-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HBHualMc+J5zgY87rDUgfgua6zY95rQ0hC9JADgWLfF5qHU0EfV8TTGe49cEB/mm grW4BFiP+71q0ryUn0bLPA== 0000889812-99-001762.txt : 19990608 0000889812-99-001762.hdr.sgml : 19990608 ACCESSION NUMBER: 0000889812-99-001762 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DLJ COMMERCIAL MORTGAGE CORP CENTRAL INDEX KEY: 0001042500 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 133956945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B5 SEC ACT: SEC FILE NUMBER: 333-59167 FILM NUMBER: 99640968 BUSINESS ADDRESS: STREET 1: 277 PARK AVE STREET 2: C/O DONALDSON LUFKIN & JENRETTE CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 2128923000 MAIL ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10172 SERIAL COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DLJ COMMERCIAL MORT COMM PASS THR CER SER 1999-CG2 CENTRAL INDEX KEY: 0001088027 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B5 SEC ACT: SEC FILE NUMBER: 333-59167-03 FILM NUMBER: 99641074 BUSINESS ADDRESS: STREET 1: 277 PARK AVE STREET 2: C/O DONALDSON LUFKIN & JENRETTE CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 2128923000 MAIL ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10172 424B5 1 PROSPECTUS SUPPLEMENT AND PROSPECTUS File Pursuant to Rule 424(b)(5) Registration Statement No. 333-59167 THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL WE DELIVER A FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS ARE NOT AN OFFER TO SELL THESE SECURITIES AND ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED JUNE 3, 1999 PROSPECTUS SUPPLEMENT (to Prospectus dated June 3, 1999) $1,383,761,000 (Approximate) DLJ Commercial Mortgage Corp., the Depositor DLJ Commercial Mortgage Trust 1999-CG2, the Trust Commercial Mortgage Pass-Through Certificates, Series 1999-CG2 The Depositor will establish the Trust. The Trust will issue the eight (8) classes of "Offered Certificates" described in the table below, together with twelve (12) additional classes of "Private Certificates". The Offered Certificates are the only securities offered pursuant to this prospectus supplement. This prospectus supplement may be used to offer and sell the Offered Certificates only if accompanied by the Depositor's prospectus dated June 3, 1999. The Depositor will not list the Offered Certificates on any national securities exchange or any automated quotation system of any registered securities association such as NASDAQ. The Private Certificates are not offered by this prospectus supplement. The Class A-2, Class A-3, Class A-4, Class B-1 and Class B-2 Certificates will, in the case of each such class, be subordinate to, and provide credit enhancement for, each other class of Offered Certificates listed above it in the table below. The assets of the Trust will include a pool of 343 fixed rate, monthly pay mortgage loans secured by first mortgage liens on fee and/or leasehold interests in various commercial and multifamily rental properties. The mortgage pool will have an "Initial Pool Balance" of approximately $1,550,432,654. The mortgage loans and related mortgaged properties are more fully described in this prospectus supplement. No governmental agency or instrumentality has insured or guaranteed the Offered Certificates or the underlying mortgage loans. The Offered Certificates will represent interests in the Trust only and will not represent an interest in or obligations of any other party. ---------------------------
Initial Aggregate Month of Certificate Principal Initial Pass- Assumed Balance or Pass- Through Ratings Final Offered Certificate Through Rate (Moody's/ Distribution Certificates Notional Amount(1) Rate(3) Description(4) Fitch)(7) Date(8) - ------------ --------------------- ------- -------------- --------- ------------ Class S..... $1,550,432,654 % Aaa/AAA Class A-1A.. $ 241,610,000 % Aaa/AAA Class A-1B.. $ 890,205,000 % Aaa/AAA Class A-2... $ 69,770,000 % Aa2/AA Class A-3... $ 81,398,000 % A2/A Class A-4... $ 19,380,000 % A3/A- Class B-1... $ 58,141,000 % Baa2/BBB Class B-2... $ 23,257,000 % Baa3/BBB-
(footnotes to table on next page) ------------------------------ You should fully consider the risk factors beginning on page S-37 in this prospectus supplement prior to investing in the Offered Certificates. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. ------------------------------ Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") and Goldman, Sachs & Co. ("Goldman Sachs"; and, together with DLJSC, the "Underwriters") will purchase the Offered Certificates from the Depositor, subject to the satisfaction of certain conditions. Each Underwriter currently intends to sell its allocation of the Offered Certificates from time to time in 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 will be an amount equal to approximately % of the initial aggregate Certificate Principal Balance of the Offered Certificates, plus accrued interest, before deducting expenses payable by the Depositor. See "Method of Distribution" in this Prospectus Supplement. Donaldson, Lufkin & Jenrette Goldman, Sachs & Co. The date of this Prospectus Supplement is June , 1999. Footnotes to the Table on the Cover of this Prospectus Supplement: (1) The actual initial aggregate Certificate Principal Balance or Certificate Notional Amount of any class of Offered Certificates at the date of issuance may be larger or smaller than the amount shown, depending on the actual size of the Initial Pool Balance. The Initial Pool Balance may be as much as 5% larger or smaller than the amount presented in this prospectus supplement. The terms "Certificate Principal Balance" and "Certificate Notional Amount" have the meanings specified in this prospectus supplement under "Description of the Offered Certificates--General". (2) The Class S Certificates will not have Certificate Principal Balances and will not entitle the holders thereof to any distributions of principal. The Class S Certificates will accrue interest on an aggregate Certificate Notional Amount that is equal to the aggregate Certificate Principal Balance outstanding from time to time of all those Certificates that have Certificate Principal Balances. (3) The Pass-Through Rates shown in the table on the cover page for the Class S, Class , Class , Class and Class Certificates are the rates applicable for distributions to be made in July 1999. The Pass-Through Rates for those classes will be variable or otherwise subject to change as described under "Description of the Offered Certificates--Distributions--Calculation of Pass-Through Rates" in this Prospectus Supplement. The Pass-Through Rates for the Class , Class and Class Certificates are fixed at the respective rates per annum specified in the table. (4) In addition to distributions of interest, the holders of one or more classes of the Offered Certificates may be entitled to receive a portion of any prepayment premiums or yield maintenance charges received from time to time on the underlying mortgage loans. See "Description of the Offered Certificates--Distributions--Distributions of Prepayment Premiums and Yield Maintenance Charges" in this prospectus supplement. (5) "WAC Cap" refers to a Pass-Through Rate that is, from time to time, equal to the lesser of the initial Pass-Through Rate for the subject class of Certificates and a weighted average coupon derived from certain net interest rates on the underlying mortgage loans. (6) "WAC" refers to a Pass-Through Rate that is, from time to time, equal to a weighted average coupon derived from certain net interest rates on the underlying mortgage loans. (7) By Moody's Investors Service, Inc. ("Moody's") and Fitch IBCA, Inc. ("Fitch"; and, together with Moody's, the "Rating Agencies"). See "Ratings" in this Prospectus Supplement. (8) "Assumed Final Distribution Date" has the meaning specified in this prospectus supplement under "Summary of Prospectus Supplement--Relevant Dates and Periods". The Rated Final Distribution Date, which is also defined under "Summary of Prospectus Supplement--Relevant Dates and Periods" in this prospectus supplement, will occur in June 2032. IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS Information about the Offered Certificates is contained in two separate documents, each of which provides summary information in the front part thereof and more detailed information in the text that follows: (a) the accompanying prospectus dated June 3, 1999 (the "Prospectus"), which provides general information, some of which may not apply to the Offered Certificates; and (b) this prospectus supplement dated June , 1999 (this "Prospectus Supplement"), which describes the specific terms of the Offered Certificates. You should read both the Prospectus and this Prospectus Supplement in full to obtain material information concerning the Offered Certificates. If the descriptions of the Offered Certificates vary between this Prospectus Supplement and the Prospectus, you should rely on the information contained in this Prospectus Supplement. You should only rely on the information contained in this Prospectus Supplement and the Prospectus. The Depositor has not authorized any person to give any information or to make any representation that is different from the information contained in this Prospectus Supplement or the Prospectus. This Prospectus Supplement and the Prospectus include cross-references to sections in these materials where you can find further related discussions. The Table of Contents in this Prospectus Supplement and the Prospectus identify the pages where these sections are located. S-2 This Prospectus Supplement uses certain capitalized terms that are defined either in a different section of this Prospectus Supplement or in the Prospectus. Each of this Prospectus Supplement and the Prospectus includes an "Index of Principal Definitions" that identifies where to locate the definitions for those capitalized terms that are most significant or are most commonly used. FORWARD-LOOKING STATEMENTS This Prospectus Supplement and the Prospectus include words such as "expects", "intends", "anticipates", "estimates" and similar words and expressions. Such words and expressions are intended to identify forward-looking statements. Any forward-looking statements are made subject to risks and uncertainties which could cause actual results to differ materially from those stated. Such risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in customer preferences, many of which are beyond the control of the Depositor, the Master Servicer, the Special Servicer, the Trustee or any related borrower. The forward-looking statements made in this Prospectus Supplement are made as of the date stated on the cover of this Prospectus Supplement. The Depositor has no obligation to update or revise any such forward-looking statement. ------------------------------ The Depositor has filed with the Securities and Exchange Commission (the "SEC") a registration statement (of which this Prospectus Supplement and the Prospectus form a part) under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Offered Certificates. This Prospectus Supplement and the Prospectus do not contain all of the information contained in the registration statement. For further information regarding the documents referred to in this Prospectus Supplement and the Prospectus, you should refer to the registration statement and the exhibits thereto. The registration statement and such exhibits can be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC at its Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its Regional Offices located at: Chicago Regional Office, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661; and New York Regional Office, Seven World Trade Center, New York, New York 10048. Copies of such materials can also be obtained electronically through the SEC's Internet Web Site (http:\\www.sec.gov). ------------------------------ The Underwriters are offering the Offered Certificates subject to prior sale, when, as and if delivered to and accepted by them, and subject to certain other conditions. DLJSC and Goldman Sachs are acting as co-lead managers and co-bookrunners. It is expected that the Depositor will deliver the Offered Certificates in book-entry form only through the facilities of The Depository Trust Company (in the United States) or Cedel Bank, Societe Anonyme or the Euroclear System (in Europe), on or about June 22, 1999, against payment therefor in immediately available funds. ------------------------------ S-3 TABLE OF CONTENTS Page ---- IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS................................................S-2 FORWARD-LOOKING STATEMENTS...................................................S-3 EXECUTIVE SUMMARY............................................................S-6 SUMMARY OF PROSPECTUS SUPPLEMENT.....................................................S-7 RISK FACTORS................................................................S-37 Risks Related to the Offered Certificates..........................S-37 Risks Related to the Mortgage Loans................................S-41 DESCRIPTION OF THE MORTGAGE POOL............................................S-59 General............................................................S-59 Certain Terms and Conditions of the Mortgage Loans..............................................S-63 Certain Mortgage Pool Characteristics..............................S-70 Additional Mortgage Loan Information...............................S-76 Certain Underwriting Matters.......................................S-78 Cash Management and Certain Escrows and Reserves....................................S-83 Significant Mortgage Loans.........................................S-85 The Mortgage Loan Sellers and the Originators.............................................S-94 Assignment of the Mortgage Loans...................................S-96 Representations and Warranties.....................................S-97 Cures, Repurchases and Substitutions...............................S-98 Changes in Mortgage Pool Characteristics..........................S-100 SERVICING OF THE MORTGAGE LOANS............................................S-100 General...........................................................S-100 The Master Servicer and the Special Servicer...........................................S-103 Servicing and Other Compensation and Payment of Expenses........................................S-103 Modifications, Waivers, Amendments and Consents........................................S-108 The Controlling Class Representative..............................S-110 Replacement of the Special Servicer...............................S-113 Sale of Defaulted Mortgage Loans..................................S-113 Inspections; Collection of Operating Information..........................................S-114 Evidence as to Compliance.........................................S-115 Sale of Master Servicing Rights...................................S-115 DESCRIPTION OF THE OFFERED CERTIFICATES....................................................S-115 General...........................................................S-115 Registration and Denominations....................................S-118 Delivery, Form and Denomination...................................S-118 Seniority.........................................................S-120 Certain Relevant Characteristics of the Mortgage Loans..........................................S-122 Distributions.....................................................S-123 Allocation of Losses and Certain Other Shortfalls and Expenses..........................S-132 P&I Advances......................................................S-133 Appraisal Reductions..............................................S-134 Reports to Certificateholders; Certain Available Information..................................S-136 Voting Rights.....................................................S-138 Termination.......................................................S-138 The Trustee.......................................................S-139 YIELD AND MATURITY CONSIDERATIONS..........................................................S-140 Yield Considerations..............................................S-140 Weighted Average Lives of Certain Classes of Offered Certificates........................S-143 The Maturity Assumptions..........................................S-144 Yield Sensitivity of the Class S Certificates.......................................S-145 USE OF PROCEEDS............................................................S-146 FEDERAL INCOME TAX CONSEQUENCES........................................................S-146 General...........................................................S-146 Discount and Premium; Prepayment Consideration.......................................S-147 Constructive Sales of Class S Certificates........................S-148 Characterization of Investments in Offered Certificates........................................S-148 Possible Taxes on Income From Foreclosure Property and Other Taxes...........................S-148 Taxation of Foreign Certificateholders............................S-149 CERTAIN ERISA CONSIDERATIONS...............................................S-150 LEGAL INVESTMENT...........................................................S-153 METHOD OF DISTRIBUTION.....................................................S-154 S-4 Page ---- LEGAL MATTERS..............................................................S-155 RATINGS....................................................................S-155 INDEX OF PRINCIPAL DEFINITIONS.............................................S-157 EXHIBIT A-1-- Certain Characteristics of Mortgage Loans and Mortgaged Properties.............................................A-1-1 EXHIBIT A-2-- Mortgage Pool Information..............................................A-2-1 EXHIBIT B-- Form of Trustee Report...................................................B-1 EXHIBIT C-- Decrement Tables for Certain Classes of Offered Certificates...............................................C-1 EXHIBIT D-- Price/Yield Tables for the Class S Certificates..................................................D-1 EXHIBIT E-- Summary Term Sheet.......................................................E-1 S-5 EXECUTIVE SUMMARY This Executive Summary summarizes selected information relating to the Offered Certificates. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of the offering of the Offered Certificates, you should read carefully this Prospectus Supplement and the Prospectus in full.
