOVAL OF THE TRUSTEE
The trustee may resign at any time, in which event the depositor will be
obligated to appoint a successor trustee. The depositor may also remove the
trustee if the trustee ceases to be eligible to continue as such under the
Pooling Agreement or if the trustee becomes insolvent. Upon becoming aware of
such circumstances, the depositor will be obligated to appoint a successor
trustee. The trustee may also be removed at any time by the holders of
certificates of the applicable series evidencing not less than 51% (or such
other percentage specified in the related prospectus supplement) of the Voting
Rights for such series. Any resignation or removal of the trustee and
appointment of a successor trustee will not become effective until acceptance of
the appointment by the successor trustee. Notwithstanding anything herein to the
contrary, if any entity is acting as both trustee and REMIC administrator, then
any resignation or removal of such entity as the trustee will also constitute
the resignation or removal of such entity as REMIC administrator, and the
successor trustee will serve as successor to the REMIC administrator as well.
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DESCRIPTION OF CREDIT SUPPORT
GENERAL
Credit Support may be provided with respect to one or more classes of the
certificates of any series or with respect to the related mortgage assets.
Credit Support may be in the form of
o a letter of credit,
o the subordination of one or more classes of certificates,
o the use of a surety bond,
o an insurance policy or a guarantee,
o the establishment of one or more reserve funds, or
o any combination of the foregoing.
If and to the extent so provided in the related prospectus supplement, any
of the foregoing forms of Credit Support may provide credit enhancement for more
than one series of certificates.
The Credit Support may not provide protection against all risks of loss and
will not guarantee payment to certificateholders of all amounts to which they
are entitled under the related Pooling Agreement. If losses or shortfalls occur
that exceed the amount covered by the related Credit Support or that are of a
type not covered by such Credit Support, certificateholders will bear their
allocable share of deficiencies. Moreover, if a form of Credit Support covers
the offered certificates of more than one series and losses on the related
mortgage assets exceed the amount of such Credit Support, it is possible that
the holders of offered certificates of one (or more) such series will be
disproportionately benefited by such Credit Support to the detriment of the
holders of offered certificates of one (or more) other such series.
If Credit Support is provided with respect to one or more classes of
certificates of a series, or with respect to the related mortgage assets, the
related prospectus supplement will include a description of
o the nature and amount of coverage under such Credit Support,
o any conditions to payment thereunder not otherwise described herein,
o the conditions (if any) under which the amount of coverage under such
Credit Support may be reduced and under which such Credit Support may
be terminated or replaced and
o the material provisions relating to such Credit Support. Additionally,
the related prospectus supplement will set forth certain information
with respect to the obligor, if any, under any instrument of Credit
Support. See "Risk Factors -- Credit Support Limitations."
SUBORDINATE CERTIFICATES
If so specified in the related prospectus supplement, one or more classes
of certificates of a series may be subordinate certificates. To the extent
specified in the related prospectus supplement, the rights of the holders of
subordinate certificates to receive distributions from the Certificate Account
on any distribution date will be subordinated to the corresponding rights of the
holders of senior certificates. If so provided in the related prospectus
supplement, the subordination of a class may apply only in the event of certain
types of losses or shortfalls. The related prospectus supplement will set forth
information concerning the method and amount of subordination provided by a
class or classes of subordinate certificates in a series and the circumstances
under which such subordination will be available.
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CROSS-SUPPORT PROVISIONS
If the mortgage assets in any trust fund are divided into separate groups,
each supporting a separate class or classes of certificates of the related
series, Credit Support may be provided by cross-support provisions requiring
that distributions be made on senior certificates evidencing interests in one
group of mortgage assets prior to distributions on subordinate certificates
evidencing interests in a different group of mortgage assets within the trust
fund. The prospectus supplement for a series that includes a cross-support
provision will describe the manner and conditions for applying such provisions.
INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS
If so provided in the prospectus supplement for a series of certificates,
mortgage loans included in the related trust fund will be covered for certain
default risks by insurance policies or guarantees. The related prospectus
supplement will describe the nature of such default risks and the extent of such
coverage.
LETTER OF CREDIT
If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on such certificates or certain
classes thereof will be covered by one or more letters of credit, issued by a
bank or other financial institution specified in such prospectus supplement (the
"Letter of Credit Bank"). Under a letter of credit, the Letter of Credit Bank
will be obligated to honor draws thereunder in an aggregate fixed dollar amount,
net of unreimbursed payments thereunder, generally equal to a percentage
specified in the related prospectus supplement of the aggregate principal
balance of some or all of the related mortgage assets on the related Cut-off
Date or of the initial aggregate certificate balance of one or more classes of
certificates. If so specified in the related prospectus supplement, the letter
of credit may permit draws only in the event of certain types of losses and
shortfalls. The amount available under the letter of credit will, in all cases,
be reduced to the extent of the unreimbursed payments thereunder and may
otherwise be reduced as described in the related prospectus supplement. The
obligations of the Letter of Credit Bank under the letter of credit for each
series of certificates will expire at the earlier of the date specified in the
related prospectus supplement or the termination of the trust fund.
CERTIFICATE INSURANCE AND SURETY BONDS
If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on such certificates or certain
classes thereof will be covered by insurance policies or surety bonds provided
by one or more insurance companies or sureties. Such instruments may cover, with
respect to one or more classes of certificates of the related series, timely
distributions of interest or distributions of principal on the basis of a
schedule of principal distributions set forth in or determined in the manner
specified in the related prospectus supplement. The related prospectus
supplement will describe any limitations on the draws that may be made under any
such instrument.
RESERVE FUNDS
If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on such certificates or certain
classes thereof will be covered (to the extent of available funds) by one or
more reserve funds in which cash, a letter of credit, Permitted Investments, a
demand note or a combination thereof will be deposited, in the amounts specified
in such prospectus supplement. If so specified in the related prospectus
supplement, the reserve fund for a series may also be funded over time by a
specified amount of certain collections received on the related mortgage assets.
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Amounts on deposit in any reserve fund for a series will be applied for the
purposes, in the manner, and to the extent specified in the related prospectus
supplement if so specified in the related prospectus supplement, reserve funds
may be established to provide protection only against certain types of losses
and shortfalls. Following each distribution date, amounts in a reserve fund in
excess of any amount required to be maintained therein may be released from the
reserve fund under the conditions and to the extent specified in the related
prospectus supplement.
If so specified in the related prospectus supplement, amounts deposited in
any reserve fund will be invested in Permitted Investments. Unless otherwise
specified in the related prospectus supplement, any reinvestment income or other
gain from such investments will be credited to the related reserve fund for such
series, and any loss resulting from such investments will be charged to such
reserve fund. However, such income may be payable to any related master servicer
or another service provider as additional compensation for its services. The
reserve fund, if any, for a series will not be a part of the trust fund unless
otherwise specified in the related prospectus supplement.
CREDIT SUPPORT WITH RESPECT TO MBS
If so provided in the prospectus supplement for a series of certificates,
any MBS included in the related trust fund and/or the related underlying
mortgage loans may be covered by one or more of the types of Credit Support
described herein. The related prospectus supplement will specify, as to each
such form of Credit Support, the information indicated above with respect
thereto, to the extent such information is material and available.
INTEREST RATE EXCHANGE, CAP AND FLOOR AGREEMENTS
If so specified in the prospectus supplement for a series of certificates,
the related trust fund may include interest rate exchange agreements or interest
rate cap or floor agreements. These types of agreements may be used to limit the
exposure of the trust fund or investors in the certificates to fluctuations in
interest rates and to situations where interest rates become higher or lower
than specified thresholds. Generally, an interest rate exchange agreement is a
contract between two parties to pay and receive, with a set frequency, interest
payments determined by applying the differential between two interest rates to
an agreed-upon notional principal. Generally, an interest rate cap agreement is
a contract pursuant to which one party agrees to reimburse another party for a
floating rate interest payment obligation, to the extent that the rate payable
at any time exceeds a specified cap. Generally, an interest rate floor agreement
is a contract pursuant to which one party agrees to reimburse another party in
the event that amounts owing to the latter party under a floating rate interest
payment obligation are payable at a rate which is less than a specified floor.
The specific provisions of these types of agreements will be described in the
related prospectus supplement.
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS
The following discussion contains general summaries of certain legal
aspects of mortgage loans secured by commercial and multifamily residential
properties. Because such legal aspects are governed by applicable local law
(which laws may differ substantially), the summaries do not purport to be
complete, to reflect the laws of any particular jurisdiction, or to encompass
the laws of all jurisdictions in which the security for the Mortgage Loans (or
mortgage loans underlying any MBS) is situated. Accordingly, the summaries are
qualified in their entirety by reference to the applicable laws of those
jurisdictions. See "Description of the Trust Funds -- Mortgage Loans." If a
significant percentage of mortgage loans (or mortgage loans underlying MBS), by
balance, are secured by properties in a particular jurisdiction, relevant local
laws, to the extent they vary materially from this discussion, will be discussed
in the prospectus supplement.
GENERAL
Each mortgage loan will be evidenced by a note or bond and secured by an
instrument granting a security interest in real property, which may be a
mortgage, deed of trust or a deed to
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secure debt, depending upon the prevailing practice and law in the state in
which the related mortgaged property is located. Mortgages, deeds of trust and
deeds to secure debt are herein collectively referred to as "mortgages." A
mortgage creates a lien upon, or grants a title interest in, the real property
covered thereby, and represents the security for the repayment of the
indebtedness customarily evidenced by a promissory note. The priority of the
lien created or interest granted will depend on the terms of the mortgage and,
in some cases, on the terms of separate subordination agreements or
intercreditor agreements with others that hold interests in the real property,
the knowledge of the parties to the mortgage and, generally, the order of
recordation of the mortgage in the appropriate public recording office. However,
the lien of a recorded mortgage will generally be subordinate to later-arising
liens for real estate taxes and assessments and other charges imposed under
governmental police powers.
TYPES OF MORTGAGE INSTRUMENTS
There are two parties to a mortgage: a mortgagor (the borrower and usually
the owner of the subject property) and a mortgagee (the lender). In contrast, a
deed of trust is a three-party instrument, among a trustor (the equivalent of a
borrower), a trustee to whom the real property is conveyed, and a beneficiary
(the lender) for whose benefit the conveyance is made. Under a deed of trust,
the trustor grants the property, irrevocably until the debt is paid, in trust
and generally with a power of sale, to the trustee to secure repayment of the
indebtedness evidenced by the related note. A deed to secure debt typically has
two parties, pursuant to which the borrower, or grantor, conveys title to the
real property to the grantee, or lender, generally with a power of sale, until
such time as the debt is repaid. In a case where the borrower is a land trust,
there would be an additional party because legal title to the property is held
by a land trustee under a land trust agreement for the benefit of the borrower.
At origination of a mortgage loan involving a land trust, the borrower may
execute a separate undertaking to make payments on the mortgage note. In no
event is the land trustee personally liable for the mortgage note obligation.
The mortgagee's authority under a mortgage, the trustee's authority under a deed
of trust and the grantee's authority under a deed to secure debt are governed by
the express provisions of the related instrument, the law of the state in which
the real property is located, certain federal laws and, in some deed of trust
transactions, the directions of the beneficiary.
LEASES AND RENTS
Mortgages that encumber income-producing property often contain an
assignment of rents and leases and/or may be accompanied by a separate
assignment of rents and leases, pursuant to which the borrower assigns to the
lender the borrower's right, title and interest as landlord under each lease and
the income derived therefrom, while (unless rents are to be paid directly to the
lender) retaining a revocable license to collect the rents for so long as there
is no default. If the borrower defaults, the license terminates and the lender
is entitled to collect the rents. Local law may require that the lender take
possession of the property and/or obtain a court-appointed receiver before
becoming entitled to collect the rents.
In most states, hotel and motel room rates are considered accounts
receivable under the Uniform Commercial Code ("UCC"); in cases where hotels or
motels constitute loan security, the rates are generally pledged by the borrower
as additional security for the loan. In general, the lender must file financing
statements in order to perfect its security interest in the room rates and must
file continuation statements, generally every five years, to maintain perfection
of such security interest. In certain cases, mortgage loans secured by hotels or
motels may be included in a trust fund even if the security interest in the room
rates was not perfected or the requisite UCC filings were allowed to lapse. Even
if the lender's security interest in room rates is perfected under applicable
nonbankruptcy law, it will generally be required to commence a foreclosure
action or otherwise take possession of the property in order to enforce its
rights to collect the room rates following a default. In the bankruptcy setting,
however, the lender will be stayed from enforcing its rights to collect room
rates, but those room rates constitute "cash collateral" and therefore cannot
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be used by the bankruptcy debtor without a hearing or lender's consent or unless
the lender's interest in the room rates is given adequate protection (e.g., cash
payment for otherwise encumbered funds or a replacement lien on unencumbered
property, in either case equal in value to the amount of room rates that the
debtor proposes to use, or other similar relief). See "-- Bankruptcy Laws."
PERSONALTY
In the case of certain types of mortgaged properties, such as hotels,
motels and nursing homes, personal property (to the extent owned by the borrower
and not previously pledged) may constitute a significant portion of the
property's value as security. The creation and enforcement of liens on personal
property are governed by the UCC. Accordingly, if a borrower pledges personal
property as security for a mortgage loan, the lender generally must file UCC
financing statements in order to perfect its security interest therein, and must
file continuation statements, generally every five years, to maintain that
perfection. In certain cases, mortgage loans secured in part by personal
property may be included in a trust fund even if the security interest in such
personal property was not perfected or the requisite UCC filings were allowed to
lapse.
FORECLOSURE
GENERAL. Foreclosure is a legal procedure that allows the lender to recover
its mortgage debt by enforcing its rights and available legal remedies under the
mortgage. If the borrower defaults in payment or performance of its obligations
under the note or mortgage, the lender has the right to institute foreclosure
proceedings to sell the real property at public auction to satisfy the
indebtedness.
FORECLOSURE PROCEDURES VARY FROM STATE TO STATE. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,
and nonjudicial foreclosure pursuant to a power of sale granted in the mortgage
instrument. Other foreclosure procedures are available in some states, but they
are either infrequently used or available only in limited circumstances.
A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed, and sometimes
requires several years to complete.
JUDICIAL FORECLOSURE. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, the action is
initiated by the service of legal pleadings upon all parties having a
subordinate interest of record in the real property and all parties in
possession of the property, under leases or otherwise, whose interests are
subordinate to the mortgage. Delays in completion of the foreclosure may
occasionally result from difficulties in locating defendants. When the lender's
right to foreclose is contested, the legal proceedings can be time-consuming.
Upon successful completion of a judicial foreclosure proceeding, the court
generally issues a judgment of foreclosure and appoints a referee or other
officer to conduct a public sale of the mortgaged property, the proceeds of
which are used to satisfy the judgment. Such sales are made in accordance with
procedures that vary from state to state.
EQUITABLE AND OTHER LIMITATIONS ON ENFORCEABILITY OF CERTAIN PROVISIONS.
United States courts have traditionally imposed general equitable principles to
limit the remedies available to lenders in foreclosure actions. These principles
are generally designed to relieve borrowers from the effects of mortgage
defaults perceived as harsh or unfair. Relying on such principles, a court may
alter the specific terms of a loan to the extent it considers necessary to
prevent or remedy an injustice, undue oppression or overreaching, or may require
the lender to undertake affirmative actions to determine the cause of the
borrower's default and the likelihood that the borrower will be able to
reinstate the loan. In some cases, courts have substituted their judgment for
the lender's and have required that lenders reinstate loans or recast payment
schedules in order to accommodate borrowers who are suffering from a temporary
financial disability. In other cases, courts have limited the right of the
lender to foreclose in the case of a nonmonetary default, such as a failure to
adequately maintain the mortgaged property or an impermissible further
encumbrance of the
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mortgaged property. Finally, some courts have addressed the issue of whether
federal or state constitutional provisions reflecting due process concerns for
adequate notice require that a borrower receive notice in addition to
statutorily-prescribed minimum notice. For the most part, these cases have
upheld the reasonableness of the notice provisions or have found that a public
sale under a mortgage providing for a power of sale does not involve sufficient
state action to trigger constitutional protections.
In addition, some states may have statutory protection such as the right of
the borrower to reinstate mortgage loans after commencement of foreclosure
proceedings but prior to a foreclosure sale.
NONJUDICIAL FORECLOSURE/POWER OF SALE. In states permitting nonjudicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a nonjudicial trustee's sale pursuant to a power of sale
typically granted in the deed of trust. A power of sale may also be contained in
any other type of mortgage instrument if applicable law so permits. A power of
sale under a deed of trust allows a nonjudicial public sale to be conducted
generally following a request from the beneficiary/lender to the trustee to sell
the property upon default by the borrower and after notice of sale is given in
accordance with the terms of the mortgage and applicable state law. In some
states, prior to such sale, the trustee under the deed of trust must record a
notice of default and notice of sale and send a copy to the borrower and to any
other party who has recorded a request for a copy of a notice of default and
notice of sale. In addition, in some states the trustee must provide notice to
any other party having an interest of record in the real property, including
junior lienholders. A notice of sale must be posted in a public place and, in
most states, published for a specified period of time in one or more newspapers.
The borrower or junior lienholder may then have the right, during a
reinstatement period required in some states, to cure the default by paying the
entire actual amount in arrears (without regard to the acceleration of the
indebtedness), plus the lender's expenses incurred in enforcing the obligation.
In other states, the borrower or the junior lienholder is not provided a period
to reinstate the loan, but has only the right to pay off the entire debt to
prevent the foreclosure sale. Generally, state law governs the procedure for
public sale, the parties entitled to notice, the method of giving notice and the
applicable time periods.
PUBLIC SALE. A third party may be unwilling to purchase a mortgaged
property at a public sale because of the difficulty in determining the exact
status of title to the property (due to, among other things, redemption rights
that may exist) and because of the possibility that physical deterioration of
the property may have occurred during the foreclosure proceedings. Therefore, it
is common for the lender to purchase the mortgaged property for an amount equal
to the secured indebtedness and accrued and unpaid interest plus the expenses of
foreclosure, in which event the borrower's debt will be extinguished, or for a
lesser amount in order to preserve its right to seek a deficiency judgment if
such is available under state law and under the terms of the mortgage loan
documents. (The mortgage loans, however, may be nonrecourse. See "Risk Factors
- -- Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which
Could Adversely Affect the Performance of Your Offered Certificates -- The
Mortgage Loans May Be Nonrecourse Loans or Loans With Limited Recourse.")
Thereafter, subject to the borrower's right in some states to remain in
possession during a redemption period, the lender will become the owner of the
property and have both the benefits and burdens of ownership, including the
obligation to pay debt service on any senior mortgages, to pay taxes, to obtain
casualty insurance and to make such repairs as are necessary to render the
property suitable for sale. The costs of operating and maintaining a commercial
or multifamily residential property may be significant and may be greater than
the income derived from that property. The lender also will commonly obtain the
services of a real estate broker and pay the broker's commission in connection
with the sale or lease of the property. Depending upon market conditions, the
ultimate proceeds of the sale of the property may not equal the lender's
investment in the property. Moreover, because of the expenses associated with
acquiring, owning and selling a mortgaged property, a lender could realize an
overall loss on a mortgage loan even if the mortgaged property is sold at
foreclosure, or resold after it is acquired
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through foreclosure, for an amount equal to the full outstanding principal
amount of the loan plus accrued interest.
The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens, and may be
obliged to keep senior mortgage loans current in order to avoid foreclosure of
its interest in the property. In addition, if the foreclosure of a junior
mortgage triggers the enforcement of a "due-on-sale" clause contained in a
senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness or face foreclosure.
RIGHTS OF REDEMPTION. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all persons
who have interests in the property that are subordinate to that of the
foreclosing lender, from exercise of their "equity of redemption." The doctrine
of equity of redemption provides that, until the property encumbered by a
mortgage has been sold in accordance with a properly conducted foreclosure and
foreclosure sale, those having interests that are subordinate to that of the
foreclosing lender have an equity of redemption and may redeem the property by
paying the entire debt with interest. Those having an equity of redemption must
generally be made parties and joined in the foreclosure proceeding in order for
their equity of redemption to be terminated.
The equity of redemption is a common-law (nonstatutory) right which should
be distinguished from post-sale statutory rights of redemption. In some states,
after sale pursuant to a deed of trust or foreclosure of a mortgage, the
borrower and foreclosed junior lienors are given a statutory period in which to
redeem the property. In some states, statutory redemption may occur only upon
payment of the foreclosure sale price. In other states, redemption may be
permitted if the former borrower pays only a portion of the sums due. The effect
of a statutory right of redemption is to diminish the ability of the lender to
sell the foreclosed property because the exercise of a right of redemption would
defeat the title of any purchaser through a foreclosure. Consequently, the
practical effect of the redemption right is to force the lender to maintain the
property and pay the expenses of ownership until the redemption period has
expired. In some states, a post-sale statutory right of redemption may exist
following a judicial foreclosure, but not following a trustee's sale under a
deed of trust.
ANTI-DEFICIENCY LEGISLATION. Some or all of the mortgage loans may be
nonrecourse loans, as to which recourse in the case of default will be limited
to the mortgaged property and such other assets, if any, that were pledged to
secure the mortgage loan. However, even if a mortgage loan by its terms provides
for recourse to the borrower's other assets, a lender's ability to realize upon
those assets may be limited by state law. For example, in some states a lender
cannot obtain a deficiency judgment against the borrower following foreclosure
or sale under a deed of trust. A deficiency judgment is a personal judgment
against the former borrower equal to the difference between the net amount
realized upon the public sale of the real property and the amount due to the
lender. Other statutes may require the lender to exhaust the security afforded
under a mortgage before bringing a personal action against the borrower. In
certain other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting such security;
however, in some of those states, the lender, following judgment on such
personal action, may be deemed to have elected a remedy and thus may be
precluded from foreclosing upon the security. Consequently, lenders in those
states where such an election of remedy provision exists will usually proceed
first against the security. Finally, other statutory provisions, designed to
protect borrowers from exposure to large deficiency judgments that might result
from bidding at below-market values at the foreclosure sale, limit any
deficiency judgment to the excess of the outstanding debt over the fair market
value of the property at the time of the sale.
LEASEHOLD CONSIDERATIONS. Mortgage Loans may be secured by a mortgage on
the borrower's leasehold interest in a ground lease. Leasehold mortgage loans
are subject to certain risks not associated with mortgage loans secured by a
lien on the fee estate of the borrower. The most significant of these risks is
that if the borrower's leasehold were to be terminated upon a lease default,
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the leasehold mortgagee would lose its security. This risk may be lessened if
the ground lease requires the lessor to give the leasehold mortgagee notices of
lessee defaults and an opportunity to cure them, permits the leasehold estate to
be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure
sale, and contains certain other protective provisions typically included in a
"mortgageable" ground lease. Certain mortgage loans, however, may be secured by
ground leases which do not contain these provisions.
In addition, where a lender has as its security both the fee and leasehold
interest in the same property, the grant of a mortgage lien on its fee interest
by the land owner/ground lessor to secure the debt of a borrower/ground lessee
may be subject to challenge as a fraudulent conveyance. Among other things, a
legal challenge to the granting of the liens may focus on the benefits realized
by the land owner/ground lessor from the loan. If a court concluded that the
granting of the mortgage lien was an avoidable fraudulent conveyance, it might
take actions detrimental to the holders of the offered certificates, including,
under certain circumstances, invalidating the mortgage lien on the fee interest
of the land owner/ground lessor.