Initial Aggregate Certificate Principal Balance or Approx. Approx. Initial Weighted Certificate % of Initial Pass-Through Pass- Average Notional Initial Pool Credit Rate Through Life Principal Class Ratings (1) Amount (2) Balance Support (3) Description Rate (years)(4) Window(4) - ----- ----------- ----------------- ------------ ----------- ------------ ------- ---------- --------- Offered Certificates S Aaa/AAA $1,550,432,654(5) N/A N/A % A-1A Aaa/AAA $ 241,610,000 15.58% 27.00% % A-1B Aaa/AAA $ 890,205,000 57.42% 27.00% % A-2 Aa2/AA $ 69,770,000 4.50% 22.50% % A-3 A2/A $ 81,398,000 5.25% 17.25% % A-4 A3/A- $ 19,380,000 1.25% 16.00% % B-1 Baa2/BBB $ 58,141,000 3.75% 12.25% % B-2 Baa3/BBB- $ 23,257,000 1.50% 10.75% % Private Certificates--Not Offered Hereby (8) B-3 (9) $ 38,760,000 2.50% (9) % (9) (9) B-4 (9) $ 31,009,000 2.00% (9) % (9) (9) B-5 (9) $ 15,504,000 1.00% (9) % (9) (9) B-6 (9) $ 19,381,000 1.25% (9) % (9) (9) B-7 (9) $ 15,504,000 1.00% (9) % (9) (9) B-8 (9) $ 15,505,000 1.00% (9) % (9) (9) C (9) $ 31,008,654 2.00% N/A % (9) (6)
- ---------- (1) Ratings shown are those of Moody's and Fitch, respectively. (2) The actual initial aggregate Certificate Principal Balance or Certificate Notional Amount of any class of Certificates at the date of issuance may be larger or smaller than the amount shown above, depending on the actual size of the Initial Pool Balance. The actual size of the Initial Pool Balance may be as much as 5% larger or smaller than the amount presented in this Prospectus Supplement. (3) Represents the initial aggregate Certificate Principal Balance (expressed as a percentage of the Initial Pool Balance) of all classes of Certificates subordinate to the indicated class. (4) Based on the assumptions that each borrower timely makes all payments on its underlying mortgage loan, that each underlying mortgage loan with an Anticipated Repayment Date (as defined under "Summary of Prospectus Supplement--The Mortgage Loans and Mortgaged Properties" in this Prospectus Supplement) is paid in full on such date, and that no underlying mortgage loan is otherwise prepaid prior to stated maturity. Further based on the other Maturity Assumptions (as defined under "Yield and Maturity Considerations" in this Prospectus Supplement). (5) Aggregate Certificate Notional Amount. (6) "WAC Cap" refers to a Pass-Through Rate that is, from time to time, equal to the lesser of the initial Pass-Through Rate (or % for Class ) for the subject class of Certificates and a weighted average coupon derived from certain net interest rates on the underlying mortgage loans. (7) "WAC" refers to a Pass-Through Rate that is, from time to time, equal to a weighted average coupon derived from certain net interest rates on the underlying mortgage loans. (8) The Private Certificates will also include the Class D-1, Class D-2, Class R-I, Class R-II and Class R-III Certificates, which are not shown above. Such Private Certificates do not have Certificate Principal Balances or Pass-Through Rates. (9) Not presented. S-6 SUMMARY OF PROSPECTUS SUPPLEMENT This summary contains selected information from this Prospectus Supplement. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of the offering of the Offered Certificates, you should read carefully this Prospectus Supplement and the Prospectus in full. Overview of the Transaction Establishment of the Trust.... The Depositor is establishing a trust, to be designated as DLJ Commercial Mortgage Trust 1999-CG2 (the "Trust"). The assets of the Trust (collectively, the "Trust Fund") will primarily consist of a pool (the "Mortgage Pool") of certain multifamily rental and commercial mortgage loans having the characteristics described in this Prospectus Supplement (the "Mortgage Loans"). Issuance of the Certificates.. The Depositor is establishing the Trust for purposes of issuing the Series 1999-CG2 Commercial Mortgage Pass-Through Certificates (the "Certificates") in multiple classes (each, a "Class"). The Certificates will, in the aggregate, represent the entire beneficial ownership of the Trust. The registered holders of the Certificates are "Holders" or "Certificateholders". Governing Document............ The governing document for purposes of establishing the Trust and issuing the Certificates will be a Pooling and Servicing Agreement to be dated as of the Cut-off Date, between the Depositor, the Trustee, the REMIC Administrator, the Master Servicer and the Special Servicer (the "Pooling Agreement"). See "--The Relevant Parties" and "--Relevant Dates and Periods" below. The Pooling Agreement will also govern the servicing and administration of the Mortgage Loans and the other assets of the Trust. The Depositor will file a copy of the Pooling Agreement with the SEC as an exhibit to a Current Report on Form 8-K (the "Form 8-K"), within 15 days after the initial issuance of the Offered Certificates. The SEC will make the Form 8-K and its exhibits available to the public for inspection. Relevant Parties Depositor..................... DLJ Commercial Mortgage Corp., a Delaware corporation and an affiliate of both Column (one of the Mortgage Loan Sellers described below) and DLJSC. The Depositor's address is 277 Park Avenue, 9th Floor, New York, New York 10172 and its telephone number is (212) 892-3000. See "The Depositor" in the Prospectus. Master Servicer............... GE Capital Loan Services, Inc., a Delaware corporation and an affiliate of GECA (one of the Mortgage Loan Sellers described below). See "Servicing of the Mortgage Loans--The Master Servicer and the Special Servicer" in this Prospectus Supplement. S-7 Special Servicer.............. Banc One Mortgage Capital Markets, LLC, a Delaware limited liability company. See "Servicing of the Mortgage Loans--The Master Servicer and the Special Servicer" in this Prospectus Supplement. The Holders of Certificates representing a majority interest in the Controlling Class will have the right, subject to certain conditions described in this Prospectus Supplement, to replace the Special Servicer and, further, to select a representative that may direct and advise the Special Servicer on various servicing matters. At any particular time, the "Controlling Class" will, in general, be the most subordinate Class of the Certificates (other than the Class D-1, Class D-2, Class S, Class R-I, Class R-II and Class R-III Certificates) then outstanding that has a then-current aggregate Certificate Principal Balance that is not less than 25% of such Class' initial aggregate Certificate Principal Balance. This Prospectus Supplement discusses Appraisal Reduction Amounts under "Description of the Offered Certificates-- Appraisal Reductions". See also "Servicing of the Mortgage Loans--Replacement of the Special Servicer" and "--The Controlling Class Representative" in this Prospectus Supplement. Trustee and REMIC Administrator................ Norwest Bank Minnesota, National Association, a national banking association. See "Description of the Offered Certificates--The Trustee" in this Prospectus Supplement. The Trustee will also have certain duties with respect to REMIC administration (in such capacity, the "REMIC Administrator"). Mortgage Loan Sellers......... GE Capital Access, Inc. ("GECA"), a Delaware corporation and an affiliate of the Master Servicer; Column Financial, Inc. ("Column"), a Delaware corporation and an affiliate of both the Depositor and DLJSC; and Goldman Sachs Mortgage Company ("GSMC"), a New York limited partnership and an affiliate of Goldman Sachs. The Mortgage Loan Sellers will sell their respective Mortgage Loans to the Depositor, which will, in turn, transfer them to the Trust. The Mortgage Loans to be sold by GECA are called the "GECA Mortgage Loans", the Mortgage Loans to be sold by Column are called the "Column Mortgage Loans" and the Mortgage Loans to be sold by GSMC are called the "GSMC Mortgage Loans". Mortgage Number of % of Initial Loan Seller Mortgage Loans Pool Balance ----------- -------------- ------------ GECA 121 45.5% Column 176 37.2% GSMC 46 17.2% GECA acquired all of the GECA Mortgage Loans from its parent, General Electric Capital Corporation ("GECC"), by capital contribution. Column either originated all of the Column Mortgage Loans or acquired them, directly or through an affiliate thereof, from the related originator. GSMC acquired all of the GSMC Mortgage Loans, directly or through an affiliate thereof, from the related originator. See "Description of the S-8 Mortgage Pool--The Mortgage Loan Sellers and the Originators" in this Prospectus Supplement. Originators................... Each Mortgage Loan was originated by one of the following parties (collectively, the "Originators"): o GECC originated all of the GECA Mortgage Loans. o Column originated one hundred sixty-seven (167) of the Column Mortgage Loans, representing 35.6% of the Initial Pool Balance. o Union Capital Investments, LLC ("Union Capital") originated nine (9) of the Column Mortgage Loans, representing 1.6% of the Initial Pool Balance. o Archon Financial, L.P. ("Archon Financial") originated forty-two (42) of the GSMC Mortgage Loans, representing 15.5% of the Initial Pool Balance. o Bankers Mutual, a division of Franchise Mortgage Acceptance Company ("FMAC"), originated three (3) of the GSMC Mortgage Loans, representing 1.6% of the Initial Pool Balance. o Central Park Capital, L.P. ("Central Park") originated one (1) of the GSMC Mortgage Loans, representing 0.1% of the Initial Pool Balance. See "The Mortgage Loan Sellers and the Originators" in this Prospectus Supplement. Relevant Dates and Periods Cut-off Date.................. June 1, 1999. The Cut-off Date is the date as of which the Depositor will establish the Trust. Closing Date.................. On or about June 22, 1999. The Closing Date is the date on which the Offered Certificates will initially be issued. Distribution Date............. With respect to any calendar month (beginning with July 1999), the later of (i) the tenth day of such month (or, if such tenth day is not a business day, then the next succeeding business day) and (ii) the fourth business day following the Determination Date in such month. The Distribution Date is the date during any such calendar month on which distributions are to be made on the Certificates. Record Date................... With respect to any Distribution Date, the last business day of the calendar month immediately preceding the month in which such Distribution Date occurs. The Record Date is relevant for establishing which Holders of the Certificates are entitled to receive distributions on the related Distribution Date. S-9 Determination Date............ With respect to any calendar month (beginning with July 1999), the fourth day of such calendar month (or, if any such fourth day is not a business day, the immediately preceding business day). The Determination Date is relevant for purposes of establishing the end of the Collection Period for the next succeeding Distribution Date. Collection Period............. With respect to any Distribution Date, the period that begins immediately following the Determination Date in the calendar month prior to the month in which such Distribution Date occurs and continues through and includes the Determination Date in the calendar month in which such Distribution Date occurs, except that the first Collection Period begins immediately following the Cut-off Date. Amounts available for distribution on any Distribution Date will be a function of the payments and other collections received, and any advances of payments due, in respect of the Mortgage Loans during the related Collection Period. Interest Accrual Period....... With respect to any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs. The amount of interest distributable with respect to the interest-bearing Certificates on any Distribution Date will be a function of the interest accrued during the related Interest Accrual Period. Rated Final Distribution Date......................... The Distribution Date in June 2032. The Rated Final Distribution Date is set at the first Distribution Date following the third anniversary of the end of the amortization term for the Mortgage Loan with the longest remaining amortization term as of the Closing Date. Each rating assigned to the Offered Certificates will represent the respective Rating Agency's assessment of the likelihood of timely receipt by the Holders thereof of all interest to which they are entitled on each Distribution Date and, except in the case of the Class S Certificates, the ultimate receipt by the Holders thereof of all principal to which they are entitled by the Rated Final Distribution Date. Assumed Final Distribution Date......................... With respect to any Class of Certificates, the Distribution Date on which the Holders of such Certificates would be expected to receive their last distribution based upon-- o the assumption that each borrower timely makes all payments on its Mortgage Loan; o the assumption that each Mortgage Loan with an Anticipated Repayment Date is paid in full on that date; o the assumption that no borrower otherwise prepays its Mortgage Loan prior to stated maturity; and o the other Maturity Assumptions set forth under "Yield and Maturity Considerations" in this Prospectus Supplement. S-10 The Assumed Final Distribution Date for each Class of Offered Certificates is the Distribution Date occurring in the calendar month and year set forth below for such Class. Month of Assumed Final Class Distribution Date ---------- ----------------- Class S Class A-1A Class A-1B Class A-2 Class A-3 Class A-4 Class B-1 Class B-2 Overview of the Certificates General....................... The Certificates will consist of twenty (20) Classes, only eight (8) of which are being offered pursuant to this Prospectus Supplement and the Prospectus. Those Certificates that are being so offered pursuant to this Prospectus Supplement and the Prospectus are the "Offered Certificates". The Depositor does not intend to register any of the remaining Classes of Certificates (collectively, the "Private Certificates") under the Securities Act and is not offering such Certificates pursuant to this Prospectus Supplement or the Prospectus. The Depositor has included information regarding the Private Certificates in this Prospectus Supplement because of its potential relevance to an investment decision with respect to the Offered Certificates. The Offered Certificates...... Each Class of Offered Certificates will have the approximate initial aggregate Certificate Principal Balance or Certificate Notional Amount set forth below and will accrue interest at an annual rate (the "Pass-Through Rate") set forth or otherwise described below: S-11 Approx. Initial Aggregate Certificate Principal Pass- Balance or Certificate Through Class Notional Amount(1) Rate ---------- ---------------------- ------- Class S N/A(2) Class A-1A $241,610,000 Class A-1B $890,205,000 Class A-2 $ 69,770,000 Class A-3 $ 81,398,000 Class A-4 $ 19,380,000 Class B-1 $ 58,141,000 Class B-2 $ 23,257,000 _______________ (1) The actual initial aggregate Certificate Principal Balance or Certificate Notional Amount of any Class of Offered Certificates at the date of issuance may be larger or smaller than the amount shown above, depending on the actual size of the Initial Pool Balance. The actual size of the Initial Pool Balance may be as much as 5% larger or smaller than the amount presented in this Prospectus Supplement. (2) The Class S Certificates will accrue interest based on an aggregate Certificate Notional Amount equal to the aggregate Certificate Principal Balance outstanding from time to time of all those Certificates that have Certificate Principal Balances. (3) The Pass-Through Rate shown above for the Class S Certificates is the rate applicable for the Distribution Date in July 1999. The Pass-Through Rate for such Class will be variable as described under "Description of the Offered Certificates--Distributions-- Calculation of Pass-Through Rates" in this Prospectus Supplement. In general, the Pass-Through Rate for such Class will equal the weighted average of the strip rates at which interest accrues on the respective components of the aggregate Certificate Notional Amount of the Class S Certificates from time to time. (4) Fixed Pass-Through Rate. (5) The Pass-Through Rates shown above for the Class and Class Certificates are the rates applicable for the Distribution Date in July 1999. The Pass- Through Rate for each such Class will be subject to change as described under "Description of the Offered Certificates--Distributions--Calculation of Pass-Through Rates" in this Prospectus Supplement. In general, the Pass-Through Rate for each such Class will equal the lesser of the rate per annum specified above for such Class (or % for Class ) and a weighted average coupon derived from certain net interest rates on the Mortgage Loans. (6) The Pass-Through Rates shown above for the Class and Class Certificates are the rates applicable for the Distribution Date in July 1999. The Pass-Through Rate for each such Class will be variable as described under "Description of the Offered Certificates-- Distributions--Calculation of Pass-Through Rates" in this Prospectus Supplement. In general, the Pass-Through Rate for each such Class will equal a weighted average coupon derived from certain net interest rates on the Mortgage Loans. See "Description of the Offered Certificates-- General" and "--Distributions--Calculation of Pass-Through Rates" in this Prospectus Supplement. S-12 The Private Certificates...... Each Class of the Private Certificates will have the approximate initial aggregate Certificate Principal Balance set forth below and will accrue interest at the Pass-Through Rate set forth below: Approx. Initial Aggregate Certificate Pass-Through Class Principal Balance(1) Rate ----------- --------------------- ------------ Class B-3 $38,760,000 (2) Class B-4 $31,009,000 (2) Class B-5 $15,504,000 (2) Class B-6 $19,381,000 (2) Class B-7 $15,504,000 (2) Class B-8 $15,505,000 (2) Class C $31,008,654 (2) Class D-1 N/A (3) N/A(3) Class D-2 N/A (3) N/A(3) Class R-I N/A (4) N/A(4) Class R-II N/A (4) N/A(4) Class R-III N/A (4) N/A(4) _______________ (1) The actual initial aggregate Certificate Principal Balance of any Class of Private Certificates at the date of issuance may be larger or smaller than the amount shown above, depending on the actual size of the Initial Pool Balance. The actual size of the Initial Pool Balance may be as much as 5% larger or smaller than the amount presented in this Prospectus Supplement. (2) Fixed Pass-Through Rate. (3) Holders of the Class D-1 and Class D-2 Certificates will be entitled to receive, if and when paid, certain additional interest accrued in respect of the Mortgage Loans with an Anticipated Repayment Date. The Class D-1 and Class D-2 Certificates do not have Certificate Principal Balances or Pass-Through Rates, however. (4) The Class R-I, Class R-II and Class R-III Certificates are REMIC residual interests and do not have Certificate Principal Balances or Pass-Through Rates. Registration and Denominations................ The Trust will be issuing the Offered Certificates in book-entry form in original denominations of: (i) in the case of the Class S Certificates, $10,000 initial Certificate Notional Amount and in any whole dollar denomination in excess thereof; and (ii) in the case of the other Classes of Offered Certificates, $10,000 initial Certificate Principal Balance and in any whole dollar denomination in excess thereof. You will hold your Certificates through either the Depository Trust Company ("DTC") (in the United States) or Cedel Bank, Societe Anonyme ("Cedel") or The Euroclear System ("Euroclear") (in Europe). Transfers within DTC, Cedel or Euroclear, as the case may be, will be in accordance with the usual rules and operating procedures of the relevant system. As a result, you will not receive a fully registered physical certificate representing your interest in any Offered Certificate, except under the limited circumstances described in this Prospectus Supplement and in the Prospectus. Crossmarket transfers between S-13 persons holding directly or indirectly through DTC, on the one hand, and counterparties holding directly or indirectly through Cedel or Euroclear, on the other, will be effected in DTC through the relevant depositaries of Cedel or Euroclear. The Depositor may elect to terminate the book- entry system through DTC with respect to any portion of any Class of the Offered Certificates. See "Description of the Offered Certificates--Registration and Denominations" in this Prospectus Supplement and "Description of the Certificates--Book-Entry Registration and Definitive Certificates" in the Prospectus. Optional Termination.......... The Master Servicer, the Special Servicer or any single Holder or group of Holders of Certificates representing a majority interest in the Controlling Class, in that order of priority, may terminate the Trust when the aggregate Stated Principal Balance (as defined under "Description of the Offered Certificates--Certain Relevant Characteristics of the Mortgage Loans" in this Prospectus Supplement) of the Mortgage Pool is less than 1.0% of the Initial Pool Balance. See "Description of the Offered Certificates-- Termination" in this Prospectus Supplement. Federal Income Tax Consequences................. The REMIC Administrator will make elections to treat designated portions of the Trust Fund as at least three separate "real estate mortgage investment conduits" (each, a "REMIC") under Sections 860A through 860G of the Internal Revenue Code of 1986 (the "Code"). The designations for such REMICs are as follows: o "REMIC I" will (except as described in this sentence) hold the Mortgage Loans, as well as any Mortgaged Properties (as defined in this Prospectus Supplement under "--The Mortgage Loans and Mortgaged Properties" below) that may be acquired by the Trust following a borrower default, but will exclude collections of certain additional interest accrued (and deferred as to payment) in respect of each Mortgage Loan with an Anticipated Repayment Date that remains outstanding thereafter (such excluded collections of additional interest, the "Non-REMIC Assets"). Each of certain individual Mortgage Loans may constitute the sole asset of a separate REMIC (each such REMIC, a "Loan REMIC"). o "REMIC II" will hold the "regular interests" in REMIC I and any Loan REMICs. o "REMIC III" will hold the "regular interests" in REMIC II. REMIC I, REMIC II, REMIC III and the respective Loan REMICs (if any) are each a "REMIC Pool". The Non-REMIC Assets will be divided into two (2) groups, each of which will constitute a grantor trust (together, the "Grantor Trusts") for federal income tax purposes. S-14 The Offered Certificates will be treated as "regular interests" (or, in the case of the Class S Certificates, multiple "regular interests") in REMIC III. This means that they will be treated as newly issued debt instruments for federal income tax purposes. You will have to report income on your Certificates in accordance with the accrual method of accounting even if you are otherwise a cash method taxpayer. The Offered Certificates will not represent any interest in the Grantor Trusts. The Class S and Class Certificates will, and the other Classes of Offered Certificates will not, be issued with original issue discount. If you own a Certificate issued with original issue discount, you may have to report original issue discount income (and be subject to a tax thereon) before you receive a corresponding cash distribution. For tax information reporting purposes, the REMIC Administrator will compute the accrual of discount and premium on the Certificates, based on the assumption that each Mortgage Loan with an Anticipated Repayment Date will be paid in full on such date and on the further assumption that no borrower will otherwise prepay its Mortgage Loan prior to stated maturity. Although it is not entirely clear, it is anticipated that any prepayment premium or yield maintenance charge allocable to a Class of Offered Certificates will be ordinary income to the Holders of such Class only after the Master Servicer's actual receipt thereof. See "Description of the Offered Certificates-- Distributions--Distributions of Prepayment Premiums and Yield Maintenance Charges" and "Federal Income Tax Consequences--Discount and Premium; Prepayment Consideration" in this Prospectus Supplement. For a more detailed discussion of the federal income tax aspects of investing in the Certificates, see "Federal Income Tax Consequences" in this Prospectus Supplement and in the Prospectus. ERISA......................... It is anticipated that certain retirement plans and other employee benefit plans and arrangements subject to Title I of ERISA or Section 4975 of the Code will be able to invest in the Class A-1A, Class A-1B and Class S Certificates, without giving rise to a prohibited transaction, based upon an individual prohibited transaction exemption granted by the U.S. Department of Labor to each of DLJSC and Goldman Sachs by the U.S. Department of Labor. However, investments in the other Offered Certificates by, on behalf of or with assets of such entities, will be restricted as described under "Certain ERISA Considerations" in this Prospectus Supplement. If you are a fiduciary of any employee benefit plan or other retirement arrangement subject to Title I of ERISA or section 4975 of the Code, you should review carefully with your legal advisors whether the purchase or holding of the Offered Certificates could give rise to a transaction that is prohibited under ERISA or Section 4975 of the Code. See "Certain ERISA Considerations" in this Prospectus Supplement and "ERISA Considerations" in the Prospectus. S-15 Legal Investment.............. The Offered Certificates will not constitute "mortgage related securities" within the meaning of SMMEA. You should consult your own legal advisors to determine whether and to what extent the Offered Certificates constitute legal investments for you. See "Legal Investment" in this Prospectus Supplement and in the Prospectus. Certain Investment Considerations............... The rate and timing of payments and other collections of principal on or in respect of the Mortgage Loans will affect the yield to maturity on each Offered Certificate. In the case of Offered Certificates purchased at a discount, a slower than anticipated rate of payments and other collections of principal could result in a lower than anticipated yield. In the case of Class S Certificates or any other Offered Certificates purchased at a premium, a faster than anticipated rate of payments and other collections of principal could result in a lower than anticipated yield. If you are contemplating the purchase of Class S Certificates, you should be aware that the yield to maturity on the Class S Certificates will be highly sensitive to the rate and timing of principal prepayments and other liquidations of Mortgage Loans and that an extremely rapid rate of prepayments and/or other liquidations in respect of the Mortgage Loans could result in a complete or partial loss of your initial investment. The Pass-Through Rates for the Class S, Class , Class and Class Certificates either equal or are based upon the weighted average of certain net interest rates on the Mortgage Loans. Such weighted average will vary as principal is received on the various Mortgage Loans at different rates and will be adversely affected by voluntary and involuntary prepayments on Mortgage Loans with relatively high mortgage interest rates. See "Yield and Maturity Considerations" in this Prospectus Supplement and in the Prospectus. Ratings....................... It is a condition to the issuance of the respective Classes of the Offered Certificates that they receive the credit ratings indicated below: Class Moody's Rating Fitch Rating ---------- -------------- ------------ Class S Aaa AAA Class A-1A Aaa AAA Class A-1B Aaa AAA Class A-2 Aa2 AA Class A-3 A2 A Class A-4 A3 A- Class B-1 Baa2 BBB Class B-2 Baa3 BBB- S-16 The ratings of the Offered Certificates address the timely payment of interest and, except in the case of the Class S Certificates, the ultimate payment of principal on or before the Rated Final Distribution Date. Such ratings do not represent any assessment of-- o the tax attributes of the Offered Certificates or of the Trust; o whether or to what extent prepayments of principal may be received on the Mortgage Loans; o the likelihood or frequency of prepayments of principal on the Mortgage Loans; o the degree to which the amount or frequency of prepayments on the Mortgage Loans might differ from those originally anticipated; o whether or to what extent the interest distributable on any Class of Certificates may be reduced in connection with interest shortfalls resulting from the timing of voluntary prepayments; o the likelihood that prepayment premiums, yield maintenance charges or interest in excess of interest at the related Mortgage Rates will be received with respect to the Mortgage Loans; or o whether the Holders of the Class S Certificates, despite receiving all distributions of interest to which they are entitled, would ultimately recover their initial investments in such Certificates. 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. For a description of the limitations of the ratings of the Offered Certificates, see "Ratings" in this Prospectus Supplement and "Risk Factors--Limited Nature of Ratings" in the Prospectus. Reports to Certificateholders........... On each Distribution Date, the Trustee Report (substantially in the form of Exhibit B to this Prospectus Supplement) will be available to you as described under "Description of the Offered Certificates--Reports to Certificateholders; Certain Available Information" in this Prospectus Supplement. You may review a loan-by-loan listing electronically in the form of the standard CSSA loan setup file and CSSA loan periodic update file. The Trustee will electronically provide such files on a monthly basis, to the extent that it receives the information needed to do so. S-17 Upon reasonable prior notice, you may also review at the Trustee's offices during normal business hours a variety of information and documents that pertain to the Mortgage Loans and Mortgaged Properties, including loan documents, borrower operating statements, rent rolls and property inspection reports, to the extent the Trustee receives such information and documents. See "Description of the Offered Certificates-- Reports to Certificateholders; Certain Available Information" in this Prospectus Supplement. The Certificates: A Structural Summary Seniority..................... The following chart sets forth the relative seniority of the respective Classes of Certificates for purposes of-- o making distributions of interest and, if and when applicable, distributions of principal, and o allocating losses on the Mortgage Loans, as well as certain default-related and other unanticipated expenses of the Trust. S-18 Each identified Class of Certificates will, for the above specified purposes, be subordinate to each other Class of Certificates, if any, listed above it in the following chart. Summary Seniority Chart Most Senior Class S, Class A-1A and Class A-1B Class A-2 Class A-3 Class A-4 Class B-1 Class B-2 Various Classes of Private Certificates (other than the Class D-1 and Class D-2 Certificates) Most Subordinate The only form of credit support for any Class of Offered Certificates will be the above-referenced subordination of the other Classes of Certificates to which it is senior, including all of the Private Certificates (other than the Class D-1 and Class D-2 Certificates). Holders of the Class D-1 and Class D-2 Certificates will be entitled to receive, if and when paid, certain additional interest accrued in respect of the Mortgage Loans with an Anticipated Repayment Date. Accordingly, the Class D-1 and Class D-2 Certificates are neither senior nor subordinate to any other Class of Certificates (except to the extent that amounts received on any particular Mortgage Loan with an Anticipated Repayment Date are applied first to pay amounts other than such additional interest). S-19 See "Description of the Offered Certificates-- General", "--Seniority", "--Distributions" and "--Allocation of Losses and Certain Other Shortfalls and Expenses" in this Prospectus Supplement. Distributions A. General.................... Distributions of interest and principal will be made to the Holders of the various Classes of Certificates entitled thereto, sequentially based upon their seniority as depicted in the Summary Seniority Chart above. See "Description of the Offered Certificates--Seniority" and "--Distributions--Priority of Payments" in this Prospectus Supplement. B. Distributions of Interest.. Each Class of Certificates (other than the Class R-I, Class R-II, Class R- III, Class D-1 and Class D-2 Certificates) will bear interest. In the case of each such Class, such interest will accrue during each Interest Accrual Period based upon-- o the Pass-Through Rate for such Class for the related Distribution Date, o the aggregate Certificate Principal Balance or Certificate Notional Amount, as the case may be, of such Class outstanding immediately prior to the related Distribution Date, and o the assumption that each year consists of twelve 30-day months. The timing of a prepayment on a Mortgage Loan may result in the collection of less than a full month's interest on such Mortgage Loan during the Collection Period of prepayment. As and to the extent described in this Prospectus Supplement, such shortfalls (net of the respective portions thereof attributable to the fees of the Master Servicer and certain other items) will be allocated to reduce the amount of accrued interest otherwise payable to the Holders of the respective Classes of interest-bearing Certificates on a pro rata basis according to the respective amounts of such accrued interest. On each Distribution Date, subject to available funds and the payment priorities described above, you will be entitled to receive your proportionate share of all unpaid distributable interest accrued in respect of your Class of Offered Certificates through the end of the related Interest Accrual Period. See "Description of the Offered Certificates-- Distributions--Calculation of Interest" and "--Allocation of Losses and Certain Other Shortfalls and Expenses" in this Prospectus Supplement. S-20 C. Distributions of Principal................. Those Certificates with Certificate Principal Balances are "Principal Balance Certificates". The Class S Certificates do not have a Certificate Principal Balance. In general, subject to available funds and the payment priorities described above, the Holders of each Class of Principal Balance Certificates will be entitled to receive a total amount of principal over time equal to the aggregate Certificate Principal Balance of such Class. However, the Pooling Agreement will require the Trustee to make such distributions of principal in a specified sequential order such that-- o No distributions of principal will be made to the Holders of any Class of Private Certificates until the aggregate Certificate Principal Balance of the Offered Certificates is reduced to zero. o No distributions of principal will be made to the Holders of the Class A-2, Class A-3, Class A-4, Class B-1 or Class B-2 Certificates until, in the case of each such Class, the aggregate Certificate Principal Balance of all more senior Classes of Offered Certificates is reduced to zero. o No distributions of principal will be made to the Holders of the Class A-1B Certificates until either: (i) the aggregate Certificate Principal Balance of the Class A-1A Certificates is reduced to zero; or (ii) the aggregate Certificate Principal Balance of the Class A-2, Class A-3, Class A-4, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B- 7, Class B-8 and Class C Certificates is reduced to zero due to losses on the Mortgage Loans and/or certain default-related or other unanticipated expenses of the Trust and, as a result, the Class A-1A and Class A-1B Certificates are the only outstanding Principal Balance Certificates (in which case, distributions of principal will be made to the Holders of the Class A-1A Certificates and the Holders of the Class A-1B Certificates on a pro rata basis). The aggregate distributions of principal to be made on the respective Classes of Principal Balance Certificates on any Distribution Date will in general be a function of-- o the amount of scheduled payments of principal due (or, in some cases, deemed due) on the Mortgage Loans during the related Collection Period that are either received as of the related Determination Date or advanced by the Master Servicer, and o the amount of any prepayments and other unscheduled collections of previously unadvanced principal in respect of the Mortgage Loans that are received during the related Collection Period. S-21 See "Description of the Offered Certificates-- Distributions--Calculation of the Principal Distribution Amount" and "--Distributions-- Priority of Payments" in this Prospectus Supplement. D. Distributions of Prepayment Premiums and Yield Maintenance Charges................... Any prepayment premium or yield maintenance charge collected in respect of a Mortgage Loan will be distributed, in the proportions described in this Prospectus Supplement, to the Holders of the Class S Certificates and/or to the Holders of the Class or Classes of Principal Balance Certificates then entitled to receive distributions of principal. See "Description of the Offered Certificates--Distributions of Prepayment Premiums and Yield Maintenance Charges" in this Prospectus Supplement. Allocation of Losses and Certain Other Shortfalls and Expenses................. Realized losses on the Mortgage Loans, together with certain default-related and other unanticipated expenses of the Trust, may cause the aggregate Stated Principal Balance of the Mortgage Pool to be less than the aggregate Certificate Principal Balance of the Principal Balance Certificates (any such deficit being referred to in this Prospectus Supplement as a "Mortgage Pool Deficit"). If a Mortgage Pool Deficit exists following the distributions made on the Certificates on any Distribution Date, then the aggregate Certificate Principal Balances of the respective Classes of Principal Balance Certificates will be successively reduced in reverse order of their seniority (as depicted in the Summary Seniority Chart above), until such Mortgage Pool Deficit is eliminated. In addition, the timing of a prepayment on a Mortgage Loan may result in the collection of less than a full month's interest on such Mortgage Loan during the Collection Period of prepayment. As and to the extent described in this Prospectus Supplement, such shortfalls (net of the respective portions thereof attributable to the fees of the Master Servicer and certain other items) will be allocated to reduce the aggregate amount of interest otherwise payable to the Holders of the respective Classes of interest-bearing Certificates