COOPERATIVE SHARES. Mortgage loans may be secured by a security interest on
the borrower's ownership interest in shares, and the proprietary leases
appurtenant thereto, allocable to cooperative dwelling units that may be vacant
or occupied by nonowner tenants. Such loans are subject to certain risks not
associated with mortgage loans secured by a lien on the fee estate of a borrower
in real property. Such a loan typically is subordinate to the mortgage, if any,
on the cooperative's building which, if foreclosed, could extinguish the equity
in the building and the proprietary leases of the dwelling units derived from
ownership of the shares of the cooperative. Further, transfer of shares in a
cooperative are subject to various regulations as well as to restrictions under
the governing documents of the cooperative, and the shares may be cancelled in
the event that associated maintenance charges due under the related proprietary
leases are not paid. Typically, a recognition agreement between the lender and
the cooperative provides, among other things, the lender with an opportunity to
cure a default under a proprietary lease.
Under the laws applicable in many states, "foreclosure" on cooperative
shares is accomplished by a sale in accordance with the provisions of Article 9
of the UCC and the security agreement relating to the shares. Article 9 of the
UCC requires that a sale be conducted in a "commercially reasonable" manner,
which may be dependent upon, among other things, the notice given the debtor and
the method, manner, time, place and terms of the sale. Article 9 of the UCC
provides that the proceeds of the sale will be applied first to pay the costs
and expenses of the sale and then to satisfy the indebtedness secured by the
lender's security interest. A recognition agreement, however, generally provides
that the lender's right to reimbursement is subject to the right of the
cooperative to receive sums due under the proprietary leases.
BANKRUPTCY LAWS
Operation of the federal bankruptcy code, as amended from time to time (11
U.S.C.) (the "Bankruptcy Code") and related state laws may interfere with or
affect the ability of a lender to realize upon collateral and/or to enforce a
deficiency judgment. For example, under the Bankruptcy Code, virtually all
actions (including foreclosure actions and deficiency judgment proceedings) are
automatically stayed upon the filing of the bankruptcy petition and, usually, no
interest or principal payments are made during the course of the bankruptcy
case. The delay and the consequences thereof caused by such automatic stay can
be significant. Also, under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a junior lienor may stay the senior lender from
taking action to foreclose out such junior lien.
Under the Bankruptcy Code, provided certain substantive and procedural
safeguards protective of the lender are met, the amount and terms of a mortgage
loan secured by a lien on property of the debtor may be modified under certain
circumstances. In many jurisdictions, the outstanding amount of the loan may be
reduced to the then-current value of the property (with a corresponding partial
reduction of the amount of lender's security interest) pursuant to a confirmed
plan or lien
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avoidance proceeding, thus leaving the lender a general unsecured creditor for
the difference between such value and the outstanding balance of the loan. Other
modifications may include the reduction in the amount of each scheduled payment,
by means of a reduction in the rate of interest and/or an alteration of the
repayment schedule (with or without affecting the unpaid principal balance of
the loan), and/or by an extension (or shortening) of the term to maturity. Some
courts with federal bankruptcy jurisdiction have approved plans, based on the
particular facts of the reorganization case, that effected the cure of a
mortgage loan default by paying arrearages over a number of years. Also, under
the Bankruptcy Code, a bankruptcy court may permit a debtor, through its
rehabilitative plan, to de-accelerate a secured loan and to reinstate the loan
even if the lender accelerated the mortgage loan and final judgment of
foreclosure has been entered in state court (provided no sale of the property
had yet occurred) prior to the filing of the debtor's petition. This may be done
even if the full amount due under the original loan is never repaid.
The Bankruptcy Code has been amended to provide that a lender's perfected
pre-petition security interest in leases, rents and hotel revenues continues in
the post-petition leases, rents and hotel revenues, unless a bankruptcy court
orders to the contrary "based on the equities of the case." Thus, unless a court
orders otherwise, revenues from a mortgaged property generated after the date
the bankruptcy petition is filed will constitute "cash collateral" under the
Bankruptcy Code. Debtors may only use cash collateral upon obtaining the
lender's consent or a prior court order finding that the lender's interest in
the mortgaged property and the cash collateral is "adequately protected" as the
term is defined and interpreted under the Bankruptcy Code. It should be noted,
however, that the court may find that the lender has no security interest in
either pre-petition or post-petition revenues if the court finds that the loan
documents do not contain language covering accounts, room rents, or other forms
of personality necessary for a security interest to attach to hotel revenues.
The Bankruptcy Code provides generally that rights and obligation under an
unexpired lease of the debtor/lessee may not be terminated or modified at any
time after the commencement of a case under the Bankruptcy Code solely because
of a provision in the lease to that effect or because of certain other similar
events. This prohibition on so-called "ipso facto clauses" could limit the
ability of the trustee to exercise certain contractual remedies with respect to
the leases on any mortgaged property. In addition, Section 362 of the Bankruptcy
Code operates as an automatic stay of, among other things, any act to obtain
possession of property from a debtor's estate, which may delay a trustee's
exercise of those remedies in the event that a lessee becomes the subject of a
proceeding under the Bankruptcy Code.
For example, a mortgagee would be stayed from enforcing an assignment of
the lease by a borrower related to a mortgaged property if the related borrower
was in a bankruptcy proceeding. The legal proceedings necessary to resolve the
issues could be time-consuming and might result in significant delays in the
receipt of the assigned rents. Similarly, the filing of a petition in bankruptcy
by or on behalf of a lessee of a mortgaged property would result in a stay
against the commencement or continuation of any state court proceeding for past
due rent, for accelerated rent, for damages or for a summary eviction order with
respect to a default under the related lease that occurred prior to the filing
of the lessee's petition. Rents and other proceeds of a mortgage loan may also
escape an assignment if the assignment is not fully perfected under state law
prior to commencement of the bankruptcy proceeding.
In addition, the Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court, (a) assume the lease
and retain it or assign it to a third party or (b) reject the lease. If the
lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the
lessee as debtor-in-possession, or the assignee, if applicable, must cure any
defaults under the lease, compensate the lessor for its losses and provide the
lessor with "adequate assurance" of future performance. These remedies may be
insufficient, however, as the lessor may be forced to continue under the lease
with a lessee that is a poor credit risk or an unfamiliar tenant if the lease
was assigned, and any assurances provided to the lessor may, in fact, be
inadequate. If the lease is rejected, the rejection generally constitutes a
breach of the executory contract or unexpired lease immediately
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before the date of filing the petition. As a consequence, the other party or
parties to the lease, such as the borrower, as lessor under a lease, would have
only an unsecured claim against the debtor for damages resulting from the
breach, which could adversely affect the security for the related mortgage loan.
In addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor's
damages for lease rejection in respect of future rent installments are limited
to the rent reserved by the lease, without acceleration, for the greater of one
year or 15 percent, not to exceed three years, of the remaining term of the
lease.
If a trustee in bankruptcy on behalf of a lessor, or a lessor as
debtor-in-possession, rejects an unexpired lease of real property, the lessee
may treat the lease as terminated by the rejection or, in the alternative, the
lessee may remain in possession of the leasehold for the balance of the term and
for any renewal or extension of the term that is enforceable by the lessee under
applicable nonbankruptcy law. The Bankruptcy Code provides that if a lessee
elects to remain in possession after a rejection of a lease, the lessee may
offset against rents reserved under the lease for the balance of the term after
the date of rejection of the lease, and the related renewal or extension of the
lease, any damages occurring after that date caused by the nonperformance of any
obligation of the lessor under the lease after that date.
On the bankruptcy of a lessor or a lessee under a ground lease, the debtor
entity has the right to assume (continue) or reject (terminate) the ground
lease. Pursuant to Section 365(h) of the Bankruptcy Code, as it is presently in
effect, a ground lessee whose ground lease is rejected by a debtor ground lessor
has the right to remain in possession of its leased premises under the rent
reserved in the lease for the term (including renewals) of the ground lease, but
is not entitled to enforce the obligation of the ground lessor to provide any
services required under the ground lease. In the event a ground lessee/borrower
in bankruptcy rejects any/or all of its ground leases, the leasehold mortgagee
would have the right to succeed to the ground lessee/borrower's position under
the lease only if the ground lessor had specifically granted the mortgagee such
right. In the event of concurrent bankruptcy proceedings involving the ground
lessor and the ground lessee/borrower, the trustee may be unable to enforce the
ground lessee/borrower's obligation to refuse to treat a ground lease rejected
by a bankrupt ground lessor as terminated. In such circumstances, a ground lease
could be terminated notwithstanding lender protection provisions contained
herein or in the mortgage. A lender could lose its security unless the borrower
holds a fee mortgage or the bankruptcy court, as a court of equity, allows the
lender to assume the ground lessee's obligations under the ground lease and
succeed to the position of a leasehold mortgagor. Although consistent with the
Bankruptcy Code, such position may not be adopted by a bankruptcy court.
In a bankruptcy or similar proceeding of a borrower, action may be taken
seeking the recovery, as a preferential transfer or on other grounds, of any
payments made by the borrower, or made directly by the related lessee, under the
related mortgage loan to the trust fund. Payments on long-term debt may be
protected from recovery as preferences if they are payments in the ordinary
course of business made on debts incurred in the ordinary course of business.
Whether any particular payment would be protected depends upon the facts
specific to a particular transaction.
A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of
payment to the lender. In certain circumstances, a debtor in bankruptcy may have
the power to grant liens senior to the lien of a mortgage, and analogous state
statutes and general principles of equity may also provide a borrower with means
to halt a foreclosure proceeding or sale and to force a restructuring of a
mortgage loan on terms a lender would not otherwise accept. Moreover, the laws
of certain states also give priority to certain tax liens over the lien of a
mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that
actions of the mortgagee have been unreasonable, the lien of the related
mortgage may be subordinated to the claims of unsecured creditors.
Certain of the borrowers may be partnerships. The laws governing limited
partnerships in certain states provide that the commencement of a case under the
Bankruptcy Code with respect to a general partner will cause a person to cease
to be a general partner of the limited partnership, unless
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otherwise provided in writing in the limited partnership agreement. This
provision may be construed as an "ipso facto" clause and, in the event of the
general partner's bankruptcy, may not be enforceable. Certain limited
partnership agreements of the borrowers may provide that the commencement of a
case under the Bankruptcy Code with respect to the related general partner
constitutes an event of withdrawal (assuming the enforceability of the clause is
not challenged in bankruptcy proceedings or, if challenged, is upheld) that
might trigger the dissolution of the limited partnership, the winding up of its
affairs and the distribution of its assets, unless (i) at the time there was at
least one other general partner and the written provisions of the limited
partnership permit the business of the limited partnership to be carried on by
the remaining general partner and that general partner does so or (ii) the
written provisions of the limited partnership agreement permit the limited
partners to agree within a specified time frame (often 60 days) after the
withdrawal to continue the business of the limited partnership and to the
appointment of one or more general partners and the limited partners do so. In
addition, the laws governing general partnerships in certain states provide that
the commencement of a case under the Bankruptcy Code or state bankruptcy laws
with respect to a general partner of the partnerships triggers the dissolution
of the partnership, the winding up of its affairs and the distribution of its
assets. Those state laws, however, may not be enforceable or effective in a
bankruptcy case. The dissolution of a borrower, the winding up of its affairs
and the distribution of its assets could result in an acceleration of its
payment obligation under the borrower's mortgage loan, which may reduce the
yield on the notes in the same manner as a principal prepayment.
In addition, the bankruptcy of the general or limited partner of a borrower
that is a partnership, or the bankruptcy of a member of a borrower that is a
limited liability company or the bankruptcy of a shareholder of a borrower that
is a corporation may provide the opportunity in the bankruptcy case of the
partner, member or shareholder to obtain an order from a court consolidating the
assets and liabilities of the partner, member or shareholder with those of the
mortgagor pursuant to the doctrines of substantive consolidation or piercing the
corporate veil. In such a case, the respective mortgaged property, for example,
would become property of the estate of the bankrupt partner, member or
shareholder. Not only would the mortgaged property be available to satisfy the
claims of creditors of the partner, member or shareholder, but an automatic stay
would apply to any attempt by the trustee to exercise remedies with respect to
the mortgaged property. However, such an occurrence should not affect the
trustee's status as a secured creditor with respect to the mortgagor or its
security interest in the mortgaged property.
ENVIRONMENTAL CONSIDERATIONS
GENERAL. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties that
are or have been used for industrial, manufacturing, military or disposal
activity. Such environmental risks include the possible diminution of the value
of a contaminated property or, as discussed below, potential liability for
clean-up costs or other remedial actions that could exceed the value of the
property or the amount of the lender's loan. In certain circumstances, a lender
may decide to abandon a contaminated mortgaged property as collateral for its
loan rather than foreclose and risk liability for clean-up costs.
SUPERLIEN LAWS. Under the laws of many states, contamination on a property
may give rise to a lien on the property for clean-up costs. In several states,
such a lien has priority over all existing liens, including those of existing
mortgages. In these states, the lien of a mortgage may lose its priority to such
a "superlien."
CERCLA. The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), imposes strict liability on
present and past "owners" and "operators" of contaminated real property for the
costs of clean-up. A secured lender may be liable as an "owner" or "operator" of
a contaminated mortgaged property if agents or employees of the lender have
participated in the management or operation of such mortgaged property. Such
liability may exist even if the lender did not cause or contribute to the
contamination and regardless of whether the lender has actually taken possession
of a mortgaged property through foreclosure,
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deed in lieu of foreclosure or otherwise. Moreover, such liability is not
limited to the original or unamortized principal balance of a loan or to the
value of the property securing a loan. Excluded from CERCLA's definition of
"owner" or "operator, " however, is a person "who, without participating in the
management of the facility, holds indicia of ownership primarily to protect his
security interest." This is the so called "secured creditor exemption."
The Asset Conservation, Lender Liability and Deposit Insurance Protection
Act of 1996 (the "Act") amended, among other things, the provisions of CERCLA
with respect to lender liability and the secured creditor exemption. The Act
offers protection to lenders by defining the activities in which a lender can
engage and still have the benefit of the secured creditor exemption. In order
for a lender to be deemed to have participated in the management of a mortgaged
property, the lender must actually participate in the operational affairs of the
property of the borrower. The Act provides that "merely having the capacity to
influence, or unexercised right to control" operations does not constitute
participation in management. A lender will lose the protection of the secured
creditor exemption if it exercises decision-making control over the borrower's
environmental compliance and hazardous substance handling or disposal practices,
or assumes day-to-day management of environmental or substantially all other
operational functions of the mortgaged property. The Act also provides that a
lender will continue to have the benefit of the secured creditor exemption even
if it forecloses on a mortgaged property, purchases it at a foreclosure sale or
accepts a deed-in-lieu of foreclosure provided that the lender seeks to sell the
mortgaged property at the earliest practicable commercially reasonable time on
commercially reasonable terms.
CERTAIN OTHER FEDERAL AND STATE LAWS. Many states have statutes similar to
CERCLA, and not all those statutes provide for a secured creditor exemption. In
addition, under federal law, there is potential liability relating to hazardous
wastes and underground storage tanks under the federal Resource Conservation and
Recovery Act.
Some federal, state and local laws, regulations and ordinances govern the
management, removal, encapsulation or disturbance of asbestos-containing
materials. These laws, as well as common law standards, may impose liability for
releases of or exposure to asbestos-containing materials, and provide for third
parties to seek recovery from owners or operators of real properties for
personal injuries associated with those releases.
Federal legislation requires owners of residential housing constructed
prior to 1978 to disclose to potential residents or purchasers any known
lead-based paint hazards and will impose treble damages for any failure to
disclose. In addition, the ingestion of lead-based paint chips or dust particles
by children can result in lead poisoning. If lead-based paint hazards exist at a
property, then the owner of that property may be held liable for injuries and
for the costs of removal or encapsulation of the lead-based paint.
In a few states, transfers of some types of properties are conditioned upon
cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of foreclosure
or otherwise, may be required to clean up the contamination before selling or
otherwise transferring the property.
Beyond statute-based environmental liability, there exist common law causes
of action (for example, actions based on nuisance or on toxic tort resulting in
death, personal injury or damage to property) related to hazardous environmental
conditions on a property. While it may be more difficult to hold a lender liable
under common law causes of action, unanticipated or uninsured liabilities of the
borrower may jeopardize the borrower's ability to meet its loan obligations or
may decrease the re-sale value of the collateral.
Federal, state and local environmental laws and regulatory requirements
change often. It is possible that compliance with a new requirement could impose
significant compliance costs on a borrower. Such costs may jeopardize the
borrower's ability to meet its loan obligations or decrease the re-sale value of
the collateral.
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ADDITIONAL CONSIDERATIONS. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard, but that individual or entity may be without
substantial assets. Accordingly, it is possible that such costs could become a
liability of the trust fund and occasion a loss to the certificateholders.
To reduce the likelihood of such a loss, unless otherwise specified in the
related prospectus supplement, the Pooling Agreement will provide that neither
the master servicer nor the special servicer, acting on behalf of the trustee,
may acquire title to a mortgaged property or take over its operation unless the
special servicer, based solely (as to environmental matters) on a report
prepared by a person who regularly conducts environmental audits, has made the
determination that it is appropriate to do so, as described under "Description
of the Pooling Agreements -- Realization Upon Defaulted Mortgage Loans."
If a lender forecloses on a mortgage secured by a property, the operations
on which are subject to environmental laws and regulations, the lender will be
required to operate the property in accordance with those laws and regulations.
Such compliance may entail substantial expense, especially in the case of
industrial or manufacturing properties.
In addition, a lender may be obligated to disclose environmental conditions
on a property to government entities and/or to prospective buyers (including
prospective buyers at a foreclosure sale or following foreclosure). Such
disclosure may decrease the amount that prospective buyers are willing to pay
for the affected property, sometimes substantially, and thereby decrease the
ability of the lender to recoup its investment in a loan upon foreclosure.
ENVIRONMENTAL SITE ASSESSMENTS. In most cases, an environmental site
assessment of each mortgaged property will have been performed in connection
with the origination of the related mortgage loan or at some time prior to the
issuance of the related certificates. Environmental site assessments, however,
vary considerably in their content, quality and cost. Even when adhering to good
professional practices, environmental consultants will sometimes not detect
significant environmental problems because to do an exhaustive environmental
assessment would be far too costly and time-consuming to be practical.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Certain of the mortgage loans may contain "due-on-sale" and
"due-on-encumbrance" clauses that purport to permit the lender to accelerate the
maturity of the loan if the borrower transfers or encumbers the related
Mortgaged Property. In recent years, court decisions and legislative actions
placed substantial restrictions on the right of lenders to enforce such clauses
in many states. However, the Garn-St Germain Depository Institutions Act of 1982
(the "Garn Act") generally preempts state laws that prohibit the enforcement of
due-on-sale clauses and permits lenders to enforce these clauses in accordance
with their terms, subject to certain limitations as set forth in the Garn Act
and the regulations promulgated thereunder. Accordingly, a master servicer may
nevertheless have the right to accelerate the maturity of a mortgage loan that
contains a "due-on-sale" provision upon transfer of an interest in the property,
without regard to the master servicer's ability to demonstrate that a sale
threatens its legitimate security interest.
JUNIOR LIENS; RIGHTS OF HOLDERS OF SENIOR LIENS
If so provided in the related prospectus supplement, mortgage assets for a
series of certificates may include mortgage loans secured by junior liens, and
the loans secured by the related senior liens may not be included in the
mortgage pool. See "Description of the Trust Funds -- Mortgage Loans --
General."
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SUBORDINATE FINANCING
The terms of certain of the mortgage loans may not restrict the ability of
the borrower to use the mortgaged property as security for one or more
additional loans, or such restrictions may be unenforceable. Where a borrower
encumbers a mortgaged property with one or more junior liens, the senior lender
is subjected to additional risk. First, the borrower may have difficulty
servicing and repaying multiple loans. Moreover, if the subordinate financing
permits recourse to the borrower (as is frequently the case) and the senior loan
does not, a borrower may have more incentive to repay sums due on the
subordinate loan. Second, acts of the senior lender that prejudice the junior
lender or impair the junior lender's security may create a superior equity in
favor of the junior lender. For example, if the borrower and the senior lender
agree to an increase in the principal amount of or the interest rate payable on
the senior loan, the senior lender may lose its priority to the extent any
existing junior lender is harmed or the borrower is additionally burdened.
Third, if the borrower defaults on the senior loan and/or any junior loan or
loans, the existence of junior loans and actions taken by junior lenders can
impair the security available to the senior lender and can interfere with or
delay the taking of action by the senior lender. Moreover, the bankruptcy of a
junior lender may operate to stay foreclosure or similar proceedings by the
senior lender.
DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS
Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made, and in
some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments upon the borrower's payment of prepayment fees or yield
maintenance penalties. In certain states, there are or may be specific
limitations upon the late charges which a lender may collect from a borrower for
delinquent payments. Certain states also limit the amounts that a lender may
collect from a borrower as an additional charge if the loan is prepaid. In
addition, the enforceability of provisions that provide for prepayment fees or
penalties upon an involuntary prepayment is unclear under the laws of many
states.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 ("Title V") provides that state usury limitations shall not apply to
certain types of residential (including multifamily) first mortgage loans
originated by certain lenders after March 31, 1980. Title V authorized any state
to reimpose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision that expressly rejects application of the federal law.
In addition, even where Title V is not so rejected, any state is authorized by
the law to adopt a provision limiting discount points or other charges on
mortgage loans covered by Title V. Certain states have taken action to reimpose
interest rate limits and/or to limit discount points or other charges.
No mortgage loan originated in any state in which application of Title V
has been expressly rejected or a provision limiting discount points or other
charges has been adopted, will (if originated after that rejection or adoption)
be eligible for inclusion in a trust fund unless (i) such mortgage loan provides
for such interest rate, discount points and charges as are permitted in such
state or (ii) such mortgage loan provides that the terms thereof are to be
construed in accordance with the laws of another state under which such interest
rate, discount points and charges would not be usurious and the borrower's
counsel has rendered an opinion that such choice of law provision would be given
effect.
Statutes differ in their provisions as to the consequences of a usurious
loan. One group of statutes requires the lender to forfeit the interest due
above the applicable limit or impose a specified penalty. Under this statutory
scheme, the borrower may cancel the recorded mortgage or deed of trust upon
paying its debt with lawful interest, and the lender may foreclose, but only for
the debt plus lawful interest. A second group of statutes is more severe. A
violation of this type of usury law results in the invalidation of the
transaction, thereby permitting the borrower to cancel
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the recorded mortgage or deed of trust without any payment or prohibiting the
lender from foreclosing.
CERTAIN LAWS AND REGULATIONS
The mortgaged properties will be subject to compliance with various
federal, state and local statutes and regulations. Failure to comply (together
with an inability to remedy any such failure) could result in material
diminution in the value of a mortgaged property which could, together with the
possibility of limited alternative uses for a particular mortgaged property
(i.e., a nursing or convalescent home or hospital), result in a failure to
realize the full principal amount of the related mortgage loan.
The lender may be subject to additional risk depending upon the type and
use of the mortgaged property in question. See "Risk Factors -- Commercial and
Multifamily Mortgage Loans are Subject to Certain Risks Which Could Adversely
Affect the Performance of Your Offered Certificates."