on a pro rata basis. See "Description of the Offered Certificates-- Allocation of Losses and Certain Other Shortfalls and Expenses" and "Servicing of the Mortgage Loans--Servicing and Other Compensation and Payment of Expenses" in this Prospectus Supplement. Advances...................... In general, the Master Servicer will be required to make advances (each, a "P&I Advance"), for distribution to the Certificateholders, in the amount of any delinquent monthly payments (other than balloon payments) of principal and interest due on the Mortgage Loans (net of the respective portions of such monthly payments attributable to the fees of the Master Servicer and certain other items). The Master Servicer and, in limited cases, the Special Servicer will also generally be required to make advances (each, a "Servicing Advance") to cover certain costs and expenses relating to the servicing and administration of the S-22 Mortgage Loans. P&I Advances and Servicing Advances are collectively "Advances". If the Master Servicer or the Special Servicer fails to make any Advance that it is required to make and the Trustee is aware of such failure, then the Trustee will be required to make such Advance. None of the Master Servicer, the Special Servicer or the Trustee, however, will be required to make any Advance that it determines, in its good faith and reasonable judgment, will not ultimately be recoverable from proceeds of the related Mortgage Loan. As and to the extent described in this Prospectus Supplement, any party that makes an Advance will be entitled to be reimbursed for such Advance, together with interest thereon. See "Description of the Offered Certificates--P&I Advances" and "Servicing of the Mortgage Loans-- Servicing and Other Compensation and Payment of Expenses" in this Prospectus Supplement and "Description of the Certificates--Advances in Respect of Delinquencies" and "Description of the Pooling Agreements--Certificate Account" in the Prospectus. Appraisal Reductions.......... If certain adverse events or circumstances, called "Appraisal Trigger Events", occur or exist with respect to a Mortgage Loan or the related Mortgaged Property, the Special Servicer will be obligated to obtain a new appraisal of such Mortgaged Property. The new appraised value may reflect an "Appraisal Reduction Amount", which will, in general, be equal to any excess of (i) the principal balance of, and certain other amounts due under, the subject Mortgage Loan over (ii) 90% of such new appraised value. If an Appraisal Reduction Amount does exist, the amount otherwise required to be advanced in respect of interest on the subject Mortgage Loan will be reduced generally in the same proportion that the Appraisal Reduction Amount bears to the principal balance of such Mortgage Loan. Due to the payment priorities, this will reduce the funds available to pay interest on the most subordinate Class of Certificates then outstanding. See "Description of the Offered Certificates--Appraisal Reductions" in this Prospectus Supplement. The Mortgage Loans and Mortgaged Properties The Mortgage Pool............. The Trust Fund will primarily consist of the Mortgage Pool. Each Mortgage Loan constitutes the obligation of one or more persons (individually and collectively as to such Mortgage Loan, the "Borrower") to repay a specified sum with interest. Each Mortgage Loan will be secured by a first mortgage lien on the fee and/or leasehold interest of the related Borrower or another person in one or more commercial or multifamily rental properties (each, a "Mortgaged Property"). Certain of the Mortgage Loans are Portfolio Loans. A "Portfolio Loan" is any Mortgage Loan that is, by its terms (including through cross- collateralization with other Mortgage Loans), secured by a first mortgage lien on the fee and/ or leasehold interests of the related Borrower or Borrowers in multiple Mortgaged Properties. S-23 For more detailed information on the Mortgage Loans, see the following sections in this Prospectus Supplement: o "Description of the Mortgage Pool" o "Risk Factors--Risks Related to the Mortgage Loans" o Exhibit A-1 - Certain Characteristics of the Mortgage Loans and Mortgaged Properties o Exhibit A-2 - Mortgage Pool Information Listed below is certain statistical information regarding the Mortgage Loans and the Mortgaged Properties. In reviewing such information, as well as the statistical information regarding the Mortgage Loans and the Mortgaged Properties contained elsewhere in this Prospectus Supplement, you should be aware that-- o All numerical information provided with respect to the Mortgage Loans is provided on an approximate basis. o All weighted average information provided with respect to the Mortgage Loans reflects weighting of the Mortgage Loans by their Cut-off Date Balances. o When information with respect to the Mortgaged Properties is expressed as a percentage of the Initial Pool Balance, such percentages are based upon the Cut-off Date Balances of the related Mortgage Loans. o Some of the Mortgage Loans are cross-collateralized and cross-defaulted with one or more other Mortgage Loans. Except where otherwise specifically indicated, each such cross-collateralized Mortgage Loan is presented as if it were secured only by a mortgage lien on the corresponding Mortgaged Property identified on Exhibit A-1 to this Prospectus Supplement. See the notes to the tables set forth in Exhibit A-1. o In some cases, multiple Mortgaged Properties secure a single amount of mortgage loan indebtedness represented by a single note. For purposes of presenting statistical information, the Depositor has in some of such cases allocated the aggregate amount of such indebtedness among the related Mortgaged Properties (on the basis of relative appraised values, the relative underwritten net cash flow or prior allocations reflected in the related mortgage loan documents). Except where otherwise specifically indicated, each allocated portion of such aggregate amount is (i) presented as if it were a single "Mortgage Loan" secured by a mortgage lien on the corresponding Mortgaged Property identified on Exhibit A-1 to this Prospectus Supplement and (ii) described as being cross-collateralized and S-24 cross-defaulted with each other Mortgage Loan representing an allocable portion of the related indebtedness. See the notes to the tables set forth in Exhibit A-1. o In some cases, multiple parcels of real property securing a single Mortgage Loan have been treated as a single "Mortgaged Property" because of their proximity to each other, the interrelationship of their operations or for other reasons deemed appropriate by the Depositor. o This Prospectus Supplement refers to certain properties specifically by name. You should construe each reference to a named property as a reference to the Mortgaged Property identified by that name on Exhibit A-1 to this Prospectus Supplement. o Statistical information regarding the Mortgage Loans may change prior to the date of issuance of the Certificates due to changes in the composition of the Mortgage Pool prior to the Closing Date. o Certain capitalized terms used with respect to the Mortgage Loans are defined under "Description of the Mortgage Pool" in this Prospectus Supplement. o The Cut-off Date Balances as presented in this Prospectus Supplement are based upon the assumption that all scheduled payments due on the Mortgage Loans on or before the Cut-off Date are timely made and, further, that there are no unscheduled collections of principal with respect to any Mortgage Loan during the period from May 1, 1999 up to and including the Cut-off Date. A. General Characteristics.... The Mortgage Pool will have the following general characteristics as of the Cut-off Date: Initial Pool Balance(1)...........$1,550,432,654 Number of Mortgage Loans.......... 343 Maximum Cut-off Date Balance(2)... $67,944,452 Minimum Cut-off Date Balance...... $106,854 Average Cut-off Date Balance...... $4,520,212 Maximum Loan Group Cut-off Date Balance(3)....................... $67,944,452 Minimum Loan Group Cut-off Date Balance.......................... $248,667 Average Loan Group Cut-off Date Balance.......................... $5,309,701 Maximum Mortgage Rate............. 9.310% Minimum Mortgage Rate............. 6.600% Weighted Average Mortgage Rate.... 7.661% S-25 Maximum Original Term to Maturity or Anticipated Repayment Date.... 300 months Minimum Original Term to Maturity or Anticipated Repayment Date.... 60 months Weighted Average Original Term to Maturity or Anticipated Repayment Date............................. 127 months Maximum Remaining Term to Maturity or Anticipated Repayment Date.... 300 months Minimum Remaining Term to Maturity or Anticipated Repayment Date.... 52 months Weighted Average Remaining Term to Maturity or Anticipated Repayment Date............................. 124 months Maximum Underwritten Debt Service Coverage Ratio(4)........ 2.25x Minimum Underwritten Debt Service Coverage Ratio........... 1.20x Weighted Average Underwritten Debt Service Coverage Ratio...... 1.34x Maximum Cut-off Date Loan-to-Value Ratio(5)......................... 82.7% Minimum Cut-off Date Loan-to-Value Ratio............................ 30.6% Weighted Average Cut-off Date Loan-to-Value Ratio.............. 73.2% Maximum Maturity/ARD Loan-to-Value Ratio(6)......................... 74.1% Minimum Maturity/ARD Loan-to-Value Ratio............................ 13.4% Weighted Average Maturity/ARD Loan-to-Value Ratio.............. 63.8% _____________________ (1) The "Initial Pool Balance" is equal to the aggregate Cut-off Date Balance of the Mortgage Pool and is subject to a permitted variance of plus or minus 5%. (2) The "Cut-off Date Balance" of each Mortgage Loan is equal to its unpaid principal balance as of the Cut-off Date, after application of all payments of principal due in respect of such Mortgage Loan on or before such date, whether or not received. The Cut-off Date Balances of the Mortgage Loans are presented without regard to the cross-collateralization of certain Portfolio Loans. (3) The "Loan Group Cut-off Date Balances" are the Cut-off Date Balances of the Mortgage Loans, presenting each group of cross-collateralized Portfolio Loans as if it were a single Mortgage Loan. (4) The "Underwritten Debt Service Coverage Ratio" for any Mortgage Loan (other than a Portfolio Loan) is equal to the Underwritten Net Cash Flow (as such term is defined in this Prospectus Supplement under "Description of the Mortgage Pool--Additional Mortgage Loan Information") generated by the related Mortgaged Property, divided by the product of 12 times the monthly payment of principal and interest due in respect of such Mortgage Loan on the Cut-off Date (or, in one case, on a later date). The Underwritten Debt Service Coverage Ratio for any Portfolio Loan is equal to the aggregate Underwritten Net Cash Flow generated by all of the Mortgaged Properties securing such Portfolio Loan (and any and all other Portfolio Loans with which it is cross- S-26 collateralized), divided by the product of 12 times the aggregate monthly payments of principal and/or interest due on the Cut-off Date in respect of such Portfolio Loan (and any and all other Portfolio Loans with which it is cross-collateralized). (5) The "Cut-off Date Loan-to-Value Ratio" for any Mortgage Loan (other than a Portfolio Loan) is equal to its Cut-off Date Balance, divided by the estimated value of the related Mortgaged Property as set forth in the most recent appraisal obtained by or otherwise in the possession of the related Mortgage Loan Seller. The Cut-off Date Loan-to-Value Ratio for any Portfolio Loan is equal to the entire Cut-off Date Balance of such Portfolio Loan (and any and all other Portfolio Loans with which it is cross-collateralized), divided by the estimated value of all of the related Mortgaged Properties securing such Portfolio Loan (and any and all other Portfolio Loans with which it is cross-collateralized) as set forth in the most recent appraisals obtained by or otherwise in the possession of the related Mortgage Loan Seller. (6) The "Maturity/ARD Loan-to-Value Ratio" for any Mortgage Loan (other than a Portfolio Loan) that provides for a balloon payment or has an Anticipated Repayment Date is equal to the unpaid principal balance of such Mortgage Loan that will be outstanding as of its maturity date or Anticipated Repayment Date, as applicable, assuming no defaults or prepayments, divided by the estimated value of the related Mortgaged Property as set forth in the most recent appraisal obtained by or otherwise in the possession of the related Mortgage Loan Seller. The Maturity/ ARD Loan-to-Value Ratio for any Portfolio Loan that provides for a balloon payment or has an Anticipated Repayment Date is equal to the unpaid principal balance of such Portfolio Loan (and any and all other Portfolio Loans with which it is cross-collateralized) that will be outstanding as of its (or, if applicable, their) maturity date or Anticipated Repayment Date, as applicable, assuming no defaults or prepayments, divided by the estimated value of all of the related Mortgaged Properties securing such Portfolio Loan (and any and all other Portfolio Loans with which it is cross-collateralized) as set forth in the most recent appraisal obtained by or otherwise in the possession of the related Mortgage Loan Seller. Maturity/ARD Loan-to-Value Ratios have not been calculated and are not presented for fully amortizing Mortgage Loans. B. State Concentration........ The table below shows the number of, and percentage of the Initial Pool Balance secured by, Mortgaged Properties located in the indicated states: Number of % of Initial State Mortgaged Properties Pool Balance ---------- -------------------- ------------ California 46 18.3% Texas 83 16.8% Florida 27 13.0% Colorado 18 4.2% New York 8 3.8% The remaining Mortgaged Properties are located throughout 34 other states and the District of Columbia. No more than 3.4% of the Initial Pool Balance is secured by Mortgaged Properties located in any such other jurisdiction. S-27 C. Property Types............. The table below shows the number of, and percentage of the Initial Pool Balance secured by, Mortgaged Properties operated for each indicated purpose: Number of % of Initial Mortgaged Pool Property Type Properties Balance -------------------- ---------- ------------ Retail 78 35.6% Multifamily Rental 140 34.3% Office 42 11.7% Hospitality 15 4.2% Manufactured Housing Community 16 3.9% Mixed Use 13 3.4% Self Storage 23 3.1% Industrial 13 2.2% Independent/ Assisted Living 2 1.6% Healthcare 1 0.2% D. Security for the Mortgage Loans..................... The table below shows the number and percentage (based on Cut-off Date Balance) of the Mortgage Loans that are secured by first mortgage liens on each of the specified interests in the related Mortgaged Properties. Encumbered Interest in the Related Number of % of Initial Mortgaged Property Mortgage Loans Pool Balance ------------------- -------------- ------------ Fee* 337 98.1% Fee in Part, Leasehold in Part 2 1.2% Leasehold 4 0.6% ______________ * "Fee" also includes cases where the fee and leasehold interests in the same property are both encumbered. S-28 E. Cut-off Date Balances...... The table below shows the range of Cut-off Date Balances for the Mortgage Loans, presented without regard to the cross-collateralization of certain Portfolio Loans. % of Range of Number of Initial Cut-off Date Mortgage Pool Balances Loans Balance ----------------------- --------- ------- $106,854 - 749,999 55 1.6% 750,000 - 1,249,999 37 2.4% 1,250,000 - 1,999,999 56 5.9% 2,000,000 - 2,999,999 48 7.7% 3,000,000 - 3,999,999 39 8.6% 4,000,000 - 4,999,999 17 5.0% 5,000,000 - 5,999,999 14 4.9% 6,000,000 - 9,999,999 41 21.3% 10,000,000- 14,999,999 20 15.8% 15,000,000- 19,999,999 5 5.0% 20,000,000- 24,999,999 7 10.2% 25,000,000-$67,944,452 4 11.6% F. Loan Group Cut-off Date Balances............. The table below shows the range of Cut-off Date Balances for the Mortgage Loans, presenting each group of cross-collateralized Portfolio Loans as a single Mortgage Loan. Range of % of Loan Group Number of Initial Cut-off Date Mortgage Pool Balances Loans Balance ----------------------- --------- ------- $248,667 - 749,999 29 1.0% 750,000 - 1,249,999 35 2.2% 1,250,000 - 1,999,999 47 4.9% 2,000,000 - 2,999,999 44 7.1% 3,000,000 - 3,999,999 35 7.8% 4,000,000 - 4,999,999 13 3.8% 5,000,000 - 5,999,999 15 5.2% 6,000,000 - 9,999,999 38 19.4% 10,000,000- 14,999,999 19 15.0% 15,000,000- 19,999,999 3 3.0% 20,000,000- 24,999,999 8 12.0% 25,000,000-$67,944,452 6 18.7% S-29 G. Mortgage Rates............. The table below shows the range of Mortgage Rates for the Mortgage Loans as of the Cut-off Date. % of Number of Initial Range of Cut-off Mortgage Pool Mortgage Balances Loans Balance ----------------- --------- ------- 6.600%-6.749% 2 0.6% 6.750%-6.999% 15 7.4% 7.000%-7.249% 19 8.0% 7.250%-7.499% 40 15.6% 7.500%-7.999% 168 52.0% 8.000%-9.310% 99 16.3% H. Original Terms to Maturity or ARD........... The table below shows the range of original terms to stated maturity or Anticipated Repayment Date, as applicable, for the Mortgage Loans. Range of Original Terms to Maturity Number of % of Initial or ARD (in Months) Mortgage Loans Pool Balance ------------------ -------------- ------------ 60-108 6 2.2% 109-120 301 88.9% 121-204 18 4.8% 205-300 18 4.0% I. Remaining Terms to Maturity or ARD........... The table below shows the range of remaining terms to stated maturity or Anticipated Repayment Date, as applicable, for the Mortgage Loans as of the Cut-off Date. Range of Remaining Terms to Maturity Number of % of Initial or ARD (in Months) Mortgage Loans Pool Balance ------------------ -------------- ------------ 52-108 8 3.5% 109-120 299 87.7% 121-204 18 4.8% 205-300 18 4.0% S-30 J. Underwritten Debt Service Coverage Ratios........... The table below shows the range of Underwritten Debt Service Coverage Ratios for the Mortgage Loans. Range of Underwritten Debt Service Number of % of Initial Coverage Ratios Mortgage Loans Pool Balance --------------- -------------- ------------ 1.20x - 1.29x 142 47.1% 1.30x - 1.39x 100 31.3% 1.40x - 1.49x 53 10.7% 1.50x - 1.59x 25 5.4% 1.60x - 2.25x 23 5.5% K. Cut-off Date Loan-to-Value Ratios.................... The table below shows the range of Cut-off Date Loan-to-Value Ratios for the Mortgage Loans. Range of Cut-off Date Loan-to-Value Number of % of Initial Ratios Mortgage Loans Pool Balance ------------- -------------- ------------ 30.60%-50.00% 10 1.9% 50.01%-60.00% 20 2.8% 60.01%-70.00% 95 21.6% 70.01%-75.00% 92 24.6% 75.01%-80.00% 122 47.1% 80.01%-82.70% 4 2.0% L. Maturity/ARD Loan-to-Value Ratios...... The table below shows the range of Maturity/ARD Loan-to-Value Ratios for the Balloon Loans and the ARD Loans described in this Prospectus Supplement. Range of Maturity/ARD Loan-to-Value Number of % of Initial Ratios(1) Mortgage Loans Pool Balance ------------- -------------- ------------ 13.40%-20.00% 1 0.2% 20.01%-30.00% 3 0.4% 30.01%-40.00% 5 1.0% 40.01%-50.00% 31 4.3% 50.01%-60.00% 82 16.0% 60.01%-74.10% 205 75.0% ___________________ (1) Maturity/ARD Loan-to-Value Ratios have not been calculated and are not presented for fully amortizing Mortgage Loans. S-31 Significant Mortgage Loans and Groups A. The Oakwood Plaza Loan..... Set forth below is certain loan and property information in respect of the Mortgage Loan identified in this Prospectus Supplement as the "Oakwood Plaza Loan". See "Description of the Mortgage Pool--Significant Mortgage Loans--The Oakwood Plaza Loan" in this Prospectus Supplement.