AMERICANS WITH DISABILITIES ACT
Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder (collectively, the "ADA"), in order to protect
individuals with disabilities, public accommodations (such as hotels,
restaurants, shopping centers, hospitals, schools and social service center
establishments) must remove architectural and communication barriers which are
structural in nature from existing places of public accommodation to the extent
"readily achievable." In addition, under the ADA, alterations to a place of
public accommodation or a commercial facility are to be made so that, to the
maximum extent feasible, such altered portions are readily accessible to and
usable by disabled individuals. The "readily achievable" standard takes into
account, among other factors, the financial resources of the affected site,
owner, landlord or other applicable person. In addition to imposing a possible
financial burden on the borrower in its capacity as owner or landlord, the ADA
may also impose such requirements on a foreclosing lender who succeeds to the
interest of the borrower as owner or landlord. Furthermore, since the "readily
achievable" standard may vary depending on the financial condition of the owner
or landlord, a foreclosing lender who is financially more capable than the
borrower of complying with the requirements of the ADA may be subject to more
stringent requirements than those to which the borrower is subject.
SERVICEMEMBERS CIVIL RELIEF ACT
Under the terms of the Servicemembers Civil Relief Act (formerly the
Soldiers' and Sailors' Civil Relief Act of 1940), as amended (the "Relief Act"),
a borrower who enters military service after the origination of such borrower's
mortgage loan (including a borrower who was in reserve status and is called to
active duty after origination of the mortgage loan), upon notification by such
borrower, will not be charged interest, including fees and charges, in excess of
6% per annum during the period of such borrower's active duty status. In
addition to adjusting the interest, the lender must forgive any such interest in
excess of 6% unless a court or administrative agency orders otherwise upon
application of the lender. The Relief Act applies to individuals who are members
of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and
officers of the U.S. Public Health Service or the National Oceanic and
Atmospheric Administration assigned to duty with the military. Because the
Relief Act applies to individuals who enter military service (including
reservists who are called to active duty) after origination of the related
mortgage loan, no information can be provided as to the number of loans with
individuals as borrowers that may be affected by the Relief Act. Application of
the Relief Act would adversely affect, for an indeterminate period of time, the
ability of a master servicer or special servicer to collect full amounts of
interest on certain of the mortgage loans. Any shortfalls in interest
collections resulting from the application of the Relief Act would result in a
reduction of the amounts distributable to the holders of the related series of
certificates, and would not be covered by advances or, unless otherwise
specified in the related prospectus supplement, any form of Credit Support
provided in connection with such certificates.
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In addition, the Relief Act imposes limitations that would impair the ability of
the master servicer or special servicer to foreclose on an affected mortgage
loan during the borrower's period of active duty status, and, under certain
circumstances, during an additional three month period thereafter.
FORFEITURES IN DRUG AND RICO PROCEEDINGS
Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses, can be seized and ordered forfeited to the United States of
America. The offenses which can trigger such a seizure and forfeiture include,
among others, violations of the Racketeer Influenced and Corrupt Organizations
Act, the Bank Secrecy Act, the anti-money laundering laws and regulations,
including the USA Patriot Act of 2001 and the regulations issued pursuant to
that Act, as well as the narcotic drug laws. In many instances, the United
States may seize the property even before a conviction occurs.
In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (1) its mortgage was executed and
recorded before the commission of the illegal conduct from which the assets used
to purchase or improve the property were derived or before the commission of any
other crime upon which the forfeiture is based, or (2) the lender, at the time
of the execution of the mortgage, "did not know or was reasonably without cause
to believe that the property was subject to forfeiture." However, there is no
assurance that such a defense will be successful.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of
certificates. The discussion below does not purport to address all federal
income tax consequences that may be applicable to particular categories of
investors, some of which may be subject to special rules. The authorities on
which this discussion is based are subject to change or differing
interpretations, and any such change or interpretation could apply
retroactively. This discussion reflects the applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), as well as regulations
(the "REMIC Regulations") promulgated by the U.S. Department of Treasury (the
"Treasury"). Investors should consult their own tax advisors in determining the
federal, state, local and other tax consequences to them of the purchase,
ownership and disposition of certificates.
For purposes of this discussion:
o references to the mortgage loans include references to the mortgage
loans underlying any MBS included in the mortgage assets; and
o where the applicable prospectus supplement provides for a fixed
retained yield with respect to the mortgage loans underlying a series
of certificates, references to the mortgage loans will be deemed to
refer to that portion of the mortgage loans held by the trust fund
which does not include the portion, if any, of the payments on the
mortgage loan that is retained by the related mortgage asset seller.
References to a "holder" or "certificateholder" in this discussion
generally mean the beneficial owner of a certificate.
FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES
GENERAL
With respect to a particular series of certificates, one or more elections
may be made to treat the trust fund or one or more segregated pools of assets
therein as one or more real estate mortgage investment conduits (each, a
"REMIC") within the meaning of Code Section 860D. A trust fund or a portion
thereof as to which a REMIC election will be made will be referred to as a
"REMIC Pool." For purposes of this discussion, certificates of a series as to
which one or more REMIC elections are made are referred to as "REMIC
Certificates" and will consist of one or more classes of "Regular Certificates"
and one class of "Residual Certificates" in the case of each REMIC Pool.
Qualification as a REMIC requires ongoing compliance with certain conditions.
With respect to each series of REMIC Certificates, Cadwalader, Wickersham & Taft
LLP or Latham & Watkins LLP, counsel to the depositor, has advised the depositor
that in the firm's opinion, assuming:
o the making of proper elections;
o compliance with the Pooling Agreement and other related documents and
no amendments thereof;
o the accuracy of all representations made with respect to the mortgage
loans; and
o compliance with any changes in the law, including any amendments to the
Code or applicable Treasury regulations thereunder, each REMIC Pool
will qualify as a REMIC.
In such case, the Regular Certificates will be considered to be "regular
interests" in the REMIC Pool and generally will be treated for federal income
tax purposes as if they were newly originated debt instruments, and the Residual
Certificates will be considered to be "residual interests" in the REMIC Pool.
The prospectus supplement for each series of certificates will indicate whether
one or more REMIC elections with respect to the related trust fund will be made,
in which event references to "REMIC" or "REMIC Pool" herein shall be deemed to
refer to each such REMIC Pool. If so specified in the applicable prospectus
supplement, the portion of a trust fund as to which a REMIC
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election is not made may be treated as a grantor trust for federal income tax
purposes. See "-- Federal Income Tax Consequences for Certificates as to Which
No REMIC Election Is Made."
STATUS OF REMIC CERTIFICATES
REMIC Certificates held by a domestic building and loan association will be
treated as an asset described in Code Section 7701(a)(19)(C)(xi), but only in
the same proportion that the assets of the REMIC Pool would be treated as "loans
.. . . secured by an interest in real property which is . . . residential real
property" (such as single family or multifamily properties, but not commercial
properties) within the meaning of Code Section 7701(a)(19)(C)(v) or as other
assets described in Code Section 7701(a)(19)(C), and otherwise will not qualify
for such treatment. REMIC Certificates held by a real estate investment trust
will constitute "real estate assets" within the meaning of Code Section
856(c)(5)(B), and interest on the Regular Certificates and income with respect
to Residual Certificates will be considered "interest on obligations secured by
mortgages on real property or on interests in real property" within the meaning
of Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the
assets of the REMIC Pool would be so treated. If at all times 95% or more of the
assets of the REMIC Pool qualify for each of the foregoing respective
treatments, the REMIC Certificates will qualify for the corresponding status in
their entirety. For purposes of Code Section 856(c)(5)(B), payments of principal
and interest on the mortgage loans that are reinvested pending distribution to
holders of REMIC Certificates qualify for such treatment. Where two or more
REMIC Pools are a part of a tiered structure they will be treated as one REMIC
for purposes of the tests described above respecting asset ownership of more or
less than 95%. Mortgage loans that have been defeased with U.S. Treasury
obligations or other government securities will not qualify for the foregoing
treatments. Except as provided in the related prospectus supplement, Regular
Certificates will be "qualified mortgages" for another REMIC for purposes of
Code Section 860G(a)(3).
QUALIFICATION AS A REMIC
In order for the REMIC Pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC Pool with the requirements set forth in the
Code. The REMIC Pool must fulfill an asset test, which requires that no more
than a de minimis portion of the assets of the REMIC Pool, as of the close of
the third calendar month beginning after the "Startup Day" (which for purposes
of this discussion is the date of issuance of the REMIC Certificates) and at all
times thereafter, may consist of assets other than "qualified mortgages" and
"permitted investments." The REMIC Regulations provide a safe harbor pursuant to
which the de minimis requirement is met if at all times the aggregate adjusted
basis of the nonqualified assets is less than 1% of the aggregate adjusted basis
of all the REMIC Pool's assets. An entity that fails to meet the safe harbor may
nevertheless demonstrate that it holds no more than a de minimis amount of
nonqualified assets. A REMIC also must provide "reasonable arrangements" to
prevent its residual interest from being held by "disqualified organizations"
and must furnish applicable tax information to transferors or agents that
violate this requirement. The Pooling Agreement for each Series will contain a
provision designed to meet this requirement. See "Taxation of Residual
Certificates -- Tax-Related Restrictions on Transfer of Residual Certificates --
Disqualified Organizations."
A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC Pool on
the Startup Day or is either purchased by the REMIC Pool within a three-month
period thereafter or represents an increase in the loan advanced to the obligor
under its original terms, in either case pursuant to a fixed price contract in
effect on the Startup Day. Qualified mortgages include whole mortgage loans,
such as the mortgage loans, certificates of beneficial interest in a grantor
trust that holds mortgage loans, including certain of the MBS, regular interests
in another REMIC, such as MBS in a trust as to which a REMIC election has been
made, loans secured by timeshare interests and loans secured by shares held by a
tenant stockholder in a cooperative housing corporation, provided, in general:
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o the fair market value of the real property security (including
buildings and structural components thereof) is at least 80% of the
principal balance of the related mortgage loan
or mortgage loan underlying the MBS either at origination or as of the Startup
Day (an original loan-to-value ratio of not more than 125% with respect to the
real property security); or
o substantially all the proceeds of the mortgage loan or the underlying
mortgage loan were used to acquire, improve or protect an interest in
real property that, at the origination date, was the only security for
the mortgage loan or underlying mortgage loan.
If the mortgage loan has been substantially modified other than in
connection with a default or reasonably foreseeable default, it must meet the
loan-to-value test in the first bullet point of the preceding sentence as of the
date of the last such modification or at closing. A qualified mortgage includes
a qualified replacement mortgage, which is any property that would have been
treated as a qualified mortgage if it were transferred to the REMIC Pool on the
Startup Day and that is received either:
o in exchange for any qualified mortgage within a three-month period
thereafter; or
o in exchange for a "defective obligation" within a two-year period
thereafter. A "defective obligation" includes:
o a mortgage in default or as to which default is reasonably foreseeable;
o a mortgage as to which a customary representation or warranty made at
the time of transfer to the REMIC Pool has been breached;
o a mortgage that was fraudulently procured by the mortgagor; and
o a mortgage that was not in fact principally secured by real property
(but only if such mortgage is disposed of within 90 days of discovery).
A mortgage loan that is "defective" as described in the fourth bullet point
above that is not sold or, if within two years of the Startup Day, exchanged,
within 90 days of discovery, ceases to be a qualified mortgage after such 90-day
period.
Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,
earning a return in the nature of interest, of amounts received on or with
respect to qualified mortgages for a temporary period, not exceeding 13 months,
until the next scheduled distribution to holders of interests in the REMIC Pool.
A qualified reserve asset is any intangible property held for investment that is
part of any reasonably required reserve maintained by the REMIC Pool to provide
for payments of expenses of the REMIC Pool or amounts due on the regular or
residual interests in the event of defaults (including delinquencies) on the
qualified mortgages, lower than expected reinvestment returns, prepayment
interest shortfalls and certain other contingencies. In addition, a reserve fund
(limited to not more than 50% of the REMIC Pool's initial assets) may be used to
provide a source of funds for the purchase of increases in the balances of
qualified mortgages pursuant to their terms. The reserve fund will be
disqualified if more than 30% of the gross income from the assets in such fund
for the year is derived from the sale or other disposition of property held for
less than three months, unless required to prevent a default on the regular
interests caused by a default on one or more qualified mortgages. A reserve fund
must be reduced "promptly and appropriately" to the extent no longer required.
Foreclosure property is real property acquired by the REMIC Pool in connection
with the default or imminent default of a qualified mortgage and generally not
held beyond the close of the third calendar year following the acquisition of
the property by the REMIC Pool, with an extension that may be granted by the
Internal Revenue Service (the "Service").
In addition to the foregoing requirements, the various interests in a REMIC
Pool also must meet certain requirements. All of the interests in a REMIC Pool
must be either of the following:
o one or more classes of regular interests; or
o a single class of residual interests on which distributions, if any,
are made pro rata.
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A regular interest is an interest in a REMIC Pool that is issued on the
Startup Day with fixed terms, is designated as a regular interest, and
unconditionally entitles the holder to receive a specified principal amount (or
other similar amount), and provides that interest payments (or other similar
amounts), if any, at or before maturity either are payable based on a fixed rate
or a qualified variable rate, or consist of a specified, nonvarying portion of
the interest payments on qualified mortgages. Such a specified portion may
consist of a fixed number of basis points, a fixed percentage of the total
interest, or a fixed or qualified variable or inverse variable rate on some or
all of the qualified mortgages minus a different fixed or qualified variable
rate. The specified principal amount of a regular interest that provides for
interest payments consisting of a specified, nonvarying portion of interest
payments on qualified mortgages may be zero. A residual interest is an interest
in a REMIC Pool other than a regular interest that is issued on the Startup Day
and that is designated as a residual interest. An interest in a REMIC Pool may
be treated as a regular interest even if payments of principal with respect to
such interest are subordinated to payments on other regular interests or the
residual interest in the REMIC Pool, and are dependent on the absence of
defaults or delinquencies on qualified mortgages or permitted investments, lower
than reasonably expected returns on permitted investments, unanticipated
expenses incurred by the REMIC Pool or prepayment interest shortfalls.
Accordingly, the Regular Certificates of a series will constitute one or more
classes of regular interests, and the Residual Certificates with respect to that
series will constitute a single class of residual interests on which
distributions are made pro rata.
If an entity, such as the REMIC Pool, fails to comply with one or more of
the ongoing requirements of the Code for REMIC status during any taxable year,
the Code provides that the entity will not be treated as a REMIC for such year
and thereafter. In this event, an entity with multiple classes of ownership
interests may be treated as a separate association taxable as a corporation
under Treasury regulations, and the Regular Certificates may be treated as
equity interests therein. The Code, however, authorizes the Treasury Department
to issue regulations that address situations where failure to meet one or more
of the requirements for REMIC status occurs inadvertently and in good faith, and
disqualification of the REMIC Pool would occur absent regulatory relief.
Investors should be aware, however, that the Conference Committee Report to the
Tax Reform Act of 1986 (the "1986 Act") indicates that the relief may be
accompanied by sanctions, such as the imposition of a corporate tax on all or a
portion of the REMIC Pool's income for the period of time in which the
requirements for REMIC status are not satisfied.
TAXATION OF REGULAR CERTIFICATES
GENERAL
In general, interest, original issue discount and market discount on a
Regular Certificate will be treated as ordinary income to a holder of the
Regular Certificate (the "Regular Certificateholder") as they accrue, and
principal payments on a Regular Certificate will be treated as a return of
capital to the extent of the Regular Certificateholder's basis in the Regular
Certificate allocable thereto. Regular Certificateholders must use the accrual
method of accounting with regard to Regular Certificates, regardless of the
method of accounting otherwise used by such Regular Certificateholders.
ORIGINAL ISSUE DISCOUNT
Accrual Certificates, interest only certificates and principal-only
certificates will be, and other Classes of Regular Certificates may be, issued
with "original issue discount" within the meaning of Code Section 1273(a).
Holders of any class of Regular Certificates having original issue discount
generally must include original issue discount in ordinary income for federal
income tax purposes as it accrues, in accordance with the constant yield method
that takes into account the compounding of interest, in advance of receipt of
the cash attributable to such income. The following discussion is based in part
on Treasury regulations (the "OID Regulations") under Code Sections 1271 through
1273 and 1275 and in part on the provisions of the 1986 Act. Regular
Certificateholders should be aware, however, that the OID Regulations do not
adequately address certain issues relevant to
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prepayable securities, such as the Regular Certificates. To the extent such
issues are not addressed in such regulations, the depositor intends to apply the
methodology described in the Conference Committee Report to the 1986 Act. No
assurance can be provided that the IRS will not take a different position as to
those matters not currently addressed by the OID Regulations. Moreover, the OID
Regulations include an anti-abuse rule allowing the IRS to apply or depart from
the OID Regulations where necessary or appropriate to ensure a reasonable tax
result in light of the applicable statutory provisions. A tax result will not be
considered unreasonable under the anti-abuse rule in the absence of a
substantial effect on the present value of a taxpayer's tax liability. Investors
are advised to consult their own tax advisors as to the discussion herein and
the appropriate method for reporting interest and original issue discount with
respect to the Regular Certificates.
Each Regular Certificate will be treated as a single installment obligation
for purposes of determining the original issue discount includible in a Regular
Certificateholder's income. The total amount of original issue discount on a
Regular Certificate is the excess of the "stated redemption price at maturity"
of the Regular Certificate over its "issue price." The issue price of a class of
Regular Certificates offered pursuant to this Prospectus generally is the first
price at which a substantial amount of Regular Certificates of that class is
sold to the public (excluding bond houses, brokers and underwriters). Although
unclear under the OID Regulations, the depositor intends to treat the issue
price of a class as to which there is no substantial sale as of the issue date
or that is retained by the depositor as the fair market value of that class as
of the issue date. The issue price of a Regular Certificate also includes the
amount paid by an initial Regular Certificateholder for accrued interest that
relates to a period prior to the issue date of the Regular Certificate, unless
the Regular Certificateholder elects on its federal income tax return to exclude
such amount from the issue price and to recover it on the first distribution
date. The stated redemption price at maturity of a Regular Certificate always
includes the original principal amount of the Regular Certificate, but generally
will not include distributions of stated interest if such interest distributions
constitute "qualified stated interest." Under the OID Regulations, qualified
stated interest generally means interest payable at a single fixed rate or a
qualified variable rate (as described below), provided that such interest
payments are unconditionally payable at intervals of one year or less during the
entire term of the Regular Certificate. Because there is no penalty or default
remedy in the case of nonpayment of interest with respect to a Regular
Certificate, it is possible that no interest on any class of Regular
Certificates will be treated as qualified stated interest. However, except as
provided in the following three sentences or in the applicable prospectus
supplement, because the underlying mortgage loans provide for remedies in the
event of default, the depositor intends to treat interest with respect to the
Regular Certificates as qualified stated interest. Distributions of interest on
an Accrual Certificate, or on other Regular Certificates with respect to which
deferred interest will accrue, will not constitute qualified stated interest, in
which case the stated redemption price at maturity of such Regular Certificates
includes all distributions of interest as well as principal thereon. Likewise,
the depositor intends to treat an "interest only" class, or a class on which
interest is substantially disproportionate to its principal amount (a so-called
"super-premium" class) as having no qualified stated interest. Where the
interval between the issue date and the first distribution date on a Regular
Certificate is shorter than the interval between subsequent distribution dates,
the interest attributable to the additional days will be included in the stated
redemption price at maturity.
Under a DE MINIMIS rule, original issue discount on a Regular Certificate
will be considered to be zero if such original issue discount is less than 0.25%
of the stated redemption price at maturity of the Regular Certificate multiplied
by the weighted average maturity of the Regular Certificate. For this purpose,
the weighted average maturity of the Regular Certificate is computed as the sum
of the amounts determined by multiplying the number of full years (i.e.,
rounding down partial years) from the issue date until each distribution is
scheduled to be made by a fraction, the numerator of which is the amount of each
distribution included in the stated redemption price at maturity of the Regular
Certificate and the denominator of which is the stated redemption price at
maturity of the Regular Certificate. Although currently unclear, it appears that
the schedule of such distributions should be determined in accordance with the
assumed rate of prepayment of the mortgage loans (the "Prepayment Assumption")
relating to the Regular Certificates. The Prepayment Assumption
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with respect to a series of Regular Certificates will be set forth in the
related prospectus supplement. Holders generally must report de minimis original
issue discount pro rata as principal payments are received, and such income will
be capital gain if the Regular Certificate is held as a capital asset. However,
under the OID Regulations, Regular Certificateholders may elect to accrue all DE
MINIMIS original issue discount as well as market discount and market premium
under the constant yield method. See "Election to Treat All Interest Under the
Constant Yield Method."
A Regular Certificateholder generally must include in gross income for any
taxable year the sum of the "daily portions," as defined below, of the original
issue discount on the Regular Certificate accrued during an accrual period for
each day on which it holds the Regular Certificate, including the date of
purchase but excluding the date of disposition. The depositor will treat the
monthly period ending on the day before each distribution date as the accrual
period. With respect to each Regular Certificate, a calculation will be made of
the original issue discount that accrues during each successive full accrual
period (or shorter period from the date of original issue) that ends on the day
before the related distribution date on the Regular Certificate. The Conference
Committee Report to the 1986 Act states that the rate of accrual of original
issue discount is intended to be based on the Prepayment Assumption. The
original issue discount accruing in a full accrual period would be the excess,
if any, of:
o the sum of (a) the present value of all of the remaining distributions
to be made on the Regular Certificate as of the end of that accrual
period that are included in the Regular Certificate's stated redemption
price at maturity and (b) the distributions made on the Regular
Certificate during the accrual period that are included in the Regular
Certificate's stated redemption price at maturity; over
o the adjusted issue price of the Regular Certificate at the beginning of
the accrual period.
The present value of the remaining distributions referred to in the
preceding sentence is calculated based on:
o the yield to maturity of the Regular Certificate at the issue date;
o events (including actual prepayments) that have occurred prior to the
end of the accrual period; and
o the Prepayment Assumption.
For these purposes, the adjusted issue price of a Regular Certificate at
the beginning of any accrual period equals the issue price of the Regular
Certificate, increased by the aggregate amount of original issue discount with
respect to the Regular Certificate that accrued in all prior accrual periods and
reduced by the amount of distributions included in the Regular Certificate's
stated redemption price at maturity that were made on the Regular Certificate in
such prior periods. The original issue discount accruing during any accrual
period (as determined in this paragraph) will then be divided by the number of
days in the period to determine the daily portion of original issue discount for
each day in the period. With respect to an initial accrual period shorter than a
full accrual period, the daily portions of original issue discount must be
determined according to an appropriate allocation under any reasonable method.
Under the method described above, the daily portions of original issue
discount required to be included in income by a Regular Certificateholder
generally will increase to take into account prepayments on the Regular
Certificates as a result of prepayments on the mortgage loans that exceed the
Prepayment Assumption, and generally will decrease (but not below zero for any
period) if the prepayments are slower than the Prepayment Assumption. An
increase in prepayments on the mortgage loans with respect to a series of
Regular Certificates can result in both a change in the priority of principal
payments with respect to certain classes of Regular Certificates and either an
increase or decrease in the daily portions of original issue discount with
respect to such Regular Certificates.