Property No. of Yr. Built/ Occupancy Appraised Property Name Type Location Sq. Ft. Renovated at U/W(1) U/W NCF(1) Value(1)(2) - ------------- -------- ------------- ------- ---------- --------- ---------- ----------- Oakwood Plaza Retail Hollywood, FL 885,713 1994/1997 96% $7,507,540 $85,600,000
________________ (1) As defined in this Prospectus Supplement under "Description of the Mortgage Pool--Additional Mortgage Loan Information". (2) Appraisal date of October 12, 1998. Cut-off Date Balance............. $67,944,452 % of Initial Pool Balance........ 4.4% Mortgage Rate.................... 8.180% Scheduled P&I Payment............ $508,436.85 Stated Maturity Date.............February 1, 2029 Anticipated Repayment Date.......February 1, 2009 Underwritten Debt Service Coverage Ratio.................. 1.23x Cut-off Date Loan-to-Value Ratio........................... 79.4% Maturity/ARD Loan-to-Value Ratio........................... 71.5% B. The Fifteen Southeast Realty Loans.............. Set forth below is certain loan and property information in respect of the cross-collateralized group of Mortgage Loans collectively identified in this Prospectus Supplement as the "Fifteen Southeast Realty Loans". See "Description of the Mortgage Pool-- Significant Mortgage Loans--The Fifteen Southeast Realty Loans" in this Prospectus Supplement.
Allocated No. of Yr. Built/ Occupancy Appraised Loan Property Name Property Type Location Apts. Renovated at U/W Value(1) U/W NCF Amount - --------------------- ------------------ ------------------ ------ ---------- --------- ----------- ---------- ----------- Arbor Lake Club Apts. Multifamily Rental Miami, FL 712 1978/1990 94% $37,900,000 $3,247,350 $30,100,000 The Parkview Apts. Multifamily Rental Pembroke Pines, FL 208 1987 97% 12,000,000 1,018,976 9,550,000 Heron's Cove Apts. Multifamily Rental Orlando, FL 324 1973/1997 98% 12,700,000 1,030,935 9,500,000 Horizons North Apts. Multifamily Rental North Miami, FL 276 1982 92% 12,700,000 950,029 8,850,000 ----- --- ----------- ---------- ----------- Total/Wtd. Avg. 1,520 95% $75,300,000 $6,247,290 $58,000,000
__________________ (1) Appraisal dates ranging from April 8, 1999 to April 9, 1999. S-32 Cut-off Date Balance............... $58,000,000 % of Initial Pool Balance.......... 3.7% Mortgage Rate...................... 7.880% Aggregate Scheduled P&I Payment.... $420,741.55 Stated Maturity Date...............June 1, 2009 Underwritten Debt Service Coverage Ratio.................... 1.24x Cut-off Date Loan-to-Value Ratio... 77.0% Maturity/ARD Loan-to-Value Ratio... 68.7% C. The Herald Center Loan..... Set forth below is certain loan and property information in respect of the Mortgage Loan identified in this Prospectus Supplement as the "Herald Center Loan". See "Description of the Mortgage Pool--Significant Mortgage Loans--The Herald Center Loan" in this Prospectus Supplement.
Total Property Square No. of Yr. Built/ Occupancy Appraised Property Name Type Feet Tenants Renovated at U/W U/W NCF Value(1) - ------------- -------- ------- ------- ---------- --------- ---------- ----------- Herald Center Retail 249,504 9 1910/1985 100% $5,825,420 $75,000,000
________________ (1) Appraisal date of January 1, 1999. Cut-off Date Balance...............$49,975,508 % of Initial Pool Balance.......... 3.2% Mortgage Rate...................... 7.754% Scheduled P&I Payment..............$358,344.34 Stated Maturity Date...............May 1, 2029 Anticipated Repayment Date.........May 1, 2009 Underwritten Debt Service Coverage Ratio.................... 1.35x Cut-off Date Loan-to-Value Ratio... 66.6% Maturity/ARD Loan-to-Value Ratio... 59.3% D. The Alliance Loans......... Set forth below is certain loan and property information in respect of the cross-collateralized group of Mortgage Loans collectively identified in this Prospectus Supplement as the "Alliance Loans". See "Description of the Mortgage Pool--Significant Mortgage Loans--The Alliance Loans" in this Prospectus Supplement.
Allocated No. of Yr. Built/ Occupancy Appraised Loan Property Name Property Type Location Apts. Renovated at U/W Value(1) U/W NCF Amount - -------------------- ------------------ ------------ ------ ---------- --------- ----------- ---------- ----------- Sterling Point Apts. Multifamily Rental Houston, TX 922 1978/1997 96% $29,250,000 $2,232,123 $20,751,731 Sandridge Apts. Multifamily Rental Pasadena, TX 504 1978/1994 95% 21,000,000 1,642,508 15,099,893 Woodscape Apts. Multifamily Rental Houston, TX 544 1979/1997 96% 13,600,000 1,127,554 10,112,736 ----- --- ----------- ---------- ----------- Total/Wtd. Avg. 1,970 96% $63,850,000 $5,002,185 $45,964,360
________________ (1) Appraisal dates ranging from January 15, 1999 to January 20, 1999. S-33 Cut-off Date Balance............. $45,964,360 % of Initial Pool Balance........ 3.0% Mortgage Rate.................... 7.220% Aggregate Scheduled P&I Payment.. $313,618.36 Stated Maturity Date.............February 1, 2009 Underwritten Debt Service Coverage Ratio.................. 1.33x Cut-off Date Loan-to-Value Ratio........................... 72.0% Maturity/ARD Loan-to-Value Ratio........................... 63.3% E. The Stone Fort Loans....... Set forth below is certain loan and property information in respect of the cross-collateralized group of Mortgage Loans collectively identified in this Prospectus Supplement as the "Stone Fort Loans". See "Description of the Mortgage Pool--Significant Mortgage Loans--The Stone Fort Loans" in this Prospectus Supplement.
Total Allocated Property Square Yr. Built/ Occupancy Appraised Loan Property Name Type Location Feet Renovated at U/W Value(1) U/W NCF Amount - ------------------ ---------- --------------- ------- ---------- --------- ----------- ---------- ----------- The Tallan Office Building & The Tallan Parking Garage Mixed Use Chattanooga, TN 148,971 1982 88% $19,275,000 $1,502,802 $13,356,952 The Krystal Office Building Office Chattanooga, TN 135,625 1979 86% 13,360,000 941,651 9,258,048 Riverside Center Office Chattanooga, TN 135,000 1946/1997 99% 11,000,000 939,909 8,514,000 Harrison Direct Warehouse Industrial Chattanooga, TN 184,700 1986 100% 4,600,000 422,708 3,680,000 Tennessee American Water Company Office Building Office Chattanooga, TN 15,488 1978 100% 2,050,000 138,716 1,326,000 ------- ---- ---------- ---------- ----------- Total/Wtd. Avg. 619,784 92% $50,285,000 $3,945,786 $36,135,000
________________ (1) Appraisal date of April 2, 1999. Cut-off Date Balance............... $36,135,000 % of Initial Pool Balance.......... 2.3% Mortgage Rate...................... 7.470% Aggregate Scheduled P&I Payment.... $251,919.27 Stated Maturity Date...............June 1, 2009 Underwritten Debt Service Coverage Ratio.................... 1.31x Cut-off Date Loan-to-Value Ratio... 71.9% Maturity/ARD Loan-to-Value Ratio... 63.5% Payment Terms................. Each Mortgage Loan accrues interest at the annual rate (its "Mortgage Rate") set forth with respect thereto on Exhibit A-1 to this Prospectus Supplement. The Mortgage Rate for each Mortgage Loan is fixed for the entire term of such Mortgage Loan. S-34 Each Mortgage Loan provides for scheduled payments of principal and/or interest ("Scheduled P&I Payments") to be due on the first day of each month (its monthly "Due Date"). Each Mortgage Loan identified in this Prospectus Supplement as a "Balloon Loan" provides for: o an amortization schedule that is significantly longer than its remaining term to stated maturity and which, in the case of the Mortgage Loan secured by the Capital Heights Shopping Center, representing 0.3% of the Initial Pool Balance, begins only after the end of an initial two (2) year interest-only period; and o a substantial payment of principal on its maturity date (such payment, together with the corresponding interest payment, a "Balloon Payment"). Mortgage Loans identified in this Prospectus Supplement as "ARD Loans" provide material incentives to the related Borrower to pay its Mortgage Loan in full by a certain date (the "Anticipated Repayment Date" or "ARD"). There can be no assurance, however, that such incentives will result in any ARD Loan being paid in full on or before its Anticipated Repayment Date. Such incentives, which in each case will begin effective as of the related Anticipated Repayment Date, include: o The accrual of interest in excess of that accrued at the related Mortgage Rate. Such additional interest will be deferred and will be payable only after the outstanding principal balance of the ARD Loan is paid in full. o The application of certain excess cash flow from the related Mortgaged Property to pay principal. Such payment of principal will be in addition to the principal portion of the Scheduled P&I Payment. The remaining Mortgage Loans, referred to in this Prospectus Supplement as "Fully Amortizing Loans", have amortization schedules that amortize such Mortgage Loans in full or substantially in full by their respective maturity dates. The Fully Amortizing Loans do not include the ARD Loans. The table below shows the number and percentage of Mortgage Loans that are Balloon Loans, ARD Loans and Fully Amortizing Loans, respectively: Number of Mortgage % of Initial Loan Type Loans Pool Balance ---------------------- --------- ------------ Balloon Loans 305 81.8% ARD Loans 22 15.1% Fully Amortizing Loans 16 3.0% S-35 Delinquency Status............ No Mortgage Loan was more than 30 days delinquent in respect of any Scheduled P&I Payment as of the Cut-off Date or at any time during the twelve (12) month period preceding the Cut-off Date. Prepayment Lock-out Periods... A prepayment lock-out period is currently in effect for all of the Mortgage Loans. Set forth below is information regarding the remaining lock-out periods for the Mortgage Loans: Maximum Remaining Lock-out Period: 294 months Minimum Remaining Lock-out Period: 26 months Weighted Average Remaining Lock-out Period: 113 months Defeasance.................... Certain Mortgage Loans identified in this Prospectus Supplement as "Defeasance Loans" permit the related Borrower, in general no earlier than the second anniversary of the Closing Date, to obtain a release of the related Mortgaged Property (or, where applicable, one or more of the related Mortgaged Properties) from the lien of the related mortgage or other security instrument by delivering U.S. Treasury obligations as substitute collateral. Number of Mortgage % of Initial Loan Type Loans Pool Balance -------------------- --------- ------------ Defeasance Loans 328* 93.5%* Non-Defeasance Loans 12 4.9% ___________________ * Does not include three (3) Mortgage Loans, representing 1.6% of the Initial Pool Balance, as to which, for most of the loan term, the related Borrower is permitted, at its option, to either prepay the Mortgage Loan (with Prepayment Consideration) or defease such Mortgage Loan. S-36 RISK FACTORS You should consider the following factors (as well as the factors set forth under "Risk Factors" in the Prospectus) in deciding whether to purchase the Offered Certificates of any Class. 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. Any of the following risks, if realized, could materially and adversely affect your investment. Risks Related to the Offered Certificates The Offered Certificates are Supported by Limited Assets. If the assets of the Trust are insufficient to make payments on your Certificates, no other assets will be available to you for payment of the deficiency. See "--Risk Factors--Limited Assets" in the Prospectus. Risks Associated With Liquidity and Market Value. There is currently no secondary market for the Offered Certificates. The Underwriters have informed the Depositor that they intend to make a secondary market in the Offered Certificates, but they are under no obligation to do so. There can be no assurance that a secondary market for the Offered Certificates will develop. Even if a secondary market does develop for the Offered Certificates, there is no assurance that it will provide you with liquidity of investment or that the market will continue for the life of the Offered Certificates. The Depositor will not list the Offered Certificates on any securities exchange. Lack of liquidity could result in a significant reduction in the market value of your Certificates. In addition, the market value of your Certificates at any time may be affected by many factors, including then prevailing interest rates and the then perceived riskiness of commercial mortgage-backed securities relative to other investments. See "Risk Factors--Limited Liquidity of Offered Certificates" in the Prospectus. Uncertain Yields to Maturity. The yield on your Certificates will depend on (a) the price you paid for such Certificates and (b) the rate, timing and amount of distributions on such Certificates. The rate, timing and amount of distributions on your Certificates will, in turn, depend on: o the Pass-Through Rate(s) for your Certificates; o the rate and timing of payments and other collections of principal on the Mortgage Loans; o the rate and timing of defaults, and the severity of losses, if any, on the Mortgage Loans; o the rate, timing, severity and allocation of other shortfalls and expenses that reduce amounts available for distribution on your Certificates; and o the collection and distribution of prepayment premiums and yield maintenance charges with respect to the Mortgage Loans. In general, these factors cannot be predicted with any certainty. Accordingly, you may find it difficult to analyze the effect that such factors might have on the yield to maturity of your Certificates. See "Description of the Mortgage Pool", "Description of the Offered Certificates--Distributions" and "--Allocation of Losses and Certain Other Shortfalls and Expenses" and "Yield and Maturity Considerations" in this Prospectus Supplement. See also "Yield and Maturity Considerations" in the Prospectus. S-37 Risks Related to the Rate of Prepayment. The investment performance of your Certificates may vary materially and adversely from your expectations due to the rate of prepayments and other unscheduled collections of principal on the Mortgage Loans being faster or slower than you anticipated. The actual yield to you, as a Holder of an Offered Certificate, may not be equal to the yield you anticipated at the time of your purchase, and the total return on investment that you expected may not be realized. In deciding whether to purchase any Offered Certificates, you should make an independent decision as to the appropriate prepayment assumptions to be used. If you purchase your Certificates at a premium, and if payments and other collections of principal on the Mortgage Loans occur at a rate faster than you anticipated at the time of your purchase, then your actual yield to maturity may be lower than you had assumed at the time of your purchase. Conversely, if you purchase your Certificates at a discount, and if payments and other collections of principal on the Mortgage Loans occur at a rate slower than you anticipated at the time of your purchase, then your actual yield to maturity may be lower than you had assumed at the time of your purchase. You should consider that prepayment premiums and yield maintenance charges, even if available and distributable in respect of your Certificates, may not be sufficient to offset fully any loss in yield on your Certificates. If you purchase Class S Certificates, your yield to maturity will be highly sensitive to the rate and timing of principal payments and losses on the Mortgage Loans. Prior to investing in the Class S Certificates, you should fully consider the associated risks, including the risk that an extremely rapid rate of amortization, prepayment or other liquidation of the Mortgage Loans could result in your failure to recoup fully your initial investment. The ratings on the Class S Certificates do not address whether a purchaser of such Certificates would be able to recover its initial investment therein. The yield on the Class S, Class , Class , Class and Class Certificates could also be adversely affected if Mortgage Loans with higher Mortgage Rates pay principal faster than the Mortgage Loans with lower Mortgage rates, because those Classes bear interest at Pass-Through Rates based upon or limited by the weighted average of the certain net interest rates derived from the Mortgage Loans. See "Yield and Maturity Considerations" in this Prospectus Supplement and in the Prospectus. See also "Risk Factors--Effect of Prepayments on Yield of Certificates" in the Prospectus. Risks Associated with Borrower Defaults; Delinquencies and Defaults by Borrowers May Delay Payments to You. The rate and timing of delinquencies and defaults on the Mortgage Loans will affect the amount of distributions on your Certificates, the yield to maturity of your Certificates, the rate of principal payments on your Certificates and the weighted average life of your Certificates. Delinquencies on the Mortgage Loans, unless covered by P&I Advances, may result in shortfalls in distributions of interest and/or principal on your Certificates for the current month. In addition, even if a P&I Advance is made, the Master Servicer will have the right to receive interest on Advances prior to the rights of Certificateholders to receive distributions on the Certificates. Therefore, the accrual of such interest may result in shortfalls in distributions of interest and/or principal on your Certificates. Also, with respect to each Mortgage Loan serviced by the Special Servicer, the Special Servicer will receive certain compensation to which the Special Servicer is entitled prior to the rights of Certificateholders to receive distributions on the Certificates. Consequently, it is possible that the payment of such compensation may result in shortfalls in distributions of interest and/or principal on your Certificates. Even if any such shortfalls are made up on future Distribution Dates, no interest would accrue on such shortfalls. Thus, any such shortfalls would adversely affect the yield to maturity of your Certificates. If you calculate the anticipated yield to maturity for your Certificates based on an assumed rate of default and amount of losses on the Mortgage Loans that is lower than the default rate and amount of losses actually experienced and such additional losses result in a reduction of the aggregate distributions on or the aggregate Certificate Principal Balance or Certificate Notional Amount of your Certificates, your actual yield to maturity will be lower than you calculated and could, under certain scenarios, be negative. The