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The IRS proposed regulations on August 24, 2004 that create a special rule
for accruing original issue discount on Regular Certificates providing for a
delay between record and payment dates, such that the period over which original
issue discount accrues coincides with the period over which the right of Regular
Certificateholders to interest payment accrues under the governing contract
provisions rather than over the period between distribution dates. If the
proposed regulations are adopted in the same form as proposed, Regular
Certificateholders would be required to accrue interest from the issue date to
the first record date, but would not be required to accrue interest after the
last record date. The proposed regulations are limited to Regular Certificates
with delayed payment for periods of fewer than 32 days. The proposed regulations
are proposed to apply to any Regular Certificate issued after the date the final
regulations are published in the Federal Register.
ACQUISITION PREMIUM
A purchaser of a Regular Certificate at a price greater than its adjusted
issue price but less than its stated redemption price at maturity will be
required to include in gross income the daily portions of the original issue
discount on the Regular Certificate reduced pro rata by a fraction, the
numerator of which is the excess of its purchase price over such adjusted issue
price and the denominator of which is the excess of the remaining stated
redemption price at maturity over the adjusted issue price. Alternatively, such
a subsequent purchaser may elect to treat all such acquisition premium under the
constant yield method, as described below under the heading "Election to Treat
All Interest Under the Constant Yield Method."
VARIABLE RATE REGULAR CERTIFICATES
Regular Certificates may provide for interest based on a variable rate
permitted under the REMIC Regulations.
Unless otherwise indicated in the applicable prospectus supplement, the
depositor intends to treat Regular Certificates that provide for variable rates
in the same manner as obligations bearing a variable rate for original issue
discount reporting purposes. The amount of original issue discount with respect
to a Regular Certificate bearing a variable rate of interest will accrue in the
manner described above under "Original Issue Discount" with the yield to
maturity and future payments on such Regular Certificate generally to be
determined by assuming that interest will be payable for the life of the Regular
Certificate based on the initial rate (or, if different, the value of the
applicable variable rate as of the pricing date) for the relevant class. Unless
otherwise specified in the applicable prospectus supplement, the depositor
intends to treat such variable interest as qualified stated interest, other than
variable interest on an interest-only or super-premium class, which will be
treated as non-qualified stated interest includible in the stated redemption
price at maturity. Ordinary income reportable for any period will be adjusted
based on subsequent changes in the applicable interest rate index.
Although unclear under the OID Regulations, unless required otherwise by
applicable final regulations, the depositor intends to treat Regular
Certificates bearing an interest rate that is a weighted average of the net
interest rates on mortgage loans or MBS having fixed or adjustable rates, as
having qualified stated interest, except to the extent that initial "teaser"
rates cause sufficiently "back-loaded" interest to create more than de minimis
original issue discount. The yield on such Regular Certificates for purposes of
accruing original issue discount will be a hypothetical fixed rate based on the
fixed rates, in the case of fixed rate mortgage loans, and initial "teaser
rates" followed by fully indexed rates, in the case of adjustable rate mortgage
loans. In the case of adjustable rate mortgage loans, the applicable index used
to compute interest on the mortgage loans in effect on the pricing date (or
possibly the issue date) will be deemed to be in effect beginning with the
period in which the first weighted average adjustment date occurring after the
issue date occurs. Adjustments will be made in each accrual period either
increasing or decreasing the amount of ordinary income reportable to reflect the
actual Pass-Through Rate on the Regular Certificates.
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DEFERRED INTEREST
Under the OID Regulations, all interest on a Regular Certificate as to
which there may be deferred interest is includible in the stated redemption
price at maturity thereof. Accordingly, any deferred interest that accrues with
respect to a class of Regular Certificates may constitute income to the holders
of such Regular Certificates prior to the time distributions of cash with
respect to such Deferred Interest are made.
MARKET DISCOUNT
A purchaser of a Regular Certificate also may be subject to the market
discount rules of Code Section 1276 through 1278. Under these Code sections and
the principles applied by the OID Regulations in the context of original issue
discount, "market discount" is the amount by which the purchaser's original
basis in the Regular Certificate:
o is exceeded by the then-current principal amount of the Regular
Certificate; or
o in the case of a Regular Certificate having original issue discount, is
exceeded by the adjusted issue price of such Regular Certificate at the
time of purchase.
Such purchaser generally will be required to recognize ordinary income to
the extent of accrued market discount on such Regular Certificate as
distributions includible in the stated redemption price at maturity thereof are
received, in an amount not exceeding any such distribution. Such market discount
would accrue in a manner to be provided in Treasury regulations and should take
into account the Prepayment Assumption. The Conference Committee Report to the
1986 Act provides that until such regulations are issued, such market discount
would accrue either:
o on the basis of a constant interest rate; or
o in the ratio of stated interest allocable to the relevant period to the
sum of the interest for such period plus the remaining interest as of
the end of such period, or in the case of a Regular Certificate issued
with original issue discount, in the ratio of original issue discount
accrued for the relevant period to the sum of the original issue
discount accrued for such period plus the remaining original issue
discount as of the end of such period.
Such purchaser also generally will be required to treat a portion of any
gain on a sale or exchange of the Regular Certificate as ordinary income to the
extent of the market discount accrued to the date of disposition under one of
the foregoing methods, less any accrued market discount previously reported as
ordinary income as partial distributions in reduction of the stated redemption
price at maturity were received. Such purchaser will be required to defer
deduction of a portion of the excess of the interest paid or accrued on
indebtedness incurred to purchase or carry a Regular Certificate over the
interest distributable thereon. The deferred portion of such interest expense in
any taxable year generally will not exceed the accrued market discount on the
Regular Certificate for such year. Any such deferred interest expense is, in
general, allowed as a deduction not later than the year in which the related
market discount income is recognized or the Regular Certificate is disposed of.
As an alternative to the inclusion of market discount in income on the foregoing
basis, the Regular Certificateholder may elect to include market discount in
income currently as it accrues on all market discount instruments acquired by
such Regular Certificateholder in that taxable year or thereafter, in which case
the interest deferral rule will not apply. See "Election to Treat All Interest
Under the Constant Yield Method" below regarding an alternative manner in which
such election may be deemed to be made.
Market discount with respect to a Regular Certificate will be considered to
be zero if such market discount is less than 0.25% of the remaining stated
redemption price at maturity of such Regular Certificate multiplied by the
weighted average maturity of the Regular Certificate (determined as described
above in the third paragraph under "Original Issue Discount") remaining after
the date of purchase. It appears that de minimis market discount would be
reported in a manner similar to de minimis original issue discount. See
"Original Issue Discount" above. Treasury regulations implementing the market
discount rules have not yet been issued, and therefore investors should
84
consult their own tax advisors regarding the application of these rules.
Investors should also consult Revenue Procedure 92-67 concerning the elections
to include market discount in income currently and to accrue market discount on
the basis of the constant yield method.
PREMIUM
A Regular Certificate purchased at a cost greater than its remaining stated
redemption price at maturity generally is considered to be purchased at a
premium. If the Regular Certificateholder holds such Regular Certificate as a
"capital asset" within the meaning of Code Section 1221, the Regular
Certificateholder may elect under Code Section 171 to amortize such premium
under the constant yield method. Treasury Regulations issued under Code Section
171 do not, by their terms, apply to Regular Certificates, which are prepayable
based on prepayments on the underlying mortgage loans. However, the Conference
Committee Report to the 1986 Act indicates a Congressional intent that the same
rules that will apply to the accrual of market discount on installment
obligations will also apply to amortizing bond premium under Code Section 171 on
installment obligations such as the Regular Certificates, although it is unclear
whether the alternatives to the constant yield method described above under
"Market Discount" are available. Amortizable bond premium will be treated as an
offset to interest income on a Regular Certificate rather than as a separate
deduction item. See "Election to Treat All Interest Under the Constant Yield
Method" below regarding an alternative manner in which the Code Section 171
election may be deemed to be made.
ELECTION TO TREAT ALL INTEREST UNDER THE CONSTANT YIELD METHOD
A holder of a debt instrument such as a Regular Certificate may elect to
treat all interest that accrues on the instrument using the constant yield
method, with none of the interest being treated as qualified stated interest.
For purposes of applying the constant yield method to a debt instrument subject
to such an election:
o "interest" includes stated interest, original issue discount, de
minimis original issue discount, market discount and de minimis market
discount, as adjusted by any amortizable bond premium or acquisition
premium; and
o the debt instrument is treated as if the instrument were issued on the
holder's acquisition date in the amount of the holder's adjusted basis
immediately after acquisition.
It is unclear whether, for this purpose, the initial Prepayment Assumption
would continue to apply or if a new prepayment assumption as of the date of the
holder's acquisition would apply. A holder generally may make such an election
on an instrument by instrument basis or for a class or group of debt
instruments. However, if the holder makes such an election with respect to a
debt instrument with amortizable bond premium or with market discount, the
holder is deemed to have made elections to amortize bond premium or to report
market discount income currently as it accrues under the constant yield method,
respectively, for all debt instruments acquired by the holder in the same
taxable year or thereafter. The election is made on the holder's federal income
tax return for the year in which the debt instrument is acquired and is
irrevocable except with the approval of the IRS. Investors should consult their
own tax advisors regarding the advisability of making such an election.
SALE OR EXCHANGE OF REGULAR CERTIFICATES
If a Regular Certificateholder sells or exchanges a Regular Certificate,
the Regular Certificateholder will recognize gain or loss equal to the
difference, if any, between the amount received and its adjusted basis in the
Regular Certificate. The adjusted basis of a Regular Certificate generally will
equal the cost of the Regular Certificate to the seller, increased by any
original issue discount or market discount previously included in the seller's
gross income with respect to the Regular Certificate and reduced by amounts
included in the stated redemption price at maturity of the Regular Certificate
that were previously received by the seller, by any amortized premium and by
previously recognized losses.
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Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a
Regular Certificate realized by an investor who holds the Regular Certificate as
a capital asset will be capital gain or loss and will be long-term or short-term
depending on whether the Regular Certificate has been held for the long-term
capital gain holding period (currently more than one year). Such gain will be
treated as ordinary income:
o if a Regular Certificate is held as part of a "conversion transaction"
as defined in Code Section 1258(c), up to the amount of interest that
would have accrued on the Regular Certificateholder's net investment in
the conversion transaction at 120% of the appropriate applicable
Federal rate under Code Section 1274(d) in effect at the time the
taxpayer entered into the transaction minus any amount previously
treated as ordinary income with respect to any prior distribution of
property that was held as a part of such transaction;
o in the case of a non-corporate taxpayer, to the extent such taxpayer
has made an election under Code Section 163(d)(4) to have net capital
gains taxed as investment income at ordinary rates; or
o to the extent that such gain does not exceed the excess, if any, of (a)
the amount that would have been includible in the gross income of the
holder if its yield on such Regular Certificate were 110% of the
applicable Federal rate as of the date of purchase, over (b) the amount
of income actually includible in the gross income of such holder with
respect to the Regular Certificate.
In addition, gain or loss recognized from the sale of a Regular Certificate
by certain banks or thrift institutions will be treated as ordinary income or
loss pursuant to Code Section 582(c). Capital gains of certain non-corporate
taxpayers generally are subject to a lower maximum tax rate than ordinary income
of such taxpayers for property held for more than one year. The maximum tax rate
for corporations is the same with respect to both ordinary income and capital
gains.
TREATMENT OF LOSSES
Holders of Regular Certificates will be required to report income with
respect to Regular Certificates on the accrual method of accounting, without
giving effect to delays or reductions in distributions attributable to defaults
or delinquencies on the mortgage loans allocable to a particular class of
Regular Certificates, except to the extent it can be established that such
losses are uncollectible. Accordingly, the holder of a Regular Certificate may
have income, or may incur a diminution in cash flow as a result of a default or
delinquency, but may not be able to take a deduction (subject to the discussion
below) for the corresponding loss until a subsequent taxable year. In this
regard, investors are cautioned that while they may generally cease to accrue
interest income if it reasonably appears that the interest will be
uncollectible, the IRS may take the position that original issue discount must
continue to be accrued in spite of its uncollectibility until the debt
instrument is disposed of in a taxable transaction or becomes worthless in
accordance with the rules of Code Section 166. To the extent the rules of Code
Section 166 regarding bad debts are applicable, it appears that holders of
Regular Certificates that are corporations or that otherwise hold the Regular
Certificates in connection with a trade or business should in general be allowed
to deduct as an ordinary loss any such loss sustained during the taxable year on
account of any such Regular Certificates becoming wholly or partially worthless,
and that, in general, holders of Regular Certificates that are not corporations
and do not hold the Regular Certificates in connection with a trade or business
will be allowed to deduct as a short-term capital loss any loss with respect to
principal sustained during the taxable year on account of a portion of any class
or subclass of such Regular Certificates becoming wholly worthless. Holders of
Regular Certificates are urged to consult their own tax advisors regarding the
appropriate timing, amount and character of any loss sustained with respect to
such Regular Certificates. While losses attributable to interest previously
reported as income should be deductible as ordinary losses by both corporate and
non-corporate holders, the IRS may take the position that losses attributable to
accrued original issue discount may only be deducted as short-term capital
losses by non-corporate holders not engaged in a trade or business. Special loss
rules are applicable to banks and thrift institutions, including rules
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regarding reserves for bad debts. Such taxpayers are advised to consult their
tax advisors regarding the treatment of losses on Regular Certificates.
TAXATION OF RESIDUAL CERTIFICATES
TAXATION OF REMIC INCOME
Generally, the "daily portions" of REMIC taxable income or net loss will be
includible as ordinary income or loss in determining the federal taxable income
of holders of Residual Certificates ("Residual Certificateholders"), and will
not be taxed separately to the REMIC Pool. The daily portions of REMIC taxable
income or net loss of a Residual Certificateholder are determined by allocating
the REMIC Pool's taxable income or net loss for each calendar quarter ratably to
each day in such quarter and by allocating such daily portion among the Residual
Certificateholders in proportion to their respective holdings of Residual
Certificates in the REMIC Pool on such day. REMIC taxable income is generally
determined in the same manner as the taxable income of an individual using the
accrual method of accounting, except that:
o the limitations on deductibility of investment interest expense and
expenses for the production of income do not apply;
o all bad loans will be deductible as business bad debts; and
o the limitation on the deductibility of interest and expenses related to
tax-exempt income will apply.
The REMIC Pool's gross income includes interest, original issue discount
income and market discount income, if any, on the mortgage loans, reduced by
amortization of any premium on the mortgage loans, plus income from amortization
of issue premium, if any, on the Regular Certificates, plus income on
reinvestment of cash flows and reserve assets, plus any cancellation of
indebtedness income upon allocation of realized losses to the Regular
Certificates. The REMIC Pool's deductions include interest and original issue
discount expense on the Regular Certificates, servicing fees on the mortgage
loans, other administrative expenses of the REMIC Pool and realized losses on
the mortgage loans. The requirement that Residual Certificateholders report
their pro rata share of taxable income or net loss of the REMIC Pool will
continue until there are no certificates of any class of the related series
outstanding.
The taxable income recognized by a Residual Certificateholder in any
taxable year will be affected by, among other factors, the relationship between
the timing of recognition of interest and original issue discount or market
discount income or amortization of premium with respect to the mortgage loans,
on the one hand, and the timing of deductions for interest (including original
issue discount) on the Regular Certificates or income from amortization of issue
premium on the Regular Certificates, on the other hand. In the event that an
interest in the mortgage loans is acquired by the REMIC Pool at a discount, and
one or more of such mortgage loans is prepaid, the Residual Certificateholder
may recognize taxable income without being entitled to receive a corresponding
amount of cash because:
o the prepayment may be used in whole or in part to make distributions in
reduction of principal on the Regular Certificates; and
o the discount on the mortgage loans which is includible in income may
exceed the deduction allowed upon such distributions on those Regular
Certificates on account of any unaccrued original issue discount
relating to those Regular Certificates.
When there is more than one class of Regular Certificates that distribute
principal sequentially, this mismatching of income and deductions is
particularly likely to occur in the early years following issuance of the
Regular Certificates when distributions in reduction of principal are being made
in respect of earlier classes of Regular Certificates to the extent that such
classes are not issued with substantial discount. If taxable income attributable
to such a mismatching is realized, in general,
87
losses would be allowed in later years as distributions on the later classes of
Regular Certificates are made. Taxable income may also be greater in earlier
years than in later years as a result of the fact that interest expense
deductions, expressed as a percentage of the outstanding principal amount of
such a series of Regular Certificates, may increase over time as distributions
in reduction of principal are made on the lower yielding classes of Regular
Certificates, whereas to the extent that the REMIC Pool includes fixed rate
mortgage loans, interest income with respect to any given mortgage loan will
remain constant over time as a percentage of the outstanding principal amount of
that loan. Consequently, Residual Certificateholders must have sufficient other
sources of cash to pay any federal, state or local income taxes due as a result
of such mismatching or unrelated deductions against which to offset such income,
subject to the discussion of "excess inclusions" below under "Limitations on
Offset or Exemption of REMIC Income" The timing of such mismatching of income
and deductions described in this paragraph, if present with respect to a series
of certificates, may have a significant adverse effect upon the Residual
Certificateholder's after-tax rate of return.
BASIS AND LOSSES
The amount of any net loss of the REMIC Pool that may be taken into account
by the Residual Certificateholder is limited to the adjusted basis of the
Residual Certificate as of the close of the quarter (or time of disposition of
the Residual Certificate if earlier), determined without taking into account the
net loss for the quarter. The initial adjusted basis of a purchaser of a
Residual Certificate is the amount paid for such Residual Certificate. Such
adjusted basis will be increased by the amount of taxable income of the REMIC
Pool reportable by the Residual Certificateholder and will be decreased (but not
below zero), first, by a cash distribution from the REMIC Pool and, second, by
the amount of loss of the REMIC Pool reportable by the Residual
Certificateholder. Any loss that is disallowed on account of this limitation may
be carried over indefinitely with respect to the Residual Certificateholder as
to whom such loss was disallowed and may be used by such Residual
Certificateholder only to offset any income generated by the same REMIC Pool.
A Residual Certificateholder will not be permitted to amortize directly the
cost of its Residual Certificate as an offset to its share of the taxable income
of the related REMIC Pool. However, that taxable income will not include cash
received by the REMIC Pool that represents a recovery of the REMIC Pool's basis
in its assets.
A Residual Certificate may have a negative value if the net present value
of anticipated tax liabilities exceeds the present value of anticipated cash
flows. The REMIC Regulations appear to treat the issue price of such a residual
interest as zero rather than such negative amount for purposes of determining
the REMIC Pool's basis in its assets. Regulations have been issued addressing
the federal income tax treatment of "inducement fees" received by transferees of
non-economic residual interests. These regulations require inducement fees to be
included in income over a period reasonably related to the period in which the
related residual interest is expected to generate taxable income or net loss to
its holder. Under two safe harbor methods, inducement fees may be included in
income:
o in the same amounts and over the same period that the taxpayer uses for
financial reporting purposes, provided that such period is not shorter
than the period the REMIC is expected to generate taxable income; or
o ratably over the remaining anticipated weighted average life of all the
regular and residual interests issued by the REMIC, determined based on
actual distributions projected as remaining to be made on such
interests under the Prepayment Assumption.
If the holder of a non-economic residual interest sells or otherwise
disposes of the non-economic residual interest, any unrecognized portion of the
inducement fee must be taken into account at the time of the sale or
disposition. Prospective purchasers of the Residual Certificates should consult
with their tax advisors regarding the effect of these regulations.
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Further, to the extent that the initial adjusted basis of a Residual
Certificateholder (other than an original holder) in the Residual Certificate is
greater that the corresponding portion of the REMIC Pool's basis in the mortgage
loans, the Residual Certificateholder will not recover a portion of such basis
until termination of the REMIC Pool unless future Treasury regulations provide
for periodic adjustments to the REMIC income otherwise reportable by such
holder. The REMIC Regulations currently in effect do not so provide. See
"Treatment of Certain Items of REMIC Income and Expense -- Market Discount"
below regarding the basis of mortgage loans to the REMIC Pool and "Sale or
Exchange of a Residual Certificate" below regarding possible treatment of a loss
upon termination of the REMIC Pool as a capital loss.
TREATMENT OF CERTAIN ITEMS OF REMIC INCOME AND EXPENSE
Although the depositor intends to compute REMIC income and expense in
accordance with the Code and applicable regulations, the authorities regarding
the determination of specific items of income and expense are subject to
differing interpretations. The depositor makes no representation as to the
specific method that it will use for reporting income with respect to the
mortgage loans and expenses with respect to the Regular Certificates, and
different methods could result in different timing of reporting of taxable
income or net loss to Residual Certificateholders or differences in capital gain
versus ordinary income.
ORIGINAL ISSUE DISCOUNT AND PREMIUM. Generally, the REMIC Pool's deductions
for original issue discount and income from amortization of issue premium will
be determined in the same manner as original issue discount income on Regular
Certificates as described above under "Taxation of Regular Certificates --
Original Issue Discount" and "-- Variable Rate Regular Certificates," without
regard to the de minimis rule described therein, and "-- Premium."
DEFERRED INTEREST. Any deferred interest that accrues with respect to any
adjustable rate mortgage loans held by the REMIC Pool will constitute income to
the REMIC Pool and will be treated in a manner similar to the deferred interest
that accrues with respect to Regular Certificates as described above under
"Taxation of Regular Certificates -- Deferred Interest."
MARKET DISCOUNT. The REMIC Pool will have market discount income in respect
of mortgage loans if, in general, the basis of the REMIC Pool allocable to such
mortgage loans is exceeded by their unpaid principal balances. The REMIC Pool's
basis in such mortgage loans is generally the fair market value of the mortgage
loans immediately after the transfer thereof to the REMIC Pool. The REMIC
Regulations provide that such basis is equal in the aggregate to the issue
prices of all regular and residual interests in the REMIC Pool (or the fair
market value thereof at the Startup Day, in the case of a retained class).
Market discount income generally should accrue in the manner described above
under "Taxation of Regular Certificates -- Market Discount."
PREMIUM. Generally, if the basis of the REMIC Pool in the mortgage loans
exceeds the unpaid principal balances thereof, the REMIC Pool will be considered
to have acquired such mortgage loans at a premium equal to the amount of such
excess. As stated above, the REMIC Pool's basis in mortgage loans is the fair
market value of the mortgage loans, based on the aggregate of the issue prices
(or the fair market value of retained classes) of the regular and residual
interests in the REMIC Pool immediately after the transfer thereof to the REMIC
Pool. In a manner analogous to the discussion above under "Taxation of Regular
Certificates -- Premium," a REMIC Pool that holds a mortgage loan as a capital
asset under Code Section 1221 may elect under Code Section 171 to amortize
premium on whole mortgage loans or mortgage loans underlying MBS that were
originated after September 27, 1985 or MBS that are REMIC regular interests
under the constant yield method. Amortizable bond premium will be treated as an
offset to interest income on the mortgage loans, rather than as a separate
deduction item. To the extent that the mortgagors with respect to the mortgage
loans are individuals, Code Section 171 will not be available for premium on
mortgage loans (including underlying mortgage loans) originated on or prior to
September 27, 1985. Premium with respect to such mortgage loans may be
deductible in accordance with a reasonable method regularly employed by the
holder thereof. The allocation of such premium pro rata among principal payments
should be considered a reasonable method; however, the IRS may
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argue that such premium should be allocated in a different manner, such as
allocating such premium entirely to the final payment of principal.
LIMITATIONS ON OFFSET OR EXEMPTION OF REMIC INCOME
A portion or all of the REMIC taxable income includible in determining the
federal income tax liability of a Residual Certificateholder will be subject to
special treatment. That portion, referred to as the "excess inclusion," is equal
to the excess of REMIC taxable income for the calendar quarter allocable to a
Residual Certificate over the daily accruals for such quarterly period of:
o 120% of the long-term applicable Federal rate that would have applied
to the Residual Certificate (if it were a debt instrument) on the
Startup Day under Code Section 1274(d), multiplied by;
o the adjusted issue price of such Residual Certificate at the beginning
of such quarterly period.
For this purpose, the adjusted issue price of a Residual Certificate at the
beginning of a quarter is the issue price of the Residual Certificate, plus the
amount of such daily accruals of REMIC income described in this paragraph for
all prior quarters, decreased by any distributions made with respect to such
Residual Certificate prior to the beginning of such quarterly period.
Accordingly, the portion of the REMIC Pool's taxable income that will be treated
as excess inclusions will be a larger portion of such income as the adjusted
issue price of the Residual Certificates diminishes.
The portion of a Residual Certificateholder's REMIC taxable income
consisting of the excess inclusions generally may not be offset by other
deductions, including net operating loss carryforwards, on such Residual
Certificateholder's return. However, net operating loss carryovers are
determined without regard to excess inclusion income. Further, if the Residual
Certificateholder is an organization subject to the tax on unrelated business
income imposed by Code Section 511, the Residual Certificateholder's excess
inclusions will be treated as unrelated business taxable income of such Residual
Certificateholder for purposes of Code Section 511. In addition, REMIC taxable
income is subject to 30% withholding tax with respect to certain persons who are
not U.S. Persons (as defined below under "Tax-Related Restrictions on Transfer
of Residual Certificates -- Foreign Investors"), and the portion thereof
attributable to excess inclusions is not eligible for any reduction in the rate
of withholding tax (by treaty or otherwise). See "Taxation of Certain Foreign
Investors -- Residual Certificates" below. Finally, if a real estate investment
trust or a regulated investment company owns a Residual Certificate, a portion
(allocated under Treasury regulations yet to be issued) of dividends paid by the
real estate investment trust or a regulated investment company could not be
offset by net operating losses of its shareholders, would constitute unrelated
business taxable income for tax-exempt shareholders, and would be ineligible for
reduction of withholding to certain persons who are not U.S. Persons.
The Code provides three rules for determining the effect of excess
inclusions on the alternative minimum taxable income of a Residual
Certificateholder. First, alternative minimum taxable income for a Residual
Certificateholder is determined without regard to the special rule, discussed
above, that taxable income cannot be less than excess inclusions. Second, a
Residual Certificateholder's alternative minimum taxable income for a taxable
year cannot be less than the excess inclusions for the year. Third, the amount
of any alternative minimum tax net operating loss deduction must be computed
without regard to any excess inclusions.
TAX-RELATED RESTRICTIONS ON TRANSFER OF RESIDUAL CERTIFICATES
DISQUALIFIED ORGANIZATIONS. If any legal or beneficial interest in a
Residual Certificate is transferred to a Disqualified Organization, a tax would
be imposed in an amount equal to the product of:
o the present value of the total anticipated excess inclusions with
respect to such Residual Certificate for periods after the transfer;
and
o the highest marginal federal income tax rate applicable to
corporations.
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The REMIC Regulations provide that the anticipated excess inclusions are
based on actual prepayment experience to the date of the transfer and projected
payments based on the Prepayment Assumption. The present value rate equals the
applicable federal rate under Code Section 1274(d) as of the date of the
transfer for a term ending with the last calendar quarter in which excess
inclusions are expected to accrue. Such a tax generally would be imposed on the
transferor of the Residual Certificate, except that where such transfer is
through an agent (including a broker, nominee or other middleman) for a
Disqualified Organization, the tax would instead be imposed on such agent.
However, a transferor of a Residual Certificate would in no event be liable for
such tax with respect to a transfer if the transferee furnishes to the
transferor an affidavit that the transferee is not a Disqualified Organization
and, as of the time of the transfer, the transferor does not have actual
knowledge that such affidavit is false.
In addition, if a Pass-Through Entity has excess inclusion income with
respect to a Residual Certificate during a taxable year and a Disqualified
Organization is the record holder of an equity interest in such entity, then a
tax is imposed on such entity equal to the product of:
o the amount of excess inclusions on the Residual Certificate that are
allocable to the interest in the Pass-Through Entity during the period
such interest is held by such Disqualified Organization; and
o the highest marginal federal corporate income tax rate.
Such tax would be deductible from the ordinary gross income of the
Pass-Through Entity for the taxable year. The Pass-Through Entity would not be
liable for such tax if it has received an affidavit from such record holder that
it is not a Disqualified Organization or stating such holder's taxpayer
identification number and, during the period such person is the record holder of
the Residual Certificate, the Pass-Through Entity does not have actual knowledge
that such affidavit is false.
If an "electing large partnership" holds a Residual Certificate, all
interests in the electing large partnership are treated as held by Disqualified
Organizations for purposes of the tax imposed upon a Pass-Through Entity by
section 860E(c) of the Code. An exception to this tax, otherwise available to a
Pass-Through Entity that is furnished certain affidavits by record holders of
interests in the entity and that does not know such affidavits are false, is not
available to an electing large partnership.
For these purposes:
o "Disqualified Organization" means the United States, any state or
political subdivision thereof, any foreign government, any
international organization, any agency or instrumentality of any of the
foregoing (provided, that such term does not include an instrumentality
if all of its activities are subject to tax and a majority of its board
of directors is not selected by any such governmental entity), any
cooperative organization furnishing electric energy or providing
telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), and any organization (other than a farmers'
cooperative described in Code Section 521) that is exempt from taxation
under the Code unless such organization is subject to the tax on
unrelated business income imposed by Code Section 511;
o "Pass-Through Entity" means any regulated investment company, real
estate investment trust, common trust fund, partnership, trust or
estate and certain corporations operating on a cooperative basis
(except as may be provided in Treasury regulations, any person holding
an interest in a Pass-Through Entity as a nominee for another will,
with respect to such interest, be treated as a Pass-Through Entity);
and
o an "electing large partnership" means any partnership having more than
100 members during the preceding tax year (other than certain service
partnerships and commodity pools), which elect to apply simplified
reporting provisions under the Code.
The Pooling Agreement with respect to a series of certificates will provide
that no legal or beneficial interest in a Residual Certificate may be
transferred unless:
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o the proposed transferee provides to the transferor and the trustee an
affidavit providing its taxpayer identification number and stating that
such transferee is the beneficial owner of the Residual Certificate, is
not a Disqualified Organization and is not purchasing such Residual
Certificates on behalf of a Disqualified Organization (i.e., as a
broker, nominee or middleman thereof); and
o the transferor provides a statement in writing to the depositor and the
trustee that it has no actual knowledge that such affidavit is false.
Moreover, the Pooling Agreement will provide that any attempted or
purported transfer in violation of these transfer restrictions will be null and
void and will vest no rights in any purported transferee. Each Residual
Certificate with respect to a series will bear a legend referring to such
restrictions on transfer, and each Residual Certificateholder will be deemed to
have agreed, as a condition of ownership thereof, to any amendments to the
related Pooling Agreement required under the Code or applicable Treasury
regulations to effectuate the foregoing restrictions. Information necessary to
compute an applicable excise tax must be furnished to the IRS and to the
requesting party within 60 days of the request, and the depositor or the trustee
may charge a fee for computing and providing such information.
NONECONOMIC RESIDUAL INTERESTS. The REMIC Regulations disregard certain
transfers of Residual Certificates, in which case the transferor continues to be
treated as the owner of the Residual Certificates and thus continues to be
subject to tax on its allocable portion of the net income of the REMIC Pool.
Under the REMIC Regulations, a transfer of a "noneconomic residual interest" (as
defined below) to a Residual Certificateholder (other than a Residual
Certificateholder who is not a U.S. Person, as defined below under "-- Foreign
Investors") is disregarded for all federal income tax purposes if a significant
purpose of the transferor is to impede the assessment or collection of tax. A
residual interest in a REMIC (including a residual interest with a positive
value at issuance) is a "noneconomic residual interest" unless, at the time of
the transfer:
o the present value of the expected future distributions on the residual
interest at least equals the product of the present value of the
anticipated excess inclusions and the highest corporate income tax rate
in effect for the year in which the transfer occurs; and
o the transferor reasonably expects that the transferee will receive
distributions from the REMIC at or after the time at which taxes accrue
on the anticipated excess inclusions in an amount sufficient to satisfy
the accrued taxes.
The anticipated excess inclusions and the present value rate are determined
in the same manner as set forth above under "-- Disqualified Organizations." The
REMIC Regulations explain that a significant purpose to impede the assessment or
collection of tax exists if the transferor, at the time of the transfer, either
knew or should have known that the transferee would be unwilling or unable to
pay taxes due on its share of the taxable income of the REMIC. A safe harbor is
provided if:
o the transferor conducted, at the time of the transfer, a reasonable
investigation of the financial condition of the transferee and found
that the transferee historically had paid its debts as they came due
and found no significant evidence to indicate that the transferee would
not continue to pay its debts as they came due in the future;
o the transferee represents to the transferor that it understands that,
as the holder of the noneconomic residual interest, the transferee may
incur tax liabilities in excess of cash flows generated by the interest
and that the transferee intends to pay taxes associated with holding
the residual interest as they become due; and
o transferee represents that it will not cause income from the Residual
Certificate to be attributable to a foreign permanent establishment or
fixed base, within the meaning of an applicable income tax treaty, of
the transferee or any other U.S. Person.
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The transferor must have no actual knowledge or reason to know that those
statements are false. The Pooling Agreement with respect to each series of
certificates will require the transferee of a Residual Certificate to certify to
the matters in the bullet points set forth above as part of the affidavit
described above under the heading "Disqualified Organizations." The transferor
must have no actual knowledge or reason to know that such statements are false.
In addition to the three conditions set forth above for the transferor of a
noneconomic residual interest to be presumed not to have knowledge that the
transferee would be unwilling or unable to pay taxes due on its share of the
taxable income of the REMIC, recently issued Treasury regulations require a
fourth condition for the transferor to be presumed to lack such knowledge. The
condition must be satisfied in one of the two alternative ways for the
transferor to have a "safe harbor" against ignoring the transfer: Either
(a) the present value of the anticipated tax liabilities associated with
holding the noneconomic residual interest must not exceed the sum
of:
(i) the present value of any consideration given to the
transferee to acquire the interest;
(ii) the present value of the expected future distributions on the
interest; and
(iii) the present value of the anticipated tax savings associated
with holding the interest as the REMIC generates losses.
For purposes of the computations under this "minimum transfer price"
alternative, the transferee is assumed to pay tax at the highest rate of tax
specified in Section 11(b)(1) of the Code (currently 35%) or, in certain
circumstances the alternative minimum tax rate. Further, present values
generally are computed using a discount rate equal to the short-term Federal
rate set forth in Section 1274(d) of the Code for the month of such transfer and
the compounding period used by the transferee; or
(b) (i) the transferee must be a domestic "C" corporation (other than
a corporation exempt from taxation of a regulated investment
company or real estate investment trust) that meets certain
gross and net assets tests (generally, $100 million of gross
assets and $10 million of net assets for the current year and
the two preceding fiscal years);
(ii) the transferee must agree in writing that it will transfer
the Residual Certificate only to a subsequent transferee that
is an eligible corporation and meets the requirements for a
safe harbor transfer; and
(iii) the facts and circumstances known to the transferor on or
before the date of the transfer must not reasonably indicate
that the taxes associated with ownership of the Residual
Certificate will not be paid by the transferee.
Foreign Investors. The REMIC Regulations provide that the transfer of a
Residual Certificate that has "tax avoidance potential" to a "foreign person"
will be disregarded for all federal tax purposes. This rule appears intended to
apply to a transferee who is not a "U.S. Person" (as defined below), unless such
transferee's income is effectively connected with the conduct of a trade or
business within the United States. A Residual Certificate is deemed to have tax
avoidance potential unless, at the time of the transfer, (i) the future value of
expected distributions equals at least 30% of the anticipated excess inclusions
after the transfer, and (ii) the transferor reasonably expects that the
transferee will receive sufficient distributions from the REMIC Pool at or after
the time at which the excess inclusions accrue and prior to the end of the next
succeeding taxable year for the accumulated withholding tax liability to be
paid. If the non-U.S. Person transfers the Residual Certificate back to a U.S.
Person, the transfer will be disregarded and the foreign transferor will
continue to be treated as the owner unless arrangements are made so that the
transfer does not have the effect of allowing the transferor to avoid tax on
accrued excess inclusions.
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The prospectus supplement relating to a series of certificates may provide
that a Residual Certificate may not be purchased by or transferred to any person
that is not a U.S. Person or may describe the circumstances and restrictions
pursuant to which such a transfer may be made. The term "U.S. Person" means a
citizen or resident of the United States, a corporation, partnership (except to
the extent provided in applicable Treasury regulations) or other entity created
or organized in or under the laws of the United States, any state thereof or the
District of Columbia, an estate that is subject to United States federal income
tax regardless of the source of its income or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more United States persons have the authority to control
all substantial decisions of such trust (or, to the extent provided in
applicable Treasury regulations, certain trusts in existence on August 20, 1996
which are eligible to elect to be treated as U.S. Persons if such election has
been made).
SALE OR EXCHANGE OF A RESIDUAL CERTIFICATE
Upon the sale or exchange of a Residual Certificate, the Residual
Certificateholder will recognize gain or loss equal to the excess, if any, of
the amount realized over the adjusted basis (as described above under "Taxation
of Residual Certificates -- Basis and Losses") of such Residual
Certificateholder in such Residual Certificate at the time of the sale or
exchange. In addition to reporting the taxable income of the REMIC Pool, a
Residual Certificateholder will have taxable income to the extent that any cash
distribution to it from the REMIC Pool exceeds such adjusted basis on that
Distribution Date. Such income will be treated as gain from the sale or exchange
of the Residual Certificate. It is possible that the termination of the REMIC
Pool may be treated as a sale or exchange of a Residual Certificateholder's
Residual Certificate, in which case, if the Residual Certificateholder has an
adjusted basis in such Residual Certificateholder's Residual Certificate
remaining when its interest in the REMIC Pool terminates, and if such Residual
Certificateholder holds such Residual Certificate as a capital asset under Code
Section 1221, then such Residual Certificateholder will recognize a capital loss
at that time in the amount of such remaining adjusted basis.
Any gain on the sale of a Residual Certificate will be treated as ordinary
income (i) if a Residual Certificate is held as part of a "conversion
transaction" as defined in Code Section 1258(c), up to the amount of interest
that would have accrued on the Residual Certificateholder's net investment in
the conversion transaction at 120% of the appropriate applicable Federal rate in
effect at the time the taxpayer entered into the transaction minus any amount
previously treated as ordinary income with respect to any prior disposition of
property that was held as a part of such transaction or (ii) in the case of a
non-corporate taxpayer, to the extent such taxpayer has made an election under
Code Section 163(d)(4) to have net capital gains taxed as investment income at
ordinary income rates. In addition, gain or loss recognized from the sale of a
Residual Certificate by certain banks or thrift institutions will be treated as
ordinary income or loss pursuant to Code Section 582(c).
The Conference Committee Report to the 1986 Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of Code
Section 1091 will apply to dispositions of Residual Certificates where the
seller of the Residual Certificate, during the period beginning six months
before the sale or disposition of the Residual Certificate and ending six months
after such sale or disposition, acquires (or enters into any other transaction
that results in the application of Section 1091) any residual interest in any
REMIC or any interest in a "taxable mortgage pool" (such as a non-REMIC owner
trust) that is economically comparable to a Residual Certificate.
MARK TO MARKET REGULATIONS
The Service has issued regulations under Code Section 475 relating to the
requirement that a securities dealer mark to market securities held for sale to
customers. These regulations provide that, for purposes of this mark-to-market
requirement, a Residual Certificate is not treated as a security and thus may
not be marked to market.
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TAXES THAT MAY BE IMPOSED ON THE REMIC POOL
PROHIBITED TRANSACTIONS
Income from certain transactions by the REMIC Pool, called prohibited
transactions, will not be part of the calculation of income or loss includible
in the federal income tax returns of Residual Certificateholders, but rather
will be taxed directly to the REMIC Pool at a 100% rate. Prohibited transactions
generally include:
o the disposition of a qualified mortgage other than for (a) substitution
within two years of the Startup Day for a defective (including a
defaulted) obligation (or repurchase in lieu of substitution of a
defective (including a defaulted) obligation at any time) or for any
qualified mortgage within three months of the Startup Day, (b)
foreclosure, default or imminent default of a qualified mortgage, (c)
bankruptcy or insolvency of the REMIC Pool or (d) a qualified
(complete) liquidation;
o the receipt of income from assets that are not the type of mortgages or
investments that the REMIC Pool is permitted to hold;
o the receipt of compensation for services; or
o the receipt of gain from disposition of cash flow investments other
than pursuant to a qualified liquidation.
Notwithstanding the first or fourth bullet points set forth above, it is
not a prohibited transaction to sell REMIC Pool property to prevent a default on
Regular Certificates as a result of a default on qualified mortgages or to
facilitate a clean-up call (generally, an optional termination to save
administrative costs when no more than a small percentage of the certificates is
outstanding). The REMIC Regulations indicate that the modification of a mortgage
loan generally will not be treated as a disposition if it is occasioned by a
default or reasonably foreseeable default, an assumption of the mortgage loan,
the waiver of a due-on-sale or due-on-encumbrance clause or the conversion of an
interest rate by a mortgagor pursuant to the terms of a convertible adjustable
rate mortgage loan.
CONTRIBUTIONS TO THE REMIC POOL AFTER THE STARTUP DAY
In general, the REMIC Pool will be subject to a tax at a 100% rate on the
value of any property contributed to the REMIC Pool after the Startup Day.
Exceptions are provided for cash contributions to the REMIC Pool:
o during the three months following the Startup Day;
o made to a qualified reserve fund by a Residual Certificateholder;
o in the nature of a guarantee;
o made to facilitate a qualified liquidation or clean-up call; and
o as otherwise permitted in Treasury regulations yet to be issued.
NET INCOME FROM FORECLOSURE PROPERTY
The REMIC Pool will be subject to federal income tax at the highest
corporate rate on "net income from foreclosure property," determined by
reference to the rules applicable to real estate investment trusts. Generally,
property acquired by deed in lieu of foreclosure would be treated as
"foreclosure property" for a period ending with the third calendar year
following the year of acquisition of such property, with a possible extension.
Net income from foreclosure property generally means gain from the sale of a
foreclosure property that is inventory property and gross income from
foreclosure property other than qualifying rents and other qualifying income for
a real estate investment trust.
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It is not anticipated that the REMIC Pool will receive income or
contributions subject to tax under the preceding three paragraphs, except as
described in the applicable prospectus supplement with respect to net income
from foreclosure property on a commercial or multifamily residential property
that secured a mortgage loan.
LIQUIDATION OF THE REMIC POOL
If a REMIC Pool adopts a plan of complete liquidation, within the meaning
of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in
the REMIC Pool's final tax return a date on which such adoption is deemed to
occur, and sells all of its assets (other than cash) within a 90-day period
beginning on the date of the adoption of the plan of liquidation, the REMIC Pool
will not be subject to the prohibited transaction rules on the sale of its
assets, provided that the REMIC Pool credits or distributes in liquidation all
of the sale proceeds plus its cash (other than amounts retained to meet claims)
to holders of Regular Certificates and Residual Certificateholders within the
90-day period.
ADMINISTRATIVE MATTERS
The REMIC Pool will be required to maintain its books on a calendar year
basis and to file federal income tax returns for federal income tax purposes in
a manner similar to a partnership. The form for such income tax return is Form
1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return.
The trustee will be required to sign the REMIC Pool's returns. Treasury
regulations provide that, except where there is a single Residual
Certificateholder for an entire taxable year, the REMIC Pool will be subject to
the procedural and administrative rules of the Code applicable to partnerships,
including the determination by the IRS of any adjustments to, among other
things, items of REMIC income, gain, loss, deduction or credit in a unified
administrative proceeding. The Residual Certificateholder owning the largest
percentage interest in the Residual Certificates will be obligated to act as
"tax matters person, " as defined in applicable Treasury regulations, with
respect to the REMIC Pool. Each Residual Certificateholder will be deemed, by
acceptance of such Residual Certificates, to have agreed:
o to the appointment of the tax matters person as provided in the
preceding sentence; and
o to the irrevocable designation of the master servicer as agent for
performing the functions of the tax matters person.
LIMITATIONS ON DEDUCTION OF CERTAIN EXPENSES
An investor who is an individual, estate or trust will be subject to
limitation with respect to certain itemized deductions described in Code Section
67, to the extent that such itemized deductions, in the aggregate, do not exceed
2% of the investor's adjusted gross income. In addition, Code Section 68
provides that itemized deductions otherwise allowable for a taxable year of an
individual taxpayer will be reduced by the lesser of:
o 3% of the excess, if any, of adjusted gross income over a threshold
amount; or
o 80% of the amount of itemized deductions otherwise allowable for such
year.
These limitations will be phased out over the period 2006--2010. In the
case of a REMIC Pool, such deductions may include deductions under Code Section
212 for the servicing fee and all administrative and other expenses relating to
the REMIC Pool, or any similar expenses allocated to the REMIC Pool with respect
to a regular interest it holds in another REMIC. Such investors who hold REMIC
Certificates either directly or indirectly through certain pass-through entities
may have their pro rata share of such expenses allocated to them as additional
gross income, but may be subject to such limitation on deductions. In addition,
such expenses are not deductible at all for purposes of computing the
alternative minimum tax, and may cause such investors to be subject to
significant additional tax liability. Temporary Treasury regulations provide
that the additional gross
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income and corresponding amount of expenses generally are to be allocated
entirely to the holders of Residual Certificates in the case of a REMIC Pool
that would not qualify as a fixed investment trust in the absence of a REMIC
election. However, such additional gross income and limitation on deductions
will apply to the allocable portion of such expenses to holders of Regular
Certificates, as well as holders of Residual Certificates, where such Regular
Certificates are issued in a manner that is similar to pass-through certificates
in a fixed investment trust. In general, such allocable portion will be
determined based on the ratio that a REMIC Certificateholder's income,
determined on a daily basis, bears to the income of all holders of Regular
Certificates and Residual Certificates with respect to a REMIC Pool. As a
result, individuals, estates or trusts holding REMIC Certificates (either
directly or indirectly through a grantor trust, partnership, S corporation,
REMIC, or certain other pass-through entities described in the foregoing
temporary Treasury regulations) may have taxable income in excess of the
interest income at the pass-through rate on Regular Certificates that are issued
in a single class or otherwise consistently with fixed investment trust status
or in excess of cash distributions for the related period on Residual
Certificates. Unless otherwise indicated in the applicable prospectus
supplement, all such expenses will be allocable to the Residual Certificates.