timing of any loss on a liquidated Mortgage Loan that results in a reduction of the aggregate distributions on or the aggregate Certificate Principal Balance or Certificate Notional Amount of your Certificates will also affect the actual yield to maturity of your Certificates, even if the rate of defaults and severity S-38 of losses are consistent with your expectations. In general, the earlier your loss occurs, the greater the negative effect on your yield to maturity. Even if losses on the Mortgage Loans do not result in a reduction of the aggregate distributions on or the aggregate Certificate Principal Balance or Certificate Notional Amount of your Certificates, such losses may still affect the timing of distributions on (and, accordingly, the weighted average life and yield to maturity of) your Certificates. See "Yield and Maturity Considerations" in this Prospectus Supplement. Also, if: o the Special Servicer agrees to extend the maturity of a Mortgage Loan due to the Borrower's inability to pay in full when due, or o the related Borrower does not repay a Mortgage Loan with a hyperamortization feature by its Anticipated Repayment Date, then the weighted average life of your Certificates will increase and the yield to maturity of your Certificates may decrease. Potential Conflicts of Interest. An affiliate of the Master Servicer has extended a revolving credit facility to the real estate investment trust ("REIT") that controls the Borrower under the Mortgage Loan secured by Oakwood Plaza and the collateral for such credit facility includes, among other things, a pledge of such REIT's equity interest in such Borrower. An affiliate of GECA and the Master Servicer holds subordinate debt of the Borrower under the Mortgage Loan secured by the Welshwood Apartments, which subordinate debt is subject to a subordination and standstill agreement. In addition, certain of the Mortgage Loans may constitute refinancings of indebtedness previously held by affiliates of the Mortgage Loan Sellers. Affiliates of the Master Servicer and Special Servicer may have, in the future, additional financial relationships with the Borrowers and their affiliates. The Master Servicer, the Special Servicer or any of their respective affiliates may acquire Private Certificates. In addition, the Holders of Certificates representing a majority interest in the Controlling Class may replace the Special Servicer. See "Servicing of the Mortgage Loans--Replacement of the Special Servicer" in this Prospectus Supplement. The Master Servicer and the Special Servicer each will be obligated to observe the terms of the Pooling Agreement and will be governed by the servicing standard described in this Prospectus Supplement. However, either such party may, especially if it or an affiliate is a Certificateholder, or has financial interests in or other financial dealings with the related Borrower, have interests when dealing with Mortgage Loans that are in conflict with those of Holders of the Offered Certificates. For instance, a Special Servicer that is a Certificateholder could seek to mitigate the potential for loss to its Class from a troubled Mortgage Loan by deferring enforcement in the hope of maximizing future proceeds. However, such action could result in less proceeds to the Trust than would have been realized if earlier action had been taken. In general, neither the Master Servicer nor the Special Servicer is required to act in a manner more favorable to the Offered Certificates or any particular Class thereof than to the Private Certificates. In addition, the Master Servicer and the Special Servicer each services (and will, in the future, service) existing and new loans for third parties, including portfolios of loans similar to the Mortgage Loans, in the ordinary course of its business. The properties securing these mortgage loans may be in the same markets as certain of the Mortgaged Properties. Consequently, personnel of the Master Servicer and 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. This may pose inherent conflicts for the Master Servicer or Special Servicer. S-39 Certain Rights to Payment that are Senior to Distributions on the Certificates. The Master Servicer, the Special Servicer and the Trustee are each entitled to receive out of payments on or proceeds of specific Mortgage Loans (or, in some cases, out of general collections on the Mortgage Pool) certain payments or reimbursements for or in respect of compensation, Advances (with interest thereon) and indemnities, prior to distributions on the Certificates. In particular, Advances are intended to provide liquidity not credit support, and the advancing party is entitled to be reimbursed for its Advances, together with interest thereon to offset its cost of funds. ERISA Considerations. The regulations that govern pension and other employee benefit plans subject to ERISA and plans and other retirement arrangements subject to Section 4975(c) of the Code are complex. Accordingly, if you are using the assets of such plans or arrangements to acquire Offered Certificates, you are urged to consult legal counsel regarding consequences under ERISA and the Code of the acquisition, ownership and disposition of Offered Certificates. In particular, the purchase or holding of the Class A-2, Class A-3, Class A-4, Class B-1 and Class B-2 Certificates by any such plan or arrangement may result in a prohibited transaction or the imposition of excise taxes or civil penalties. As a result, such Certificates should not be acquired by, on behalf of, or with assets of any such plan or arrangement, unless the purchase and continued holding of any such Certificate or interest therein is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption ("PTCE") 95-60. Sections I and III of PTCE 95-60 provide an exemption from the prohibited transaction rules for certain transactions involving an insurance company general account. See "Certain ERISA Considerations" in this Prospectus Supplement and "ERISA Considerations" in the Prospectus. Risk of Year 2000. The transition from the year 1999 to the year 2000 may disrupt the ability of computerized systems to process information. The collection of payments on the Mortgage Loans, the servicing of the Mortgage Loans and the distributions on your Certificates are highly dependent upon computer systems of the Master Servicer, the Special Servicer, the Trustee, the Borrowers, DTC and other third parties. Each of the Trustee and the Special Servicer has advised the Depositor that it is currently modifying its computer systems and applications and expects that it will be year 2000 capable prior to December 31, 1999. Each of the Trustee and the Special Servicer has also advised the Depositor that it is assessing the year 2000 capability of key vendors and subcontractors to determine whether key processes and business activity will be interrupted. To the extent that the computer systems of the Trustee or the Special Servicer rely on the computer systems of other companies, there can be no assurance that such other computer systems will be year 2000 capable or (even if they are year 2000 capable) that they will be compatible with the computer systems of the Trustee or the Special Servicer, as the case may be. The Master Servicer has advised the Depositor that, with respect to those computer systems identified as being mission critical for the performance of its servicing function described in this Prospectus Supplement, it is committed to either (i) modifying its respective existing systems to the extent required to cause them to be year 2000 capable, or (ii) acquiring new and/or upgraded computer systems that are year 2000 capable, in each case prior to December 31, 1999. The Master Servicer, the Special Servicer and the Trustee consider their products and services to be "year 2000 capable" if the product or service will be capable of accurately processing, providing and receiving date data from, into and between the twentieth and twenty-first centuries, and will correctly create, store, process and output information related to or including dates on or after December 31, 1999 as a result of the changing of the date from 1999 to 2000, including leap year calculations, when used for the purpose for which it was intended, assuming that all other products, including hardware and software, when used in combination with the product or service, properly exchange date data. However, neither the Depositor nor any Underwriter has made any independent investigation of the computer systems of the Master Servicer, the Special Servicer or the Trustee. In the event that the computer systems of the Master Servicer, the Special Servicer or the Trustee are not fully year 2000 capable, or to the extent its computer systems depend on other companies' computer systems that are not year 2000 capable or are incompatible with its systems, the resulting disruptions in the collection or distribution of receipts on the Mortgage Loans could materially adversely affect the Certificateholders. S-40 DTC has informed members of the financial community that it has developed and is implementing a program so that its systems, as the same relate to the timely payment of distributions (including principal and interest payments) to securityholders, book-entry deliveries, and settlement of trades within DTC, continue to function appropriately on and after January 1, 2000. This program includes a technical assessment and a remediation plan, each of which is complete. Additionally, DTC's plan includes a testing phase, which is expected to be completed within appropriate timeframes. However, DTC's ability to perform properly its services is also dependent upon other parties, including, but not limited to, its participating organizations (through which Certificateholders will hold their Offered Certificates), as well as the computer systems of third-party service providers. DTC has informed the financial community that it is contacting (and will continue to contact) third-party vendors from whom DTC acquires services to: (i) impress upon them the importance of such services being year 2000 compliant and (ii) determine the extent of their efforts with respect to remediation of year 2000 problems with (and, as appropriate, testing of) their services. In addition, DTC has stated that it is in the process of developing such contingency plans as it deems appropriate. If problems associated with the year 2000 issue were to occur with respect to DTC and the services described above, distributions to Certificateholders could be delayed or otherwise adversely affected. Risks Related to the Mortgage Loans Repayment of the Mortgage Loans Depends on the Operation of the Mortgaged Properties. The Mortgage Loans are secured by first mortgage liens on fee and/or leasehold interests in the following types of real property: o Retail o Multifamily Rental o Office o Hospitality o Manufactured Housing Community o Mixed-Use o Self Storage o Industrial o Independent/Assisted Living o Healthcare Lending on the types of multifamily rental and commercial properties listed above is generally perceived as involving greater risk than lending on the security of single-family residential properties. This is because multifamily rental and commercial real estate lending involves larger loans, and repayment is dependent upon the successful operation of the related real estate project. The following factors, among others, will affect the ability of a Mortgaged Property to generate net operating income: o the age, design and construction quality of the property; o perceptions regarding the safety, convenience and attractiveness of the property; o the proximity and attractiveness of competing properties; o new construction of competing properties; o the adequacy of the property's management and maintenance; o national, regional or local economic conditions (including plant closings, industry slowdowns and unemployment rates); o local real estate conditions (including an increase in or oversupply of comparable commercial or residential space); o demographic factors; o customer tastes and preferences; and S-41 o retroactive changes in building codes. Particular factors that may adversely affect the ability of a Mortgaged Property to generate net operating income include: o an increase in operating expenses; o an increase in the capital expenditures needed to maintain the property or make improvements; o a decline in the financial condition of a major tenant (in particular, a sole tenant or anchor tenant); o an increase in vacancy rates; and o a decline in rental rates as leases are renewed or replaced. The volatility of net operating income generated by a Mortgaged Property over time will be influenced by many of the foregoing factors, as well as by: o the length of tenant leases; o the creditworthiness of tenants; o the rental rates at which leases are renewed or replaced; o the percentage of total property expenses in relation to revenue; o the ratio of fixed operating expenses to those that vary with revenues; and o the level of capital expenditures required to maintain the property and to maintain or replace tenants. Therefore, Mortgaged Properties with short-term or less creditworthy sources of revenue and/or relatively high operating costs, such as those operated as hospitality and self-storage properties, can be expected to have more volatile cash flows than Mortgaged Properties with medium- to long-term leases from creditworthy tenants and/or relatively low operating costs. A decline in the real estate market 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. Issues Involving Single-Tenant Mortgage Loans. In the case of thirteen (13) Mortgage Loans, representing 1.6% of the Initial Pool Balance, the related Borrower has leased the related Mortgaged Property entirely to a single tenant (each such Mortgaged Property, a "Single-Tenant Mortgaged Property" and each such Mortgage Loan, a "Single-Tenant Mortgage Loan"). The underwriting of a Single-Tenant Mortgage Loan is often based primarily upon the monthly rental payments due from the tenant under the lease of the related Mortgaged Property. Where the primary lease term expires before the scheduled maturity date (or Anticipated Repayment Date, where applicable) of a Single-Tenant Mortgage Loan, the related Originator considered the incentives for the tenant to re-lease the premises and the anticipated rental value of the premises at the end of the primary lease term. If, however, the current tenant does not renew its lease on comparable economic terms to the expired lease, or if a suitable replacement tenant does not enter into a new lease on similar economic terms, there could be a negative impact on the payments on the related Mortgage Loan. Each lease encumbering a Single-Tenant Mortgaged Property generally requires the related tenant to pay all real property taxes and assessments levied or assessed against such Mortgaged Property and all charges for utility services, insurance and other operating expenses incurred in connection with operating such Mortgaged Property. Generally, the tenants under such leases are required, at their expense, to maintain the related Single-Tenant Mortgaged Properties in good order and repair. Tenant Concentration Entails Risk. In those cases where a Mortgaged Property is leased to a single tenant or is primarily leased to one or a small number of major tenants, a deterioration in the financial condition or a change in the plan of operations of any such tenant can have particularly significant effects on the net cash flow generated by such Mortgaged Property. If any such tenant defaults under or fails to renew its lease, the resulting adverse financial effect on the operation of such Mortgaged Property will be substantially more severe than would be the case with respect to a property occupied by a large number of less significant tenants. S-42 Any Mortgaged Property operated for retail, office or industrial purposes also may be adversely affected by a decline in a particular business or industry if a concentration of tenants at the property is engaged in that business or industry. Tenant Bankruptcy Entails Special Risks. The bankruptcy or insolvency of a major tenant, or a number of smaller tenants, at any particular Mortgaged Property may adversely affect the income produced by such property. 