TAXATION OF CERTAIN FOREIGN INVESTORS
REGULAR CERTIFICATES
Interest, including original issue discount, distributable to Regular
Certificateholders who are nonresident aliens, foreign corporations, or other
Non-U.S. Persons (as defined below), will be considered "portfolio interest"
and, therefore, generally will not be subject to 30% United States withholding
tax, provided that such Non-U.S. Person:
o is not a "10-percent shareholder" within the meaning of Code Section
871(h)(3)(B) of, or a controlled foreign corporation described in Code
Section 881(c)(3)(C) related to, the REMIC (or possible one or more
mortgagors); and
o provides the trustee, or the person who would otherwise be required to
withhold tax from such distributions under Code Section 1441 or 1442,
with an appropriate statement, signed under penalties of perjury,
identifying the beneficial owner and stating, among other things, that
the beneficial owner of the Regular Certificate is a Non-U.S. Person.
The appropriate documentation includes Form W-8BEN, if the Non-U.S. Person
is a corporation or individual eligible for the benefits of the portfolio
interest exemption or an exemption based on a treaty; Form W-8ECI if the
Non-U.S. Person is eligible for an exemption on the basis of its income from the
Regular Certificate being effectively connected to a United States trade or
business; Form W-8BEN or Form W-8IMY if the non-U.S. Person is a trust,
depending on whether such trust is classified as the beneficial owner of the
Regular Certificate; and Form W-8IMY, with supporting documentation as specified
in the Treasury Regulations, required to substantiate exemptions from
withholding on behalf of its partners, if the Non-U.S. Person is a partnership.
An intermediary (other than a partnership) must provide Form W-8IMY, revealing
all required information, including its name, address, taxpayer identification
number, the country under the laws of which it is created, and certification
that it is not acting for its own account. A "qualified intermediary" must
certify that it has provided, or will provide, a withholding statement as
required under Treasury Regulations Section 1.1441-1(e)(5)(v), but need not
disclose the identity of its account holders on its Form W-8IMY, and may certify
its account holders' status without including each beneficial owner's
certification. A non-"qualified intermediary" must additionally certify that it
has provided, or will provide, a withholding statement that is associated with
the appropriate Forms W-8 and W-9 required to substantiate exemptions from
withholding on behalf of its beneficial owners. The term "intermediary" means a
person acting as a custodian, a broker, nominee or otherwise as an agent for the
beneficial owner of a Regular Certificate. A "qualified intermediary" is
generally a foreign financial institution or clearing organization or a non-U.S.
branch or office of a U.S. financial institution or clearing organization that
is a party to a withholding agreement with the IRS.
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If such statement, or any other required statement, is not provided, 30%
withholding will apply unless reduced or eliminated pursuant to an applicable
tax treaty or unless the interest on the Regular Certificate is effectively
connected with the conduct of a trade or business within the United States by
such Non-U.S. Person. In the latter case, such Non-U.S. Person will be subject
to United States federal income tax at regular rates. Prepayment Premiums
distributable to Regular Certificateholders who are Non-U.S. Persons may be
subject to 30% United States withholding tax. Investors who are Non-U.S. Persons
should consult their own tax advisors regarding the specific tax consequences to
them of owning a Regular Certificate. The term "Non-U.S. Person" means any
person who is not a U.S. Person.
RESIDUAL CERTIFICATES
The Conference Committee Report to the 1986 Act indicates that amounts paid
to Residual Certificateholders who are Non-U.S. Persons are treated as interest
for purposes of the 30% (or lower treaty rate) United States withholding tax.
Treasury regulations provide that amounts distributed to Residual
Certificateholders may qualify as "portfolio interest," subject to the
conditions described in "Regular Certificates" above, but only to the extent
that:
o the mortgage loans (including mortgage loans underlying MBS) were
issued after July 18, 1984; and
o the trust fund or segregated pool of assets therein (as to which a
separate REMIC election will be made), to which the Residual
Certificate relates, consists of obligations issued in "registered
form" within the meaning of Code Section 163(f)(1).
Generally, whole mortgage loans will not be, but MBS and regular interests
in another REMIC Pool will be, considered obligations issued in registered form.
Furthermore, a Residual Certificateholder will not be entitled to any exemption
from the 30% withholding tax (or lower treaty rate) to the extent of that
portion of REMIC taxable income that constitutes an "excess inclusion." See
"Taxation of Residual Certificates -- Limitations on Offset or Exemption of
REMIC Income." If the amounts paid to Residual Certificateholders who are
Non-U.S. Persons are effectively connected with the conduct of a trade or
business within the United States by such Non-U.S. Persons, 30% (or lower treaty
rate) withholding will not apply. Instead, the amounts paid to such Non-U.S.
Persons will be subject to United States federal income tax at regular rates. If
30% (or lower treaty rate) withholding is applicable, such amounts generally
will be taken into account for purposes of withholding only when paid or
otherwise distributed (or when the Residual Certificate is disposed of) under
rules similar to withholding upon disposition of debt instruments that have
original issue discount. See "Tax-Related Restrictions on Transfer of Residual
Certificates -- Foreign Investors" above concerning the disregard of certain
transfers having "tax avoidance potential." Investors who are Non-U.S. Persons
should consult their own tax advisors regarding the specific tax consequences to
them of owning Residual Certificates.
BACKUP WITHHOLDING
Distributions made on the Regular Certificates, and proceeds from the sale
of the Regular Certificates to or through certain brokers, may be subject to a
"backup" withholding tax under Code Section 3406 of 28% (which rate is scheduled
to increase to 31% after 2010) on "reportable payments" (including interest
distributions, original issue discount, and, under certain circumstances,
principal distributions) unless the Regular Certificateholder complies with
certain reporting and/or certification procedures, including the provision of
its taxpayer identification number to the trustee, its agent or the broker who
effected the sale of the Regular Certificate, or such certificateholder is
otherwise an exempt recipient under applicable provisions of the Code. Any
amounts to be withheld from distribution on the Regular Certificates would be
refunded by the IRS or allowed as a credit against the Regular
Certificateholder's federal income tax liability. Investors are urged to contact
their own tax advisors regarding the application to them of backup withholding
and information reporting.
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REPORTING REQUIREMENTS
Reports of accrued interest, original issue discount and information
necessary to compute the accrual of any market discount on the Regular
Certificates will be made annually to the IRS and to individuals, estates,
non-exempt and non-charitable trusts, and partnerships who are either holders of
record of Regular Certificates or beneficial owners who own Regular Certificates
through a broker or middleman as nominee. All brokers, nominees and all other
non-exempt holders of record of Regular Certificates (including corporations,
non-calendar year taxpayers, securities or commodities dealers, real estate
investment trusts, investment companies, common trust funds, thrift institutions
and charitable trusts) may request such information for any calendar quarter by
telephone or in writing by contacting the person designated in Service
Publication 938 with respect to a particular series of Regular Certificates.
Holders through nominees must request such information from the nominee.
The Service's Form 1066 has an accompanying Schedule Q, Quarterly Notice to
Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation.
Treasury regulations require that Schedule Q be furnished by the REMIC Pool to
each Residual Certificateholder by the end of the month following the close of
each calendar quarter (41 days after the end of a quarter under proposed
Treasury regulations) in which the REMIC Pool is in existence.
Treasury regulations require that, in addition to the foregoing
requirements, information must be furnished quarterly to Residual
Certificateholders, furnished annually, if applicable, to holders of Regular
Certificates, and filed annually with the IRS concerning Code Section 67
expenses (see "Limitations on Deduction of Certain Expenses" above) allocable to
such holders. Furthermore, under such regulations, information must be furnished
quarterly to Residual Certificateholders, furnished annually to holders of
Regular Certificates, and filed annually with the IRS concerning the percentage
of the REMIC Pool's assets meeting the qualified asset tests described above
under "Status of REMIC Certificates."
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FEDERAL INCOME TAX CONSEQUENCES
FOR CERTIFICATES AS TO WHICH NO
REMIC ELECTION IS MADE
STANDARD CERTIFICATES
GENERAL
In the event that no election is made to treat a trust fund (or a
segregated pool of assets therein) with respect to a series of certificates that
are not designated as "Stripped Certificates," as described below, as a REMIC
(Certificates of such a series hereinafter referred to as "Standard
Certificates"), in the opinion of Cadwalader, Wickersham & Taft LLP or Latham &
Watkins LLP, counsel to the depositor, the trust fund will be classified as a
grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an
association taxable as a corporation or a "taxable mortgage pool" within the
meaning of Code Section 7701(i). Where there is no fixed retained yield with
respect to the mortgage loans underlying the Standard Certificates, the holder
of each such Standard Certificate (a "Standard Certificateholder") in such
series will be treated as the owner of a pro rata undivided interest in the
ordinary income and corpus portions of the trust fund represented by its
Standard Certificate and will be considered the beneficial owner of a pro rata
undivided interest in each of the mortgage loans, subject to the discussion
below under "Recharacterization of Servicing Fees." Accordingly, the holder of a
Standard Certificate of a particular series will be required to report on its
federal income tax return its pro rata share of the entire income from the
mortgage loans represented by its Standard Certificate, including interest at
the coupon rate on such mortgage loans, original issue discount (if any),
prepayment fees, assumption fees, and late payment charges received by the
master servicer, in accordance with such Standard Certificateholder's method of
accounting. A Standard Certificateholder generally will be able to deduct its
share of the servicing fee and all administrative and other expenses of the
trust fund in accordance with its method of accounting, provided that such
amounts are reasonable compensation for services rendered to that trust fund.
However, investors who are individuals, estates or trusts who own Standard
Certificates, either directly or indirectly through certain pass-through
entities, will be subject to limitation with respect to certain itemized
deductions described in Code Section 67, including deductions under Code Section
212 for the servicing fee and all such administrative and other expenses of the
trust fund, to the extent that such deductions, in the aggregate, do not exceed
two percent of an investor's adjusted gross income. In addition, Code Section 68
provides that itemized deductions otherwise allowable for a taxable year of an
individual taxpayer will be reduced by the lesser of (i) 3% of the excess, if
any, of adjusted gross income over a threshold amount or (ii) 80% of the amount
of itemized deductions otherwise allowable for such year. These limitations will
be phased out over the period 2006--2010. As a result, such investors holding
Standard Certificates, directly or indirectly through a pass-through entity, may
have aggregate taxable income in excess of the aggregate amount of cash received
on such Standard Certificates with respect to interest at the pass-through rate
on such Standard Certificates. In addition, such expenses are not deductible at
all for purposes of computing the alternative minimum tax, and may cause such
investors to be subject to significant additional tax liability. Moreover, where
there is fixed retained yield with respect to the mortgage loans underlying a
series of Standard Certificates or where the servicing fee is in excess of
reasonable servicing compensation, the transaction will be subject to the
application of the "stripped bond" and "stripped coupon" rules of the Code, as
described below under "Stripped Certificates" and "Recharacterization of
Servicing Fees," respectively.
TAX STATUS
Standard Certificates will have the following status for federal income tax
purposes:
1. A Standard Certificate owned by a "domestic building and loan
association" within the meaning of Code Section 7701(a)(19) will be
considered to represent "loans . . . secured by an interest in real property
which is . . . residential real property" within the meaning of Code Section
7701(a)(19)(C)(v), provided that the real property securing the mortgage
loans represented by that Standard Certificate is of the type described in
such section of the Code.
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2. A Standard Certificate owned by a real estate investment trust will
be considered to represent "real estate assets" within the meaning of Code
Section 856(c)(5)(B) to the extent that the assets of the related trust fund
consist of qualified assets, and interest income on such assets will be
considered "interest on obligations secured by mortgages on real property"
to such extent within the meaning of Code Section 856(c)(3)(B).
3. A Standard Certificate owned by a REMIC will be considered to
represent an "obligation . . . which is principally secured by an interest
in real property" within the meaning of Code Section 860G(a)(3)(A) to the
extent that the assets of the related trust fund consist of "qualified
mortgages" within the meaning of Code Section 860G(a)(3).
PREMIUM AND DISCOUNT
Standard Certificateholders are advised to consult with their tax advisors
as to the federal income tax treatment of premium and discount arising either
upon initial acquisition of Standard Certificates or thereafter.
PREMIUM. The treatment of premium incurred upon the purchase of a Standard
Certificate will be determined generally as described above under "Certain
Federal Income Tax Consequences for REMIC Certificates -- Taxation of Residual
Certificates -- Treatment of Certain Items of REMIC Income and Expense --
Premium."
ORIGINAL ISSUE DISCOUNT. The original issue discount rules will be
applicable to a Standard Certificateholder's interest in those mortgage loans as
to which the conditions for the application of those sections are met. Rules
regarding periodic inclusion of original issue discount income are applicable to
mortgages of corporations originated after May 27, 1969, mortgages of
noncorporate mortgagors (other than individuals) originated after July 1, 1982,
and mortgages of individuals originated after March 2, 1984. Under the OID
Regulations, such original issue discount could arise by the charging of points
by the originator of the mortgages in an amount greater than a statutory de
minimis exception, including a payment of points currently deductible by the
borrower under applicable Code provisions or, under certain circumstances, by
the presence of "teaser rates" on the mortgage loans.
Original issue discount must generally be reported as ordinary gross income
as it accrues under a constant interest method that takes into account the
compounding of interest, in advance of the cash attributable to such income.
Unless indicated otherwise in the applicable prospectus supplement, no
prepayment assumption will be assumed for purposes of such accrual. However,
Code Section 1272 provides for a reduction in the amount of original issue
discount includible in the income of a holder of an obligation that acquires the
obligation after its initial issuance at a price greater than the sum of the
original issue price and the previously accrued original issue discount, less
prior payments of principal. Accordingly, if such mortgage loans acquired by a
Standard Certificateholder are purchased at a price equal to the then unpaid
principal amount of such mortgage loans, no original issue discount attributable
to the difference between the issue price and the original principal amount of
such mortgage loans (i.e., points) will be includible by such holder.
MARKET DISCOUNT. Standard Certificateholders also will be subject to the
market discount rules to the extent that the conditions for application of those
sections are met. Market discount on the mortgage loans will be determined and
will be reported as ordinary income generally in the manner described above
under "Certain Federal Income Tax Consequences for REMIC Certificates --
Taxation of Regular Certificates -- Market Discount," except that the ratable
accrual methods described therein will not apply and it is unclear whether a
Prepayment Assumption would apply. Rather, the holder will accrue market
discount pro rata over the life of the mortgage loans, unless the constant yield
method is elected. Unless indicated otherwise in the applicable prospectus
supplement, no prepayment assumption will be assumed for purposes of such
accrual.
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RECHARACTERIZATION OF SERVICING FEES
If the servicing fee paid to the master servicer were deemed to exceed
reasonable servicing compensation, the amount of such excess would represent
neither income nor a deduction to certificateholders. In this regard, there are
no authoritative guidelines for federal income tax purposes as to either the
maximum amount of servicing compensation that may be considered reasonable in
the context of this or similar transactions or whether, in the case of the
Standard Certificate, the reasonableness of servicing compensation should be
determined on a weighted average or loan-by-loan basis. If a loan-by-loan basis
is appropriate, the likelihood that such amount would exceed reasonable
servicing compensation as to some of the mortgage loans would be increased.
Service guidance indicates that a servicing fee in excess of reasonable
compensation ("excess servicing") will cause the mortgage loans to be treated
under the "stripped bond" rules. Such guidance provides safe harbors for
servicing deemed to be reasonable and requires taxpayers to demonstrate that the
value of servicing fees in excess of such amounts is not greater than the value
of the services provided.
Accordingly, if the IRS' approach is upheld, a servicer who receives a
servicing fee in excess of such amounts would be viewed as retaining an
ownership interest in a portion of the interest payments on the mortgage loans.
Under the rules of Code Section 1286, the separation of ownership of the right
to receive some or all of the interest payments on an obligation from the right
to receive some or all of the principal payments on the obligation would result
in treatment of such mortgage loans as "stripped coupons" and "stripped bonds."
Subject to the de minimis rule discussed below under "-- Stripped Certificates,"
each stripped bond or stripped coupon could be considered for this purpose as a
non-interest bearing obligation issued on the date of issue of the Standard
Certificates, and the original issue discount rules of the Code would apply to
the holder thereof. While Standard Certificateholders would still be treated as
owners of beneficial interests in a grantor trust for federal income tax
purposes, the corpus of such trust could be viewed as excluding the portion of
the mortgage loans the ownership of which is attributed to the master servicer,
or as including such portion as a second class of equitable interest. Applicable
Treasury regulations treat such an arrangement as a fixed investment trust,
since the multiple classes of trust interests should be treated as merely
facilitating direct investments in the trust assets and the existence of
multiple classes of ownership interests is incidental to that purpose. In
general, such a recharacterization should not have any significant effect upon
the timing or amount of income reported by a Standard Certificateholder, except
that the income reported by a cash method holder may be slightly accelerated.
See "Stripped Certificates" below for a further description of the federal
income tax treatment of stripped bonds and stripped coupons.
SALE OR EXCHANGE OF STANDARD CERTIFICATES
Upon sale or exchange of a Standard Certificate, a Standard
Certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its aggregate adjusted basis in the mortgage
loans and the other assets represented by the Standard Certificate. In general,
the aggregate adjusted basis will equal the Standard Certificateholder's cost
for the Standard Certificate, increased by the amount of any income previously
reported with respect to the Standard Certificate and decreased by the amount of
any losses previously reported with respect to the Standard Certificate and the
amount of any distributions received thereon. Except as provided above with
respect to market discount on any mortgage loans, and except for certain
financial institutions subject to the provisions of Code Section 582(c), any
such gain or loss would be capital gain or loss if the Standard Certificate was
held as a capital asset. However, gain on the sale of a Standard Certificate
will be treated as ordinary income:
o if a Standard Certificate is held as part of a "conversion transaction"
as defined in Code Section 1258(c), up to the amount of interest that
would have accrued on the Standard Certificateholder's net investment
in the conversion transaction at 120% of the appropriate applicable
Federal rate in effect at the time the taxpayer entered into the
transaction minus any amount previously treated as ordinary income with
respect to any prior disposition of property that was held as a part of
such transaction; or
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o in the case of a non-corporate taxpayer, to the extent such taxpayer
has made an election under Code Section 163(d)(4) to have net capital
gains taxed as investment income at ordinary income rates.
Capital gains of certain non-corporate taxpayers generally are subject to a
lower maximum tax rate than ordinary income of such taxpayers for property held
for more than one year. The maximum tax rate for corporations is the same with
respect to both ordinary income and capital gains.
STRIPPED CERTIFICATES
GENERAL
Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the principal payments on an obligation from ownership of
the right to receive some or all of the interest payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
coupons" with respect to interest payments. For purposes of this discussion,
certificates that are subject to those rules will be referred to as "Stripped
Certificates." Stripped Certificates include interest-only certificates entitled
to distributions of interest, with disproportionately small, nominal or no
distributions of principal and principal-only certificates entitled to
distributions of principal, with disproportionately small, nominal or no
distributions of interest as to which no REMIC election is made.
The certificates will be subject to those rules if:
o the depositor or any of its affiliates retains (for its own account or
for purposes of resale), in the form of fixed retained yield or
otherwise, an ownership interest in a portion of the payments on the
mortgage loans;
o the master servicer is treated as having an ownership interest in the
mortgage loans to the extent it is paid (or retains) servicing
compensation in an amount greater than reasonable consideration for
servicing the mortgage loans (see "Standard Certificates --
Recharacterization of Servicing Fees" above); and
o certificates are issued in two or more classes or subclasses
representing the right to non-pro-rata percentages of the interest and
principal payments on the mortgage loans.
In general, a holder of a Stripped Certificate will be considered to own
"stripped bonds" with respect to its pro rata share of all or a portion of the
principal payments on each mortgage loan and/or "stripped coupons" with respect
to its pro rata share of all or a portion of the interest payments on each
mortgage loan, including the Stripped Certificate's allocable share of the
servicing fees paid to the master servicer, to the extent that such fees
represent reasonable compensation for services rendered. See discussion above
under "Standard Certificates -- Recharacterization of Servicing Fees." Although
not free from doubt, for purposes of reporting to Stripped Certificateholders,
the servicing fees will be allocated to the Stripped Certificates in proportion
to the respective entitlements to distributions of each class (or subclass) of
Stripped Certificates for the related period or periods. The holder of a
Stripped Certificate generally will be entitled to a deduction each year in
respect of the servicing fees, as described above under "Standard Certificates
- -- General," subject to the limitation described therein. Code Section 1286
treats a stripped bond or a stripped coupon as an obligation issued at an
original issue discount on the date that such stripped interest is purchased.
Although the treatment of Stripped Certificates for federal income tax purposes
is not clear in certain respects at this time, particularly where such Stripped
Certificates are issued with respect to a mortgage pool containing variable-rate
mortgage loans:
o the trust fund will be treated as a grantor trust under subpart E, Part
1 of subchapter J of the Code and not as an association taxable as a
corporation or a "taxable mortgage pool" within the meaning of Code
Section 7701(i); and
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o unless otherwise specified in the related prospectus supplement, each
Stripped Certificate should be treated as a single installment
obligation for purposes of calculating original issue discount and gain
or loss on disposition.
This treatment is based on the interrelationship of Code Section 1286, Code
Sections 1272 through 1275, and the OID Regulations. While under Code Section
1286 computations with respect to Stripped Certificates arguably should be made
in one of the ways described below under "Taxation of Stripped Certificates --
Possible Alternative Characterizations," the OID Regulations state, in general,
that two or more debt instruments issued by a single issuer to a single investor
in a single transaction should be treated as a single debt instrument for
original issue discount purposes. The Pooling Agreement requires that the
trustee make and report all computations described below using this aggregate
approach, unless substantial legal authority requires otherwise.
Furthermore, Treasury regulations issued December 28, 1992 provide for the
treatment of a Stripped Certificate as a single debt instrument issued on the
date it is purchased for purposes of calculating any original issue discount. In
addition, under these regulations, a Stripped Certificate that represents a
right to payments of both interest and principal may be viewed either as issued
with original issue discount or market discount (as described below), at a de
minimis original issue discount, or, presumably, at a premium. This treatment
suggests that the interest component of such a Stripped Certificate would be
treated as qualified stated interest under the OID Regulations. Further, these
final regulations provide that the purchaser of such a Stripped Certificate will
be required to account for any discount as market discount rather than original
issue discount if either:
o the initial discount with respect to the Stripped Certificate was
treated as zero under the de minimis rule; or
o no more than 100 basis points in excess of reasonable servicing is
stripped off the related mortgage loans.
Any such market discount would be reportable as described under "Certain
Federal Income Tax Consequences for REMIC Certificates -- Taxation of Regular
Certificates -- Market Discount," without regard to the de minimis rule therein,
assuming that a prepayment assumption is employed in such computation.
STATUS OF STRIPPED CERTIFICATES
No specific legal authority exists as to whether the character of the
Stripped Certificates, for federal income tax purposes, will be the same as that
of the mortgage loans. Although the issue is not free from doubt, Stripped
Certificates owned by applicable holders should be considered to represent "real
estate assets" within the meaning of Code Section 856(c)(5)(B), "obligation[s]
principally secured by an interest in real property" within the meaning of Code
Section 860G(a)(3)(A), and "loans . . . secured by an interest in real property
which is . . . residential real property" within the meaning of Code Section
7701(a)(19)(C)(v), and interest (including original issue discount) income
attributable to Stripped Certificates should be considered to represent
"interest on obligations secured by mortgages on real property" within the
meaning of Code Section 856(c)(3)(B), provided that in each case the mortgage
loans and interest on such mortgage loans qualify for such treatment.
TAXATION OF STRIPPED CERTIFICATES
ORIGINAL ISSUE DISCOUNT. Except as described above under "General," each
Stripped Certificate may be considered to have been issued at an original issue
discount for federal income tax purposes. Original issue discount with respect
to a Stripped Certificate must be included in ordinary income as it accrues, in
accordance with a constant interest method that takes into account the
compounding of interest, which may be prior to the receipt of the cash
attributable to such income. Based in part on the OID Regulations and the
amendments to the original issue discount sections of the Code made by the 1986
Act, the amount of original issue discount required to be included
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in the income of a holder of a Stripped Certificate (referred to in this
discussion as a "Stripped Certificateholder") in any taxable year likely will be
computed generally as described above under "Federal Income Tax Consequences for
REMIC Certificates -- Taxation of Regular Certificates -- Original Issue
Discount" and "-- Variable Rate Regular Certificates." However, with the
apparent exception of a Stripped Certificate qualifying as a market discount
obligation, as described above under "General," the issue price of a Stripped
Certificate will be the purchase price paid by each holder thereof, and the
stated redemption price at maturity will include the aggregate amount of the
payments, other than qualified stated interest to be made on the Stripped
Certificate to such Stripped Certificateholder, presumably under the Prepayment
Assumption.
If the mortgage loans prepay at a rate either faster or slower than that
under the Prepayment Assumption, a Stripped Certificateholder's recognition of
original issue discount will be either accelerated or decelerated and the amount
of such original issue discount will be either increased or decreased depending
on the relative interests in principal and interest on each mortgage loan
represented by such Stripped Certificateholder's Stripped Certificate. It is
unclear under what circumstances, if any, the prepayment of mortgage loans or
MBS will give rise to a loss to the holder of a Stripped Certificate. If the
certificate is treated as a single instrument rather than an interest in
discrete mortgage loans and the effect of prepayments is taken into account in
computing yield with respect to the grantor trust certificate, it appears that
no loss will be available as a result of any particular prepayment unless
prepayments occur at a rate sufficiently faster than the assumed prepayment rate
so that the certificateholder will not recover its investment. However, if the
certificate is treated as an interest in discrete mortgage loans or MBS, or if
no prepayment assumption is used, then when a mortgage loan or MBS is prepaid,
the holder of the certificate should be able to recognize a loss equal to the
portion of the adjusted issue price of the certificate that is allocable to the
mortgage loan or MBS. Holders of Stripped Certificates are urged to consult with
their own tax advisors regarding the proper treatment of these certificates for
federal income tax purposes.
As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the Stripped Certificates will not be
made if the mortgage loans are prepaid could lead to the interpretation that
such interest payments are "contingent" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of contingent
interest, are by their terms not applicable to prepayable securities such as the
Stripped Certificates. However, if final regulations dealing with contingent
interest with respect to the Stripped Certificates apply the same principles as
the OID Regulations, such regulations may lead to different timing of income
inclusion that would be the case under the OID Regulations. Furthermore,
application of such principles could lead to the characterization of gain on the
sale of contingent interest Stripped Certificates as ordinary income. Investors
should consult their tax advisors regarding the appropriate tax treatment of
Stripped Certificates.
In light of the application of Section 1286 of the Code, a beneficial owner
of a Stripped Certificate generally will be required to compute accruals of
original issue discount based on its yield, possibly taking into account its own
Prepayment Assumption. The information necessary to perform the related
calculations for information reporting purposes, however, generally will not be
available to the trustee. Accordingly, any information reporting provided by the
trustee with respect to these Stripped Certificates, which information will be
based on pricing information as of the closing date, will largely fail to
reflect the accurate accruals of original issue discount for these certificates.
Prospective investors therefore should be aware that the timing of accruals of
original issue discount applicable to a Stripped Certificate generally will be
different than that reported to holders and the IRS. You should consult your own
tax advisor regarding your obligation to compute and include in income the
correct amount of original issue discount accruals and any possible tax
consequences for failure to do so.
SALE OR EXCHANGE OF STRIPPED CERTIFICATES. Sale or exchange of a Stripped
Certificate prior to its maturity will result in gain or loss equal to the
difference, if any, between the amount received and the Stripped
Certificateholder's adjusted basis in such Stripped Certificate, as described
above
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under "Certain Federal Income Tax Consequences for REMIC Certificates --
Taxation of Regular Certificates -- Sale or Exchange of Regular Certificates."
It is not clear for this purpose whether the assumed prepayment rate that is to
be used in the case of a Stripped Certificateholder other than an original
Stripped Certificateholder should be the Prepayment Assumption or a new rate
based on the circumstances at the date of subsequent purchase.
PURCHASE OF MORE THAN ONE CLASS OF STRIPPED CERTIFICATES. Where an investor
purchases more than one class of Stripped Certificates, it is currently unclear
whether for federal income tax purposes such classes of Stripped Certificates
should be treated separately or aggregated for purposes of the rules described
above.
POSSIBLE ALTERNATIVE CHARACTERIZATIONS. The characterizations of the
Stripped Certificates discussed above are not the only possible interpretations
of the applicable Code provisions. For example, the Stripped Certificateholder
may be treated as the owner of:
o one installment obligation consisting of such Stripped Certificate's
pro rata share of the payments attributable to principal on each
mortgage loan and a second installment obligation consisting of such
Stripped Certificate's pro rata share of the payments attributable to
interest on each mortgage loan;
o as many stripped bonds or stripped coupons as there are scheduled
payments of principal and/or interest on each mortgage loan; or
o a separate installment obligation for each mortgage loan, representing
the Stripped Certificate's pro rata share of payments of principal
and/or interest to be made with respect thereto. Alternatively, the
holder of one or more classes of Stripped Certificates may be treated
as the owner of a pro rata fractional undivided interest in each
mortgage loan to the extent that such Stripped Certificate, or classes
of Stripped Certificates in the aggregate, represent the same pro rata
portion of principal and interest on each such mortgage loan, and a
stripped bond or stripped coupon (as the case may be), treated as an
installment obligation or contingent payment obligation, as to the
remainder. Final regulations issued on December 28, 1992 regarding
original issue discount on stripped obligations make the foregoing
interpretations less likely to be applicable. The preamble to those
regulations states that they are premised on the assumption that an
aggregation approach is appropriate for determining whether original
issue discount on a stripped bond or stripped coupon is de minimis, and
solicits comments on appropriate rules for aggregating stripped bonds
and stripped coupons under Code Section 1286.
Because of these possible varying characterizations of Stripped
Certificates and the resultant differing treatment of income recognition,
Stripped Certificateholders are urged to consult their own tax advisors
regarding the proper treatment of Stripped Certificates for federal income tax
purposes.
REPORTING REQUIREMENTS AND BACKUP WITHHOLDING
The trustee will furnish, within a reasonable time after the end of each
calendar year, to each Standard Certificateholder or Stripped Certificateholder
at any time during such year, such information (prepared on the basis described
above) as the trustee deems to be necessary or desirable to enable such
certificateholders to prepare their federal income tax returns. Such information
will include the amount of original issue discount accrued on certificates held
by persons other than certificateholders exempted from the reporting
requirements. The amounts required to be reported by the trustee may not be
equal to the proper amount of original issue discount required to be reported as
taxable income by a certificateholder, other than an original certificateholder
that purchased at the issue price. In particular, in the case of Stripped
Certificates, unless provided otherwise in the applicable prospectus supplement,
such reporting will be based upon a representative initial offering price of
each class of Stripped Certificates. The trustee will also file such original
issue discount information with the IRS. If a certificateholder fails to supply
an accurate taxpayer identification number or if the Secretary of the Treasury
determines that a certificateholder has not reported all interest and dividend
income required to be shown on his federal
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income tax return, 28% (which rate is scheduled to increase to 31% after 2010)
backup withholding may be required in respect of any reportable payments, as
described above under "Certain Federal Income Tax Consequences for REMIC
Certificates -- Backup Withholding."
On June 20, 2002, the IRS published proposed regulations which will, when
effective, establish a reporting framework for interests in "widely held fixed
investment trusts" that will place the responsibility of reporting on the person
in the ownership chain who holds an interest for a beneficial owner. A
widely-held fixed investment trust is defined as an entity classified as a
"trust" under Treasury regulation Section 301.7701-4(c), in which any interest
is held by a middleman, which includes, but is not limited to:
o a custodian of a person's account;
o a nominee; and
o a broker holding an interest for a customer in "street name."
These regulations were proposed to be effective beginning January 1, 2004,
but such date has passed and the regulations have not been finalized. It is
unclear when, or if, these regulations will become final.
TAXATION OF CERTAIN FOREIGN INVESTORS
To the extent that a certificate evidences ownership in mortgage loans that
are issued on or before July 18, 1984, interest or original issue discount paid
by the person required to withhold tax under Code Section 1441 or 1442 to
nonresident aliens, foreign corporations, or other Non-U.S. Persons generally
will be subject to 30% United States withholding tax, or such lower rate as may
be provided for interest by an applicable tax treaty. Accrued original issue
discount recognized by the Standard Certificateholder or Stripped
Certificateholder on the sale or exchange of such a certificate also will be
subject to federal income tax at the same rate.
Treasury regulations provide that interest or original issue discount paid
by the trustee or other withholding agent to a Non-U.S. Person evidencing
ownership interest in mortgage loans issued after July 18, 1984 will be
"portfolio interest" and will be treated in the manner, and such persons will be
subject to the same certification requirements, described above under "Certain
Federal Income Tax Consequences for REMIC Certificates -- Taxation of Certain
Foreign Investors -- Regular Certificates."
REPORTABLE TRANSACTIONS
Any holder of an offered certificate that reports any item or items of
income, gain, expense, or loss in respect of a security for tax purposes in an
amount that differs from the amount reported for book purposes by more than $10
million, on a gross basis, in any taxable year may be subject to certain
disclosure requirements for "reportable transactions." Prospective investors
should consult their tax advisers concerning any possible tax return disclosure
obligation with respect to the offered certificates.
STATE, LOCAL AND OTHER TAX CONSEQUENCES
In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences," potential investors should consider the state
and local tax consequences of the acquisition, ownership, and disposition of the
offered certificates. State and local tax law may differ substantially from the
corresponding federal law, and the discussion above does not purport to describe
any aspect of the tax laws of any state or other jurisdiction. Therefore,
prospective investors should consult their tax advisors with respect to the
various tax consequences of investments in the offered certificates.
107
CERTAIN ERISA CONSIDERATIONS
GENERAL
Sections 404 and 406 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), impose certain fiduciary requirements and prohibited
transaction restrictions on employee pension and welfare benefit plans subject
to ERISA ("ERISA Plans") and on certain other arrangements, including bank
collective investment funds and insurance company general and separate accounts
in which such ERISA Plans are invested. Section 4975 of the Code imposes
essentially the same prohibited transaction restrictions on tax-qualified
retirement plans described in Section 401(a) of the Code and on Individual
Retirement Accounts described in Section 408 of the Code (collectively, "Tax
Favored Plans").
Certain employee benefit plans, such as governmental plans (as defined in
ERISA Section 3(32)), and, if no election has been made under Section 410(d) of
the Code, church plans (as defined in Section 3(33) of ERISA) (collectively with
ERISA Plans and Tax-Favored plans, "Plans") are not subject to ERISA
requirements. Accordingly, assets of such plans may be invested in offered
certificates without regard to the ERISA considerations described below, subject
to the provisions of other applicable federal and state law ("Similar Law"). Any
such plan which is qualified and exempt from taxation under Sections 401(a) and
501(a) of the Code is subject to the prohibited transaction rules set forth in
Section 503 of the Code.
ERISA generally imposes on Plan fiduciaries certain general fiduciary
requirements, including those of investment prudence and diversification and the
requirement that a Plan's investments be made in accordance with the documents
governing the Plan. In addition, Section 406 of ERISA and Section 4975 of the
Code prohibit a broad range of transactions involving assets of a Plan and
persons ("Parties in Interest" within the meaning of ERISA and "disqualified
persons" within the meaning of the Code; collectively, "Parties in Interest")
who have certain specified relationships to the Plan, unless a statutory,
regulatory or administrative exemption is available with respect to any such
transaction. Pursuant to Section 4975 of the Code, certain Parties in Interest
to a prohibited transaction may be subject to a nondeductible 15% per annum
excise tax on the amount involved in such transaction, which excise tax
increases to 100% if the Party in Interest involved in the transaction does not
correct such transaction during the taxable period. In addition, such Party in
Interest may be subject to a penalty imposed pursuant to Section 502(i) of
ERISA. The United States Department of Labor ("DOL") and participants,
beneficiaries and fiduciaries of ERISA Plans may generally enforce violations of
ERISA, including the prohibited transaction provisions. If the prohibited
transaction amounts to a breach of fiduciary responsibility under ERISA, a 20%
civil penalty may be imposed on the fiduciary or other person participating in
the breach.
PLAN ASSET REGULATIONS
Certain transactions involving the trust fund, including a Plan's
investment in offered certificates, might be deemed to constitute prohibited
transactions under ERISA, the Code or Similar Law if the underlying Mortgage
Assets and other assets included in a related trust fund are deemed to be assets
of such Plan. Section 2510.3-101 of the DOL regulations (the "Plan Asset
Regulations") defines the term "Plan Assets" for purposes of applying the
general fiduciary responsibility provisions of ERISA and the prohibited
transaction provisions of ERISA and the Code. Under the Plan Asset Regulations,
generally, when a Plan acquires an equity interest in an entity, the Plan's
assets include both such equity interest and an undivided interest in each of
the underlying assets of the entity, unless certain exceptions not applicable
here apply, or unless the equity participation in the entity by "benefit plan
investors" (i.e., ERISA Plans and certain employee benefit plans not subject to
ERISA) is not "significant," both as defined therein. For this purpose, in
general, equity participation by benefit plan investors will be "significant" on
any date if 25% or more of the value of any class of equity interests in the
entity is held by benefit plan investors. Equity participation in a trust fund
will be significant on any date if immediately after the most recent acquisition
of any certificate, 25% or more of any class of certificates is held by benefit
plan investors.
108
The prohibited transaction provisions of Section 406 of ERISA and Section
4975 of the Code may apply to a trust fund and cause the depositor, the master
servicer, any special servicer, any sub-servicer, any manager, the trustee, the
obligor under any credit enhancement mechanism or certain affiliates thereof to
be considered or become Parties in Interest with respect to an investing Plan
(or of a Plan holding an interest in an investing entity). If so, the
acquisition or holding of certificates by or on behalf of the investing Plan
could also give rise to a prohibited transaction under ERISA, the Code or
Similar Law, unless some statutory, regulatory or administrative exemption is
available. Certificates acquired by a Plan may be assets of that Plan. Under the
Plan Asset Regulations, the trust fund, including the mortgage assets and the
other assets held in the trust fund, may also be deemed to be Plan Assets of
each Plan that acquires certificates. Special caution should be exercised before
Plan Assets are used to acquire a certificate in such circumstances, especially
if, with respect to such assets, the depositor, the master servicer, any special
servicer, any sub-servicer, any manager, the trustee, the obligor under any
credit enhancement mechanism or an affiliate thereof either:
o has investment discretion with respect to the investment of Plan
Assets; or
o has authority or responsibility to give (or regularly gives) investment
advice with respect to Plan Assets for a fee pursuant to an agreement
or understanding that such advice will serve as a primary basis for
investment decisions with respect to such Plan Assets.
Any person who has discretionary authority or control respecting the
management or disposition of Plan Assets, and any person who provides investment
advice with respect to such assets for a fee, is a fiduciary of the investing
Plan. If the mortgage assets and other assets included in a trust fund
constitute Plan Assets, then any party exercising management or discretionary
control regarding those assets, such as the master servicer, any special
servicer, any sub-servicer, the trustee, the obligor under any credit
enhancement mechanism, or certain affiliates thereof may be deemed to be a Plan
"fiduciary" and thus subject to the fiduciary responsibility provisions and
prohibited transaction provisions of ERISA and the Code with respect to the
investing Plan. In addition, if the mortgage assets and other assets included in
a trust fund constitute Plan Assets, the purchase of certificates by a Plan, as
well as the operation of the trust fund, may constitute or involve a prohibited
transaction under ERISA or the Code.
The Plan Asset Regulations provide that where a Plan acquires a "guaranteed
governmental mortgage pool certificate," the Plan's assets include such
certificate but do not solely by reason of the Plan's holdings of such
certificate include any of the mortgages underlying such certificate. The Plan
Asset Regulations include in the definition of a "guaranteed governmental
mortgage pool certificate" FHLMC Certificates, GNMA Certificates, FNMA
Certificates and FAMC Certificates. Accordingly, even if such MBS included in a
trust fund were deemed to be assets of Plan investors, the mortgages underlying
such MBS would not be treated as assets of such Plans. Private label mortgage
participations, mortgage pass-through certificates or other mortgage-backed
securities are not "guaranteed governmental mortgage pool certificates" within
the meaning of the Plan Asset Regulations. Potential Plan investors should
consult their counsel and review the ERISA discussion in the related prospectus
supplement before purchasing any such certificates.
PROHIBITED TRANSACTION EXEMPTIONS
The DOL granted an individual exemption, DOL Final Authorization Number
97-03E, as amended by Prohibited Transaction Exemption 97-34, Prohibited
Transaction Exemption 2000-58 and Prohibited Transaction Exemption 2002-41 (the
"Exemption"), to Deutsche Bank Securities, Inc. ("DBSI") which generally exempts
from the application of the prohibited transaction provisions of Section 406 of
ERISA, and the excise taxes imposed on such prohibited transactions pursuant to
Section 4975(a) and (b) of the Code, certain transactions, among others,
relating to the servicing and operation of mortgage pools and the initial
purchase, holding and subsequent resale of mortgage pass-through certificates
underwritten by an Underwriter (as hereinafter defined), provided that certain
conditions set forth in the Exemption are satisfied. For purposes of this
109
Section "Certain ERISA Considerations," the term "Underwriter" shall include (a)
DBNY and DBSI, (b) any person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with DBNY and
DBSI and (c) any member of the underwriting syndicate or selling group of which
a person described in (a) or (b) is a manager or co-manager with respect to a
class of certificates.
The Exemption sets forth five general conditions which must be satisfied
for the Exemption to apply. The conditions are as follows:
FIRST, the acquisition of certificates by a Plan or with Plan Assets must
be on terms that are at least as favorable to the Plan as they would be in an
arm's-length transaction with an unrelated party;
SECOND, the certificates at the time of acquisition by a Plan or with Plan
Assets must be rated in one of the four highest generic rating categories by
Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies,
Inc., Moody's Investors Service, Inc. or Fitch, Inc. (collectively, the
"Exemption Rating Agencies");
THIRD, the trustee cannot be an affiliate of any member of the Restricted
Group, other than an Underwriter; the "Restricted Group" consists of any
Underwriter, the depositor, the trustee, the master servicer, any sub-servicer,
any party that is considered a "sponsor" within the meaning of the Exemption and
any obligor with respect to assets included in the trust fund constituting more
than 5% of the aggregate unamortized principal balance of the assets in the
trust fund as of the date of initial issuance of the certificates;
FOURTH, the sum of all payments made to and retained by the Underwriter(s)
must represent not more than reasonable compensation for underwriting the
certificates; the sum of all payments made to and retained by the depositor
pursuant to the assignment of the assets to the related trust fund must
represent not more than the fair market value of such obligations; and the sum
of all payments made to and retained by the master servicer and any sub-servicer
must represent not more than reasonable compensation for such person's services
under the related Pooling Agreement and reimbursement of such person's
reasonable expenses in connection therewith; and
FIFTH, the Exemption states that the investing Plan or Plan Asset investor
must be an accredited investor as defined in Rule 501(a)(1) of Regulation D of
the Commission under the Securities Act of 1933, as amended.
The Exemption also requires that the trust fund meet the following
requirements:
o the trust fund must consist solely of assets of the type that have been
included in other investment pools;
o certificates evidencing interests in such other investment pools must
have been rated in one of the four highest categories of one of the
Exemption Rating Agencies for at least one year prior to the
acquisition of certificates by or on behalf of a Plan or with Plan
Assets; and
o certificates evidencing interests in such other investment pools must
have been purchased by investors other than Plans for at least one year
prior to any acquisition of certificates by or on behalf of a Plan or
with Plan Assets.
A fiduciary of a Plan or any person investing Plan Assets intending to
purchase a certificate must make its own determination that the conditions set
forth above will be satisfied with respect to such certificate.
If the general conditions of the Exemption are satisfied, the Exemption may
provide an exemption from the restrictions imposed by Sections 406(a) and 407(a)
of ERISA, and 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
the direct or indirect sale, exchange, transfer, holding or the direct or
indirect acquisition or disposition in the secondary market of certificates by a
Plan or with Plan Assets. However, no exemption is provided from the
restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the
acquisition or holding of a certificate on behalf of an "Excluded Plan" by
110
any person who has discretionary authority or renders investment advice with
respect to the assets of such Excluded Plan. For purposes of the certificates,
an Excluded Plan is a Plan sponsored by any member of the Restricted Group.
If certain specific conditions of the Exemption are also satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections
406(b)(1) and (b)(2) of ERISA, and the excise taxes imposed by Sections 4975(a)
and (b) of the Code by reason of Section 4975(c)(1)(E) of the Code, in
connection with:
o the direct or indirect sale, exchange or transfer of certificates in
the initial issuance of certificates between the depositor or an
Underwriter and a Plan when the person who has discretionary authority
or renders investment advice with respect to the investment of Plan
Assets in the certificates is (a) a mortgagor with respect to 5% or
less of the fair market value of the trust fund or (b) an affiliate of
such a person;
o the direct or indirect acquisition or disposition in the secondary
market of certificates by a Plan; and
o the holding of certificates by a Plan or with Plan Assets.
Further, if certain specific conditions of the Exemption are satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections
406(a), 406(b) and 407 of ERISA, and the excise taxes imposed by Sections
4975(a) and (b) of the Code by reason of Section 4975(c) of the Code for
transactions in connection with the servicing, management and operation of the
trust fund. The depositor expects that the specific conditions of the Exemption
required for this purpose will be satisfied with respect to the Certificates so
that the Exemption would provide an exemption from the restrictions imposed by
Sections 406(a) and (b) of ERISA (as well as the excise taxes imposed by
Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code)
for transactions in connection with the servicing, management and operation of
the trust fund, provided that the general conditions of the Exemption are
satisfied.
The Exemption also may provide an exemption from the restrictions imposed
by Sections 406(a) and 407(a) of ERISA, and the excise taxes imposed by Section
4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of
the Code if such restrictions are deemed to otherwise apply merely because a
person is deemed to be a Party in Interest with respect to an investing Plan by
virtue of providing services to the Plan (or by virtue of having certain
specified relationships to such a person) solely as a result of the Plan's
ownership of certificates.
Because the exemptive relief afforded by the Exemption (or any similar
exemption that might be available) will not apply to the purchase, sale or
holding of certain certificates, such as Residual Certificates or any
certificates ("ERISA Restricted Certificates") which are not rated in one of the
four highest generic rating categories by at least one of the Exemption Rating
Agencies, transfers of such certificates to a Plan, to a trustee or other person
acting on behalf of any Plan, or to any other person investing Plan Assets to
effect such acquisition will not be registered by the trustee unless the
transferee provides the depositor, the trustee and the master servicer with an
opinion of counsel satisfactory to the depositor, the trustee and the master
servicer, which opinion will not be at the expense of the depositor, the trustee
or the master servicer, that the purchase of such certificates by or on behalf
of such Plan is permissible under applicable law, will not constitute or result
in any nonexempt prohibited transaction under ERISA or Section 4975 of the Code
or Similar Law and will not subject the depositor, the trustee or the master
servicer to any obligation in addition to those undertaken in the Agreement.
In lieu of such opinion of counsel with respect to ERISA Restricted
Certificates, the transferee may provide a certification substantially to the
effect that the purchase of ERISA Restricted Certificates by or on behalf of
such Plan is permissible under applicable law, will not constitute or result in
any nonexempt prohibited transaction under ERISA or Section 4975 of the Code,
will not subject the depositor, the trustee or the master servicer to any
obligation in addition to those undertaken in the Pooling Agreement and the
following conditions are satisfied:
111
o the transferee is an insurance company and the source of funds used to
purchase such ERISA Restricted Certificates is an "insurance company
general account" (as such term is defined in PTCE 95-60); and
o the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied; and
o there is no Plan with respect to which the amount of such general
account's reserves and for contracts held by or on behalf of such Plan
and all other Plans maintained by the same employer (or any "affiliate"
thereof, as defined in PTCE 95-60) or by the same employee organization
exceed 10% of the total of all reserves and liabilities of such general
account (as determined under PTCE 95-60) as of the date of the
acquisition of such ERISA Restricted Certificates.
The purchaser or any transferee of any interest in an ERISA Restricted
Certificate or Residual Certificate that is not a definitive certificate, by the
act of purchasing such certificate, shall be deemed to represent that it is not
a Plan or directly or indirectly purchasing such certificate or interest therein
on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan.
The ERISA Restricted Certificates and Residual Certificates will contain a
legend describing such restrictions on transfer and the Pooling Agreement will
provide that any attempted or purported transfer in violation of these transfer
restrictions will be null and void.
There can be no assurance that any DOL exemption will apply with respect to
any particular Plan that acquires the certificates or, even if all the
conditions specified therein were satisfied, that any such exemption would apply
to all transactions involving the trust fund. Prospective Plan investors should
consult with their legal counsel concerning the impact of ERISA, the Code and
Similar Law and the potential consequences to their specific circumstances prior
to making an investment in the certificates. Neither the depositor, the trustee,
the master servicer nor any of their respective affiliates will make any
representation to the effect that the certificates satisfy all legal
requirements with respect to the investment therein by Plans generally or any
particular Plan or to the effect that the certificates are an appropriate
investment for Plans generally or any particular Plan.
Before purchasing a certificate (other than an ERISA Restricted
Certificate, Residual Certificate or any certificate which is not rated in one
of the four highest generic rating categories by at least one of the Exemption
Rating Agencies), a fiduciary of a Plan should itself confirm that (a) all the
specific and general conditions set forth in the Exemption would be satisfied
and (b) the certificate constitutes a "certificate" for purposes of the
Exemption. In addition, a Plan fiduciary should consider its general fiduciary
obligations under ERISA in determining whether to purchase a certificate on
behalf of a Plan. Finally, a Plan fiduciary should consider the fact that the
DOL, in granting the Exemption, may not have had under its consideration
interests in pools of the exact nature of some of the certificates described
herein.
TAX EXEMPT INVESTORS
A Plan that is exempt from federal income taxation pursuant to Section 501
of the Code (a "Tax Exempt Investor") nonetheless will be subject to federal
income taxation to the extent that its income is "unrelated business taxable
income" ("UBTI") within the meaning of Section 512 of the Code. All "excess
inclusions" of a REMIC allocated to a Residual Certificate held by a Tax-Exempt
Investor will be considered UBTI and thus will be subject to federal income tax.
See "Certain Federal Income Tax Consequences -- Federal Income Tax Consequences
for REMIC Certificates -- Taxation of Residual Certificates -- Limitations on
Offset or Exemption of REMIC Income."
112
LEGAL INVESTMENT
If so specified in the related prospectus supplement, certain classes of
certificates will constitute "mortgage related securities" for purposes of the
Secondary Mortgage Market Enhancement Act of 1984, as amended ("SMMEA").
Generally, the only classes of certificates that qualify as "mortgage related
securities" will be those that:
o are rated in one of two highest rating categories by at least one
nationally recognized statistical rating organization; and
o are part of a series evidencing interests in a trust fund consisting of
loans originated by certain types of originators specified in SMMEA and
secured by first liens on real estate.
The appropriate characterization of those certificates not qualifying as
"mortgage related securities" for purposes of SMMEA ("Non-SMMEA Certificates")
under various legal investment restrictions, and thus the ability of investors
subject to these restrictions to purchase such certificates, may be subject to
significant interpretive uncertainties. 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 Non-SMMEA Certificates constitute legal investments for them.
Those classes of certificates qualifying as "mortgage related securities,"
will constitute legal investments for persons, trusts, corporations,
partnerships, associations, business trusts and business entities, including
depository institutions, insurance companies, trustees, and pension funds,
created pursuant to or existing under the laws of the United States or of any
state, including the District of Columbia and Puerto Rico, whose authorized
investments are subject to state regulation to the same extent that, under
applicable law, obligations issued by or guaranteed as to principal and interest
by the United States or any of its agencies or instrumentalities constitute
legal investments for those entities.
Under SMMEA, a number of states enacted legislation, on or prior to the
October 3, 1991 cutoff for those enactments, limiting to varying extents the
ability of certain entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to include,
in relevant part, certificates satisfying the rating and qualified originator
requirements for "mortgage related securities, " but evidencing interests in a
trust fund consisting, in whole or in part, of first liens on one or more
parcels of real estate upon which are located one or more commercial structures,
states were authorized to enact legislation, on or before September 23, 2001,
specifically referring to Section 347 and prohibiting or restricting the
purchase, holding or investment by state-regulated entities in such types of
certificates. Accordingly, the investors affected by any state legislation
overriding the preemptive effect of SMMEA will be authorized to invest in
certificates qualifying as "mortgage related securities" only to the extent
provided in such legislation.
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell, or otherwise deal in "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in those securities, and
national banks may purchase those securities for their own account without
regard to the limitations generally applicable to investment securities set
forth in 12 U.S.C. Section 24 (Seventh), subject in each case to those
regulations as the applicable federal regulatory authority may prescribe. In
this connection, the Office of the Comptroller of the Currency (the "OCC") has
amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell for
their own account, without limitation as to a percentage of the bank's capital
and surplus (but subject to compliance with certain general
113
standards in 12 C.F.R. Section 1.5 concerning "safety and soundness" and
retention of credit information), certain "Type IV securities, " defined in 12
C.F.R. Section 1.2(m) to include certain "residential mortgage-related
securities" and "commercial mortgage-related securities." As so defined,
"residential mortgage-related security" and "commercial mortgage-related
security" mean, in relevant part, "mortgage related security" within the meaning
of SMMEA, provided that, in the case of a "commercial mortgage-related
security," it "represents ownership of a promissory note or certificate of
interest or participation that is directly secured by a first lien on one or
more parcels of real estate upon which one or more commercial structures are
located and that is fully secured by interests in a pool of loans to numerous
obligors." In the absence of any rule or administrative interpretation by the
OCC defining the term "numerous obligors," no representation is made as to
whether any class of offered certificates will qualify as "commercial
mortgage-related securities, " and thus as "Type IV securities," for investment
by national banks. The National Credit Union Administration (the "NCUA") has
adopted rules, codified at 12 C.F.R. Part 703, which permit federal credit
unions to invest in "mortgage related securities," other than stripped mortgage
related securities, (unless the credit union complies with the requirements of
12 C.F.R. Section 703.16(e) for investing in those securities), residual
interests in mortgage related securities, and commercial mortgage related
securities, subject to compliance with general rules governing investment
policies and practices; however, credit unions approved for the NCUA's
"investment pilot program" under 12 C.F.R. Section 703.19 may be able to invest
in those prohibited forms of securities, while "RegFlex credit unions" may
invest in commercial mortgage related securities under certain conditions
pursuant to 12 C.F.R. Section 742.4(b)(2). The Office of Thrift Supervision (the
"OTS") has issued Thrift Bulletin 13a (December 1, 1998), "Management of
Interest Rate Risk, Investment Securities, and Derivatives Activities," and
Thrift Bulletin 73a (December 18, 2001), "Investing in Complex Securities,"
which thrift institutions subject to the jurisdiction of the OTS should consider
before investing in any of the certificates.
All depository institutions considering an investment in the certificates
should review the "Supervisory Policy Statement on Investment Securities and
End-User Derivatives Activities" (the "1998 Policy Statement") of the Federal
Financial Institutions Examination Council, which has been adopted by the Board
of Governors of the Federal Reserve System, the OCC, the Federal Deposit
Insurance Corporation and the OTS, effective May 26, 1998, and by the NCUA,
effective October 1, 1998. The 1998 Policy Statement sets forth general
guidelines which depository institutions must follow in managing risks
(including market, credit, liquidity, operational (transaction), and legal
risks) applicable to all securities (including mortgage pass-through securities
and mortgage-derivative products) used for investment purposes.
Investors whose investment activities are subject to regulation by federal
or state authorities should review rules, policies, and guidelines adopted from
time to time by those authorities before purchasing any certificates, as certain
series or classes may be deemed unsuitable investments, or may otherwise be
restricted, under those rules, policies, or guidelines (in certain instances
irrespective of SMMEA).
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or "income-paying," and, with regard to any certificates
issued in book-entry form, provisions which may restrict or prohibit investments
in securities which are issued in book-entry form.
Except as to the status of certain classes of offered certificates as
"mortgage related securities," no representations are made as to the proper
characterization of the certificates for legal investment purposes, financial
institution regulatory purposes, or other purposes, or as to the ability of
particular investors to purchase certificates under applicable legal investment
restrictions. The uncertainties described above (and any unfavorable future
determinations concerning legal investment or financial institution regulatory
characteristics of the certificates) may adversely affect the liquidity of the
certificates.
114
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 certificates constitute legal
investments or are subject to investment, capital, or other restrictions and, if
applicable, whether SMMEA has been overridden in any jurisdiction relevant to
that investor.
USE OF PROCEEDS
The net proceeds to be received from the sale of the certificates of any
series will be applied by the depositor to the purchase of the assets of the
trust fund or will be used by the depositor to cover expenses related thereto.
The depositor expects to sell the certificates from time to time, but the timing
and amount of offerings of certificates will depend on a number of factors,
including the volume of mortgage assets acquired by the depositor, prevailing
interest rates, availability of funds and general market conditions.
METHOD OF DISTRIBUTION
The certificates offered hereby and by the related prospectus supplements
will be offered in series through one or more of the methods described below.
The prospectus supplement prepared for each series will describe the method of
offering being utilized for that series and will state the net proceeds to the
depositor from such sale.
The depositor intends that offered certificates will be offered through the
following methods from time to time and that offerings may be made concurrently
through more than one of these methods or that an offering of the offered
certificates of a particular series may be made through a combination of two or
more of these methods. Such methods are as follows:
1. By negotiated firm commitment or best efforts underwriting and
public offering by one or more underwriters specified in the related
prospectus supplement;
2. By placements by the depositor with institutional investors through
dealers; and
3. By direct placements by the depositor with institutional investors.
In addition, if specified in the related prospectus supplement, the offered
certificates of a series may be offered in whole or in part to the seller of the
related mortgage assets that would comprise the trust fund for such
certificates.
If underwriters are used in a sale of any offered certificates (other than
in connection with an underwriting on a best efforts basis), such certificates
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices to be
determined at the time of sale or at the time of commitment therefor. The
managing underwriter or underwriters with respect to the offer and sale of
offered certificates of a particular series will be set forth on the cover of
the prospectus supplement relating to such series and the members of the
underwriting syndicate, if any, will be named in such prospectus supplement.
In connection with the sale of offered certificates, underwriters may
receive compensation from the depositor or from purchasers of the offered
certificates in the form of discounts, concessions or commissions. Underwriters
and dealers participating in the distribution of the offered certificates may be
deemed to be underwriters in connection with such certificates, and any
discounts or commissions received by them from the depositor and any profit on
the resale of offered certificates by them may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933, as amended.
It is anticipated that the underwriting agreement pertaining to the sale of
the offered certificates of any series will provide that the obligations of the
underwriters will be subject to certain conditions precedent, that the
underwriters will be obligated to purchase all such certificates if any
115
are purchased (other than in connection with an underwriting on a best efforts
basis) and that, in limited circumstances, the depositor will indemnify the
several underwriters and the underwriters will indemnify the depositor against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended, or will contribute to payments required to be made in respect
thereof.
The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of such offering
and any agreements to be entered into between the depositor and purchasers of
offered certificates of such series.
The depositor anticipates that the offered certificates will be sold
primarily to institutional investors. Purchasers of offered certificates,
including dealers, may, depending on the facts and circumstances of such
purchases, be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended, in connection with reoffers and sales by them of
offered certificates. Holders of offered certificates should consult with their
legal advisors in this regard prior to any such reoffer or sale.
All or part of any class of offered certificates may be acquired by the
depositor or by an affiliate of the depositor in a secondary market transaction
or from an affiliate. Such offered certificates may then be included in a trust
fund, the beneficial ownership of which will be evidenced by one or more classes
of mortgage-backed certificates, including subsequent series of certificates
offered pursuant to this prospectus and a prospectus supplement.
As to any series of certificates, only those classes rated in an investment
grade rating category by any nationally recognized rating agency will be offered
hereby. Any unrated class may be initially retained by the depositor, and may be
sold by the depositor at any time to one or institutional investors.
If and to the extent required by applicable law or regulation, this
prospectus will be used by the Underwriter in connection with offers and sales
related to market-making transactions in the offered certificates with respect
to which the Underwriter acts as principal. The Underwriter may also act as
agent in such transactions. Sales may be made at negotiated prices determined at
the time of sales.
LEGAL MATTERS
Unless otherwise specified in the related prospectus supplement, certain
legal matters in connection with the certificates of each series, including
certain federal income tax consequences, will be passed upon for the depositor
by Cadwalader, Wickersham & Taft LLP or Latham & Watkins LLP.
FINANCIAL INFORMATION
A new trust fund will be formed with respect to each series of
certificates, and no trust fund will engage in any business activities or have
any assets or obligations prior to the issuance of the related series of
certificates. Accordingly, no financial statements with respect to any trust
fund will be included in this Prospectus or in the related prospectus
supplement. The depositor has determined that its financial statements will not
be material to the offering of any offered certificates.
RATING
It is a condition to the issuance of any class of offered certificates that
they shall have been rated not lower than investment grade, that is, in one of
the four highest rating categories, by at least one nationally recognized rating
agency.
Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders thereof of all collections on the underlying mortgage
assets to which such holders are entitled. These ratings address the structural,
legal and issuer-related aspects associated with such certificates, the nature
of the underlying mortgage assets and the credit quality of the guarantor, if
any. Ratings on
116
mortgage pass-through certificates do not represent any assessment of the
likelihood of principal prepayments by borrowers or of the degree by which such
prepayments might differ from those originally anticipated. As a result,
certificateholders might suffer a lower than anticipated yield, and, in
addition, holders of interest-only might, in extreme cases fail to recoup their
initial investments. Furthermore, ratings on mortgage pass-through certificates
do not address the price of such certificates or the suitability of such
certificates to the investor.
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
organization. Each security rating should be evaluated independently of any
other security rating.
117
INDEX OF DEFINED TERMS
PAGE
----
1986 Act ................................................................. 80
1998 Policy Statement .................................................... 114
Accrual Certificates ..................................................... 35
Accrued Certificate Interest ............................................. 35
Act ...................................................................... 72
ADA ...................................................................... 75
affiliate ................................................................ 112
ARM Loans ................................................................ 24
Available Distribution Amount ............................................ 34
Bankruptcy Code .......................................................... 68
Book-Entry Certificates .................................................. 34
Cash Flow Agreement ...................................................... 27
Certificate Account ...................................................... 26
Certificate Balance ...................................................... 36
Certificate Owner ........................................................ 41
Code ..................................................................... 77
Companion Class .......................................................... 37
Controlled Amortization Class ............................................ 37
CPR ...................................................................... 31
Credit Support ........................................................... 27
Cut-off Date ............................................................. 36
DBNY ..................................................................... 109
DBSI ..................................................................... 109
Debt Service Coverage Ratio .............................................. 21
Definitive Certificates .................................................. 34
Determination Date ....................................................... 28,35
Disqualified Organization ................................................ 91
Distribution Date Statement .............................................. 38
DOL ...................................................................... 108
DTC Participants ......................................................... 41
DTC ...................................................................... 40
Due Period ............................................................... 28
due-on-sale .............................................................. 67,73
electing large partnership ............................................... 91-92
Equity Participation ..................................................... 24
ERISA Plans .............................................................. 108
ERISA Restricted Certificates ............................................ 111
ERISA .................................................................... 108
Events of Default ........................................................ 57
Excess Funds ............................................................. 33
excess servicing ......................................................... 102
Exemption Rating Agencies ................................................ 110
Exemption ................................................................ 109
FAMC ..................................................................... 25
FHLMC .................................................................... 25
Financial Intermediary ................................................... 41
FNMA ..................................................................... 25
Garn Act ................................................................. 73
GNMA ..................................................................... 25
Insurance Proceeds ....................................................... 49
PAGE
----
IRS ...................................................................... 52
Letter of Credit Bank .................................................... 62
Liquidation Proceeds ..................................................... 49
Loan-to-Value Ratio ...................................................... 22
Lock-out Date ............................................................ 24
Lock-out Period .......................................................... 24
MBS Agreement ............................................................ 25
MBS Issuer ............................................................... 25
MBS Servicer ............................................................. 25
MBS Trustee .............................................................. 25
MBS ...................................................................... 20
NCUA ..................................................................... 114
Net Leases ............................................................... 22
Net Operating Income ..................................................... 22
Non-U.S. Person .......................................................... 97
Nonrecoverable Advance ................................................... 38
OCC ...................................................................... 113
OID Regulations .......................................................... 81
OTS ...................................................................... 114
Parties in Interest ...................................................... 108
Pass-Through Entity ...................................................... 91
Percentage Interest ...................................................... 35
Permitted Investments .................................................... 48
Plan Asset Regulations ................................................... 108
Plan Assets .............................................................. 108
Plans .................................................................... 108
Pooling Agreement ........................................................ 43
Prepayment Assumption .................................................... 82
Prepayment Interest Shortfall ............................................ 28
Prepayment Premium ....................................................... 24
Purchase Price ........................................................... 45
Record Date .............................................................. 35
Regular Certificateholder ................................................ 80
Regular Certificates ..................................................... 77,98
Related Proceeds ......................................................... 37
Relief Act ............................................................... 75
REMIC Certificates ....................................................... 77
REMIC Pool ............................................................... 77
REMIC Regulations ........................................................ 77
REMIC .................................................................... 77
REO Property ............................................................. 46
Residual Certificateholders .............................................. 87
Residual Certificates .................................................... 77
Service .................................................................. 79
Similar Law .............................................................. 108
SMMEA .................................................................... 113
SPA ...................................................................... 31
Standard Certificateholder ............................................... 100
Standard Certificates .................................................... 100
Stripped Certificateholder ............................................... 105
118
PAGE
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Stripped Certificates .................................................... 103
Tax Exempt Investor ...................................................... 112
Tax Favored Plans ........................................................ 108
Title V .................................................................. 74
Treasury ................................................................. 77
U.S. Person .............................................................. 93-94
PAGE
----
UBTI ..................................................................... 112
UCC ...................................................................... 64
Underwriter .............................................................. 110
Value .................................................................... 22
Voting Rights ............................................................ 40
Warranting Party ......................................................... 45
119
This diskette relates to the prospectus supplement in regard to the COMM
2005-C6, Commercial Mortgage Pass-Through Certificates. This diskette should be
reviewed only in conjunction with the entire prospectus supplement. This
diskette does not contain all relevant information relating to the underlying
Mortgage Loans. Such information is described elsewhere in the prospectus
supplement. Any information contained on this diskette will be more fully
described elsewhere in the prospectus supplement. The information on this
diskette should not be viewed as projections, forecasts, predictions or opinions
with respect to value. Prior to making any investment decision, a prospective
investor shall receive and should carefully review the prospectus supplement.
"Annex A COMM 2005-C6.xls" is a Microsoft Excel*, Version 5.0 spreadsheet that
provides in electronic format certain loan-level information shown in Annex A,
as well as certain Mortgage Loan and Mortgaged Property information shown in
Annex A. This spreadsheet can be put on a user-specified hard drive or network
drive. Open this file as you would normally open any spreadsheet in Microsoft
Excel. After the file is opened, a disclaimer will be displayed. READ THE
DISCLAIMER CAREFULLY.
NOTHING IN THIS DISKETTE SHOULD BE CONSIDERED AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY THE CERTIFICATES.
- ----------
* Microsoft is a registered trademark of Microsoft Corporation.
================================================================================
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS AND
PROSPECTUS SUPPLEMENT. YOU MUST NOT RELY ON ANY AUTHORIZED INFORMATION OR
REPRESENTATIONS. THIS PROSPECTUS AND PROSPECTUS SUPPLEMENT IS AN OFFER TO SELL
ONLY THE OFFERED CERTIFICATES, BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS
WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS PROSPECTUS AND
PROSPECTUS SUPPLEMENT IS CURRENT ONLY AS OF ITS DATE.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Executive Summary ..................................................... S-5
Summary of the Prospectus Supplement .................................. S-10
Risk Factors .......................................................... S-34
Description of the Mortgage Pool ...................................... S-70
Description of the Offered Certificates ............................... S-123
Yield and Maturity Considerations ..................................... S-149
The Pooling and Servicing Agreement ................................... S-164
Use of Proceeds ....................................................... S-209
Certain Federal Income Tax Consequences ............................... S-209
ERISA Considerations .................................................. S-211
Legal Investment ...................................................... S-213
Method of Distribution ................................................ S-215
Legal Matters ......................................................... S-216
Ratings ............................................................... S-216
Legal Aspects of Mortgage Loans ....................................... S-217
Index of Defined Terms ................................................ S-218
UNTIL THE DATE THAT IS NINETY DAYS FROM THE DATE OF THIS PROSPECTUS SUPPLEMENT,
ALL DEALERS THAT BUY, SELL OR TRADE THE OFFERED CERTIFICATES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS'
OBLIGATION TO DELIVER A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
================================================================================
================================================================================
$2,102,782,000 (APPROXIMATE)
DEUTSCHE BANK SECURITIES
GMAC COMMERCIAL MORTGAGE CORPORATION
PNC CAPITAL MARKETS, INC.
CREDIT SUISSE FIRST BOSTON
JPMORGAN
WACHOVIA SECURITIES
COMM 2005-C6
COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES
-------------------------------------------------
PROSPECTUS SUPPLEMENT
-------------------------------------------------
, 2005
================================================================================