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 reserved under the lease for the periods prior to the bankruptcy petition (or earlier surrender of the leased premises) which are unrelated to the rejection, plus the greater of one year's rent or 15% of the remaining reserved rent (but not more than three years' rent). Certain Additional Risks Relating to Tenants. The Mortgaged Properties will be affected by the ability of the respective Borrowers to renew leases or relet space on comparable terms when existing leases expire and/or become defaulted. Most of the Mortgaged Properties are in whole or in part occupied under leases that expire during the respective terms of the related Mortgage Loans. Even if vacated space is successfully relet, the costs associated with reletting, including tenant improvements and leasing commissions in the case of Mortgaged Properties operated for retail, office or industrial purposes, can be substantial and could reduce cash flow from the Mortgaged Properties. Moreover, if a tenant at any Mortgaged Property defaults in its lease obligations, 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 property. If a Mortgaged Property has multiple tenants, re-leasing expenditures may be more frequent than in the case of a Mortgaged Property with fewer tenants, thereby reducing the cash flow available for payments on the related Mortgage Loan. Multi-tenanted Mortgaged Properties may also experience higher continuing vacancy rates and greater volatility in rental income and expenses. In certain cases, the lease of a major or anchor tenant at a multi-tenanted Mortgaged Property expires prior to the maturity date of the related Mortgage Loan. In addition, certain of the Mortgage Loans grant the tenants under certain of the leases the right to purchase a portion of the related Mortgaged Property at amounts which may be less than the portion of the principal balance of the applicable loan that one might allocate to such portion of such Mortgaged Property. This could make such Mortgaged Property more difficult to sell after foreclosure and could result in a larger loss than would otherwise be incurred. Property Value May Be Adversely Affected Even When Current Operating Income Is Not. Various factors may affect the value of the Mortgaged Properties without affecting their current net operating income, including: o changes in interest rates; o the availability of refinancing sources; o changes in governmental regulations or fiscal policy; o changes in zoning or tax laws; and o potential environmental or other legal liabilities. Property Management May Affect Property Value. The operation of a Mortgaged Property will depend upon the property manager's performance and viability. The property manager generally is responsible for the following: 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 ensuring that maintenance and capital improvements are carried out in a timely fashion. S-43 Mortgaged Properties that derive revenues primarily from short-term rental commitments, such as hospitality or self-storage properties, generally require more intensive management than properties leased to tenants under long-term leases. By controlling costs, providing appropriate and efficient services to tenants and maintaining improvements in good condition, a property manager can maintain or improve occupancy rates, business and cash flow, reduce operating and repair costs and preserve building value. On the other hand, management errors can, in some cases, impair the long term viability of a Mortgaged Property. See the table entitled "Managers and Locations of the Mortgaged Properties" on Exhibit A-1 to this Prospectus Supplement for the names of the various property managers. Factors Affecting the Operation of Retail Properties. Seventy-eight (78) Mortgage Loans, representing 35.6% of the Initial Pool Balance, are secured by retail properties at which businesses offer consumer goods, other products and various entertainment, recreational or personal services (such Mortgaged Properties, the "Retail Properties"). The Retail Properties consist of-- o neighborhood shopping centers; o strip shopping centers; o power centers; and o individual stores and businesses. A variety of stores and businesses are located at the Retail Properties, including-- o department stores; o grocery stores; o convenience stores; o restaurants; o discount stores; o drug stores; o electronics stores; o automotive parts supply stores; o automotive repair stores; o hardware and home improvement stores; o fitness centers; o banks; o specialty shops; o gasoline stations; o movie theaters; o salons; and o dry cleaners. The value and operation of a Retail Property depend on (among other things) the qualities and success of its tenants. The success of tenants generally at a Retail Property will be affected by a number of factors, including-- o competition from other retail properties; o perceptions regarding the safety, convenience and attractiveness of the property; o demographics of the surrounding area; o the strength and stability of the local, regional and national economies; o traffic patterns and access to major thoroughfares; o availability of parking; o the particular mixture of the goods and services offered at the property; o customer tastes, preferences and spending patterns; and S-44 o the drawing power of other tenants (some tenants may have clauses in their leases that permit them to cease operations at the property if certain other stores are not operated at the property). A Retail Property generally must compete with comparable properties for tenants. Such competition is generally based on-- o rent (the owner of a Retail Property may be required to offer a potential tenant a "free rent" or "reduced rent" period); o tenant improvements (the owner of a Retail Property may at its own expense significantly renovate and/or adapt space at the property to meet a particular tenant's needs); and o the age and location of the property. Issues Involving Anchor Tenants. The presence or absence of an "anchor tenant" in a retail center can be important, because anchor tenants play a key role in generating customer traffic and making the center desirable for other tenants. An "anchor tenant" is, in general, a retail tenant whose space is substantially larger in size than that of other tenants at the same retail center and whose operation is vital in attracting customers to the property. The Depositor considers many of the Retail Properties to be "anchored", although in some cases the premises occupied by the "anchor tenant" is not part of the security for the particular Mortgage Loan (in particular, in cases where the "anchor tenant" owns the space it occupies). In such cases, to the extent the Borrower does not control the space occupied by the "anchor tenant", the Borrower may not be able to take actions with respect to such space that it otherwise typically would, such as granting concessions to retain an "anchor tenant" or removing an ineffective "anchor tenant". In addition, in the case of certain Retail Properties, an "anchor tenant" has ceased (or may in the future cease) to operate at the property (thereby leaving its space unoccupied even though it continues to own or pay rent on the vacant space). If an "anchor tenant" ceases operations at a Retail Property, certain other tenants of such property may be entitled by the terms of their leases to either terminate such leases prior to the scheduled termination date for the related lease or to pay rent at a reduced rate for the remaining term of the related lease. Various factors will adversely affect the economic performance of an "anchored" Retail Property, including: o an anchor tenant's failure to renew its lease; o termination of an anchor tenant's lease; o the bankruptcy or economic decline of an anchor tenant or a self-owned anchor; o the cessation of the business of a self-owned anchor or of an anchor tenant (notwithstanding its continued payment of rent); or o a loss of an anchor tenant's ability to attract shoppers. New Forms of Competition. The Retail Properties may also face competition from sources outside a given real estate market or with lower operating costs. For example, all of the following compete with more traditional department stores and specialty shops for consumer dollars: o factory outlet centers; o discount shopping centers and clubs; o catalogue retailers; o television shopping networks and programs; o internet web sites; and o telemarketing. See "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Risks Particular to Retail Sales and Service Properties" in the Prospectus. S-45 Factors Affecting the Operation of Multifamily Rental Properties. One hundred forty (140) Mortgage Loans, representing 34.3% of the Initial Pool Balance, are secured by multifamily rental apartment buildings (such Mortgaged Properties, the "Multifamily Rental Properties"). Factors that will affect the value and operation of a Multifamily Rental Property include: o the physical attributes of the apartment building (e.g., its age, appearance, amenities and construction quality); o the location of the property; o the characteristics of the surrounding neighborhood (which may change over time); o the ability of management to provide adequate maintenance and insurance; o the property's reputation; o the level of mortgage interest rates (which may encourage tenants to purchase rather than lease housing); o the presence of competing properties; o the tenant mix (e.g., the tenant population may be heavily dependent on workers from a particular business, personnel from a local military base or may be predominantly students); o adverse local, regional or national economic conditions (which may limit the amount that may be charged and may result in a reduction in timely rent payments or a reduction in occupancy levels); o state and local regulations (which may affect the building owner's ability to increase rent to the market rent for an equivalent apartment); o the extent to which the property is subject to land use restrictive covenants or contractual covenants that require that units be rented to low income tenants; and o the extent to which the cost of operating a Multifamily Rental Property, including the cost of utilities and the cost of required capital expenditures, may increase. Effects of State and Local Regulations. Certain states where the Multifamily Rental Properties are located regulate the relationship between owner and tenants and require a written lease, good cause for eviction, disclosure of fees and notification to residents of changed land use. Certain states where the Multifamily Rental Properties are located also prohibit retaliatory evictions, limit the reasons for which a landlord may terminate a tenancy, limit the reasons for which a landlord may increase rent and prohibit a landlord from terminating a tenancy solely because the building has been sold. In addition, numerous counties and municipalities impose rent control regulations on apartment buildings and others may impose such restrictions in the future. These regulations 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. Any limitations on a Borrower's ability to raise property rents may impair such Borrower's ability to repay its Mortgage Loan from its net operating income or the proceeds of a sale or refinancing of the related Multifamily Rental Property. Moderate- and Low-Income Tenants. Some of the Multifamily Rental Properties are subject to land use restrictive covenants or contractual covenants in favor of federal or state housing agencies. These covenants generally require that a minimum number or percentage of units be rented to tenants who have incomes that are substantially lower than median incomes in the area or region. Such covenants may limit the potential rental rates that may govern rentals at a Multifamily Rental Property, the potential tenant base for the property or both. Ten (10) Mortgage Loans, representing 3.8% of the Initial Pool Balance, are secured by Multifamily Rental Properties that are eligible for low income rent subsidies from the United States Department of Housing and Urban Development ("HUD") under its "Section 8" program ("Section 8"). The payment of such rent subsidies to a particular project owner is made pursuant to a Housing Assistance Payment contract (a "HAP Contract") between HUD and the owner of the project or a local public housing authority. Upon expiration of a HAP Contract, the rental subsidies terminate, thereby eliminating a source of funds for the related Borrower to make payments under its Mortgage Loan. See "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Risks Particular to Multifamily Rental Properties" in the Prospectus. S-46 Factors Affecting the Operation of Office Properties. Forty-two (42) Mortgage Loans, representing 11.7% of the Initial Pool Balance, are secured by office properties (such Mortgaged Properties, the "Office Properties"). A number of factors will affect the value and operation of an Office Property, including: o adverse changes in population, patterns of telecommuting and sharing office space, and employment growth (all of which affect demand for office space); o the number and quality of tenants in the building; o the physical attributes of the building in relation to competing buildings; o access to transportation; o the strength and stability of the local, regional and national economies; o the availability of tax benefits; o the desirability of the location of the building; o changes in zoning laws; and o the cost of refitting office space for a new tenant (which is often significantly higher than the cost of refitting other types of properties for new tenants). See "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Risks Particular to Office Properties" in the Prospectus. Factors Affecting the Repayment of Mortgage Loans Secured by Condominium Properties. Certain of the Mortgage Loans are secured by the related Borrower's ownership interest in all or a majority of the units/space in a residential or commercial condominium project and the related voting rights in the owners' association for such project. The affected Mortgaged Properties include, among others, Telshor Tower Plaza Shopping Center, Territorial Village Shopping Center, Fox Run Shopping Center and Crystal Springs Apartments. In most cases, the holder of the related Mortgage Loan has a controlling vote in the owners' association. Due to the nature of condominiums and each Borrower's ownership interest in the related properties, a default on any such Mortgage Loan will not allow the holder of the Mortgage Loan the same flexibility in realizing upon the Mortgaged Property as is generally available with respect to Mortgaged Properties that are not condominiums. The rights of other unit owners, certain restrictive covenants with respect to the properties, the governing documents of the owners' association and the state and local laws applicable to condominiums must be considered and respected. Consequently, servicing and realizing upon the collateral of such Mortgage Loans could subject the Trust to greater delay, expense and risk than a loan secured by a Mortgaged Property that is not a condominium. Some of the Mortgaged Properties May Not Be Readily Convertible to Alternative Uses. Some of the Mortgaged Properties (in particular, those operated as manufactured housing communities or those operated for industrial purposes) may not be converted to alternative uses without substantial capital expenditures. If a Mortgaged Property is not readily adaptable to other uses, its liquidation value may be substantially less than would otherwise be the case. Risks Associated with Related Parties. Certain groups of Borrowers under the Mortgage Loans are under common control. Several groups of Mortgage Loans (which are neither cross-collateralized nor the allocable portions of the indebtedness evidenced by a single note), are made to the same Borrower or have related Borrowers that are directly or indirectly affiliated with one another. The following table identifies and sets forth Cut-off Date Balances for the groups of Mortgage Loans (all of which are Portfolio Loans) that represent more than 2.0% or more of the Initial Pool Balance which are made to the same Borrower or to related or affiliated Borrowers. % of Initial Related Party Mortgage Loans Cut-off Date Balance Pool Balance - ---------------------------- -------------------- ------------ The Fifteen Southeast Realty Loans $58,000,000 3.7% The Alliance Loans/Hidden Oaks Apts. $51,261,293 3.3% The Stone Fort Loans $36,135,000 2.3% S-47 In addition, certain tenants lease space at more than one Mortgaged Property, and certain tenants are related to or affiliated with a Borrower. See Exhibit A-1 to this Prospectus Supplement for a list of the 3 most significant tenants at each of the Office Properties, the Retail Properties and the Mortgaged Properties used for industrial purposes. The bankruptcy or insolvency of, or other financial problems with respect to, any Borrower or tenant that is (directly or through affiliation) associated with multiple Mortgaged Properties could have an adverse effect on the operation of all of the related Mortgaged Properties and on the ability of such related Mortgaged Properties to produce sufficient cash flow to make required payments on the related Mortgage Loans. For example, if a Borrower that owns or controls several real properties (whether or not all of them secure Mortgage Loans in the Mortgage Pool) experiences financial difficulty at one such property, it could defer maintenance at another such property, which may be a Mortgaged Property, in order to satisfy current expenses with respect to the first such property. The Borrower could also attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting debt service payments on the related Mortgage Loans (subject to the Master Servicer's obligations to make P&I Advances) for an indefinite period. In addition, multiple Mortgaged Properties owned by the same Borrower or related Borrowers are likely to have common management, thereby increasing the risk that financial or other difficulties experienced by the property manager could have a greater impact on the Mortgage Pool. The terms of many of the Mortgage Loans require that the Borrowers be single-purpose entities. In most cases, such 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. Such provisions are designed to mitigate the possibility that the Borrower's financial conditions would be adversely impacted by factors unrelated to the Mortgaged Property and the Mortgage Loan in the pool. However, the Depositor cannot assure you that such Borrowers will comply with such requirements. Furthermore, in many cases such Borrowers are not required to observe all covenants and conditions which typically are required in order for such Borrowers to be viewed under standard rating agency criteria as "special purpose entities". In the case of the Mortgage Loan secured by the Embarcadero Corporate Center Property, such property is held by multiple Borrowers as tenants-in-common and the terms of the related Mortgage Loan requires such Borrowers to transfer ownership of such property to a single, bankruptcy remote entity on or before May 5, 2000. See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the Prospectus. Loan Concentration Entails Risk. In general, the inclusion in a mortgage pool of one or more Mortgage Loans that have outstanding principal balances that are substantially larger than the other Mortgage Loans in the pool 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 such pool were distributed more evenly. Without regard to the cross-collateralization of the Portfolio Loans, the average Cut-off Date Balance of the Mortgage Loans is $4,520,212. Presenting each group of cross-collateralized Portfolio Loans as a single Mortgage Loan, the average Loan Group Cut-off Date Balance of the Mortgage Loans is $5,309,701. Several of the individual Mortgage Loans have Cut-off Date Balances, and several of the groups of cross-collateralized Portfolio Loans have aggregate Cut-off Date Balances, that are substantially higher than such average Cut-off Date Balance or Loan Group Cut-off Date Balance. The following table sets forth Cut-off Date Balances for the five largest individual Mortgage Loans and groups of cross-collateralized Mortgage Loans. Cut-off Date Balances and Concentration of Mortgage Loans Individual Mortgage Loan % of Initial or Group of Mortgage Loans Cut-off Date Balance Pool Balance - -------------------------- -------------------- ------------ The Oakwood Plaza Loan $67,944,452 4.4% The Fifteen Southeast Realty Loans $58,000,000 3.7% The Herald Center Loan $49,975,508 3.2% The Alliance Loans $45,964,360 3.0% The Stone Fort Loans $36,135,000 2.3% S-48 Basis of Presentation Affects Certain Information. As described above, where a single mortgage note is secured by two or more Mortgaged Properties which are geographically diverse, this Prospectus Supplement generally reflects an allocation of such indebtedness among those Mortgaged Properties and presents each allocated portion as if it were an individual Mortgage Loan secured by the Mortgaged Property for which the allocation was made. Where multiple mortgage notes are cross-collateralized and cross-defaulted, this Prospectus Supplement generally presents the individual Mortgage Loans without regard to the cross-collateralization or cross-default provisions. The basis of presentation described above affects the information set forth in this Prospectus Supplement. For example, under such basis of presentation, the average Cut-off Date Balance of the Mortgage Loans is $4,520,212. However, when each group of cross-collateralized Portfolio Loans is presented as a single Mortgage Loan, the average Loan Group Cut-off Date Balance of the Mortgage Loans is $5,309,701. In addition, in the case of some such groups of Portfolio Loans, the information presented in this Prospectus Supplement with respect to each related Mortgaged Property (such as the Underwritten Debt Service Coverage Ratio, the Cut-off Date Loan-to-Value Ratio and the Maturity/ARD Loan-to-Value Ratio) reflects the aggregation and allocation of the characteristics of all Mortgaged Properties in the group relative to the aggregate indebtedness, rather than the information related to that specific Mortgaged Property. See the notes to the tables set forth in Exhibit A-1 to this Prospectus Supplement for an identification of each group of Portfolio Loans that together represent a single indebtedness evidenced by a single note or form a group of cross-collateralized and cross-defaulted Portfolio Loans. Geographic Concentration Entails Risks. A concentration of Mortgaged Properties in a particular locale, state or region increases the exposure of the Mortgage Pool to various factors including: o any adverse economic developments that occur in the locale, state or region where such Mortgaged Properties are located; o changes in the real estate market where such Mortgaged Properties are located; o changes in governmental rules and fiscal policies in the governmental jurisdiction where such Mortgaged Properties are located; and o acts of nature, including floods, tornadoes and earthquakes in the areas where such Mortgaged Properties are located. The Mortgaged Properties are located in 39 states and the District of Columbia. The Mortgaged Properties located in each of the following states secure Mortgage Loans (or allocated portions thereof) that represent 3.8% or more of the Initial Pool Balance: Total Cut-off Date Balance of Mortgage Loans (or Allocated Portions thereof) % of Initial State Secured by Mortgaged Properties in State Pool Balance - ----- ---------------------------------------- ------------ California $283,469,521 18.3% Texas $260,363,210 16.8% Florida $201,145,736 13.0% Colorado $65,155,027 4.2% New York $58,408,212 3.8% Risk of Changes in Mortgage Pool Composition. The Mortgage Loans amortize at different rates and, to some extent, mature on different dates. In addition, certain Mortgage Loans may be prepaid or liquidated. As a result of the foregoing, the relative composition of the Mortgage Pool will change over time. If you purchase Certificates with a Pass-Through Rate that is equal to or calculated based upon a weighted average of interest rates on the Mortgage Loans, your Pass-Through Rate will be affected (and may decline) as the relative composition of the Mortgage Pool changes. S-49 In addition, as payments and other collections of principal are received with respect to the Mortgage Loans, the remaining Mortgage Pool may exhibit an increased concentration with respect to property type, number and affiliation of Borrowers or geographic location. If you purchase any Offered Certificates other than the Class A-1A Certificates, you will be more exposed to any risks associated with changes in concentrations of Borrower, loan or property characteristics than are persons who own Offered Certificates that have an earlier Assumed Final Distribution Date than your Certificates. Extension and Default Risks Associated With Balloon Loans and ARD Loans. Three hundred five (305) Mortgage Loans, representing 81.8% of the Initial Pool Balance, are Balloon Loans, and twenty-two (22) Mortgage Loans, representing 15.1% of the Initial Pool Balance, are ARD Loans. The ability of a Borrower under a Balloon Loan to make the required Balloon Payment at maturity, and the ability of a Borrower under an ARD Loan to repay such Mortgage Loan on or before the related Anticipated Repayment Date, in each case depends upon its ability either to refinance the loan or to sell the related Mortgaged Property. The ability of a Borrower to refinance its Mortgage Loan or sell the related Mortgaged Property will depend on a number of factors occurring at the time of attempted refinancing or sale, including: o the level of available mortgage rates; o the fair market value of the related Mortgaged Property; o the Borrower's equity in the related Mortgaged Property; o the financial condition of the Borrower; o operating history of the related Mortgaged Property; o tax laws; 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. Two hundred seventy-eight (278) Balloon Loans, representing 75.3% of the Initial Pool Balance, have maturity dates, and two (2) ARD Loans, representing 7.6% of the Initial Pool Balance have Anticipated Repayment Dates, that in each case occur during the six-month period from January 1, 2009 to June 30, 2009. See "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans" and "--Additional Mortgage Loan Information" in this Prospectus Supplement and "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans" in the Prospectus. Any failure of a Borrower under a Balloon Loan to timely pay its Balloon Payment will be a default thereunder. Subject to certain limitations, the Special Servicer may extend, modify or otherwise deal with Mortgage Loans that are in material default or as to which a payment default is reasonably foreseeable. See "Servicing of the Mortgage Loans--Modifications, Waivers, Amendments and Consents" in this Prospectus Supplement. There can be no assurance that any extension or modification will increase the recoveries in a given case. The failure of a Borrower under an ARD Loan to repay such Mortgage Loan by the related Anticipated Repayment Date will not constitute a default thereunder. Although an ARD Loan includes several provisions that may give the Borrower an incentive to repay such Mortgage Loan by the related Anticipated Repayment Date, there can be no assurance that such Borrower will be sufficiently motivated or able to do so. If any Balloon Loan remains outstanding past its stated maturity, or if any ARD Loan remains outstanding past its Anticipated Repayment Date, the weighted average lives of certain Classes of the Offered Certificates may be extended. See "Yield and Maturity Considerations" in this Prospectus Supplement and in the Prospectus. Risks of Subordinate and Other Additional Financing. The following table identifies those Mortgaged Properties which are known to the Depositor to be encumbered by secured subordinate debt, the initial principal amount of the debt and the Cut-off Date Balances of the related Mortgage Loans and also sets forth, in the case of each such Mortgaged Property, whether the subordinate lender has entered into an agreement with the mortgagee under the related Mortgage Loan whereby such subordinate lender-- S-50 o expressly subordinates its rights to receive collections and proceeds from, and otherwise deal with, such Mortgaged Property and the related Borrower (any such agreement, a "Subordination Agreement"), and/or o agrees, for so long as the related Mortgage Loan is outstanding, not to take any enforcement or other legal action against such Mortgaged Property or the related Borrower as long as the mortgagee under the related Mortgage Loan has not done so (any such agreement, a "Standstill Agreement").
% of Initial Pool Balance Cut-off Date Balance Represented Initial Principal of Related by Related Amount of Secured Mortgaged Property Mortgage Loan Mortgage Loan Subordinate Debt - ------------------ ------------- ------------- ---------------- Ontario Plaza $13,558,185 0.9% $1,675,000 (1) Pines of Westbury $12,940,243 0.8% $1,670,000 (1)(2) Pleasant Hill Executive Park $7,515,312 0.5% $493,641 (1)
- ---------- (1) The subordinate lender has executed a Subordination Agreement and/or a Standstill Agreement. (2) The property has $2,278,241 of unsecured debt which is also subject to a Subordination Agreement and/or a Standstill Agreement. The Mortgage Loan secured by the Rivermont Park Property permits future secured subordinate debt subject to certain conditions, including the delivery of a subordination and standstill agreement. Except as described above, each Mortgage Loan either (i) prohibits the related Borrower from encumbering the Mortgaged Property with additional secured debt or (ii) requires the consent of the holder of such Mortgage Loan prior to so encumbering such property. However, a violation of such prohibition may not become evident until the related Mortgage Loan otherwise defaults, and the Trust may not realistically be able to prevent a Borrower from incurring subordinate debt. The existence of any secured subordinated indebtedness increases the difficulty of refinancing the related Mortgage Loan at maturity, and the related Borrower may have difficulty repaying multiple loans. In addition, the Trust's foreclosure of the related Mortgage Loan may be delayed by the bankruptcy or similar proceedings involving the subordinate lender or other legal action by such subordinate lender. See "Certain Legal Aspects of Mortgage Loans--Subordinate Financing" in the Prospectus. Borrowers under eleven (11) Mortgage Loans, representing 5.1% of the Initial Pool Balance (and including the Mortgage Loans secured by the Weis Plaza, The Admiral Apartments & The Drake Apartments, Cherry Creek Retirement Village, Pickwick Apartments, Silver Cliff Apartments, 201 Commonwealth Court, The Court at Deptford II, Carrollton Place Apartments, Welshwood Apartments, Cypress Center and Pines of Westbury), have unsecured debt of which the Depositor is aware. In some such cases, the lender on such debt is an affiliate of the Borrower. In each such case, the lender on such unsecured debt has executed and delivered a Subordination Agreement and a Standstill Agreement in favor of the mortgagee under the related Mortgage Loan. In addition, some of the Mortgage Loans permit the related Borrower to incur unsecured subordinated debt in the future, subject to delivery of a Subordination Agreement and/or Standstill Agreement and, in certain cases, provisions that limit the use of proceeds to refurbishing or renovating the property and/or acquiring furniture, fixtures and equipment for the property. Further, if a Borrower was not required to meet "single purpose entity, bankruptcy remote" criteria, then the related Mortgage Loan documents may not prohibit or limit the incurrence of future unsecured debt. Additional debt, in any form, may cause a diversion of funds from property maintenance and increase the likelihood that the Borrower will become the subject of a bankruptcy proceeding. Except as described above, the Depositor has not been able to confirm whether the respective Borrowers under the Mortgage Loans have any other debt outstanding. S-51 Owners of certain Borrowers under the Mortgage Loans have incurred so-called "mezzanine debt" that is secured by their ownership interests in such Borrowers. Such financing effectively reduces the indirect equity interest of any such owner in the related Mortgaged Property. With respect to seven (7) Mortgage Loans, representing 6.9% of the Initial Pool Balance (including the Mortgage Loan secured by Oakwood Plaza), the Depositor is aware that the owners of the related Borrower have pledged their equity interests in such Borrowers to secure "mezzanine debt". In particular, the owners of the Borrower under the Mortgage Loan secured by Oakwood Plaza have pledged their equity interests in such Borrower (together with other collateral, including the equity interests in other partnerships) to secure a revolving credit facility. An affiliate of GECA is the lender of the related revolving credit facility. The Mortgage Loans secured by Oakwood Village Apartments and the Stone Fort Properties permit the pledge of the equity interests in the related Borrower to secure future loans to the principals of such Borrower. See "Risks Related to the Offered Certificates--Potential Conflicts of Interest". Limited Recourse. You should consider all of the Mortgage Loans to be nonrecourse loans (i.e., in the event of a default, recourse will be limited to the related Mortgaged Property or Properties securing the defaulted Mortgage Loan). In those cases where recourse to a Borrower or guarantor is permitted by the loan documents, the Depositor has not undertaken any evaluation of the financial condition of such Borrower or guarantor. Consequently, as described more fully above, payment on each Mortgage Loan at or prior to maturity is dependent on one or more of the following: o the sufficiency of the net operating income; o the market value of the property at or prior to maturity; and o the ability of the Borrower to refinance or sell the Mortgaged Property. None of the Mortgage Loans is insured or guaranteed by any governmental entity or private mortgage insurer. Bankruptcy Proceedings Entail Certain Risks. Under the Bankruptcy Code, the filing of a petition in bankruptcy by or against a Borrower will stay the sale of the Mortgaged Property owned by that Borrower, as well as the commencement or continuation of a foreclosure action. In addition, 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 reduce the amount of secured indebtedness to the then-value of the Mortgaged Property. Such an action would make the lender a general unsecured creditor for the difference between the then-value and the amount of its outstanding mortgage indebtedness. A bankruptcy court also may: (i) grant a debtor a reasonable time to cure a payment default on a Mortgage Loan; (ii) reduce monthly payments due under a Mortgage Loan; (iii) change the rate of interest due on a Mortgage Loan; or (iv) 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 out the junior lien. Certain of the Borrowers have subordinate debt secured by the related Mortgaged Property. See "--Risks of Subordinate and Other Additional Financing" above. 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 Bankruptcy Code, a lender will be stayed from enforcing a Borrower's assignment of rents and leases. The 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 may significantly delay 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. 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. S-52 Environmental Risks. In general, a third-party consultant conducted an environmental site assessment (or updated a previously conducted assessment) with respect to all of the Mortgaged Properties within the 20-month period preceding the Cut-off Date. Each environmental site assessment or update generally complied with industry-wide standards. However, in some cases, the related environmental site assessment was limited in scope. In the case of certain Mortgaged Properties, a "Phase II" environmental assessment was also performed. If any such assessment or update revealed a material adverse environmental condition or circumstance at any Mortgaged Property and the consultant recommended action, then (depending on the nature of the condition or circumstance) the Borrower-- o has implemented or agreed to implement an operations and maintenance plan (including, in several cases, in respect of asbestos-containing materials ("ACMs"), lead-based paint and/or radon) or periodic monitoring of nearby properties in the manner and within the time frames specified in the related Mortgage Loan documents; or o established an escrow reserve with the lender to cover the estimated cost of remediation. There can be no assurance, however, that the environmental assessments identified all adverse environmental conditions and risks, that the related Borrowers will implement all recommended operations and maintenance plans or that the recommended action will fully remediate or otherwise address all the adverse environmental conditions and risks. In addition, the current environmental condition of a Mortgaged Property could be adversely affected by tenants (e.g., gasoline stations or dry cleaners) or by the conditions or operations in the vicinity of the Mortgaged Properties (e.g., leaking underground storage tanks) at another property nearby. See "Description of the Mortgage Pool--Certain Underwriting Matters--Environmental Assessments". Liability of the Trust Under Environmental Laws. Various environmental laws may make a current or previous owner or operator of real property liable for the costs of removal or remediation of hazardous or toxic substances on, under or adjacent to such property. Those laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. For example, certain laws impose liability for release of ACMs into the air or require the removal or containment of ACMs. The owner's liability for any required remediation generally is not limited by law and accordingly could exceed the value of the property and/or the aggregate assets of the owner. In addition, the presence of hazardous or toxic substances, or the failure to remediate the adverse environmental condition, may adversely affect the owner's or operator's ability to use such property. In certain states, contamination of a property may give rise to a lien on the property to ensure the costs of clean-up. In some such states this lien has priority over the lien of an existing mortgage. In addition, third parties may seek recovery from owners or operators of real property for personal injury associated with exposure to hazardous substances. Persons who arrange for the disposal or treatment of hazardous or toxic substances may be liable for the costs of removal or remediation of such substances at the disposal or treatment facility. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), as well as certain other federal and state laws, provide that a secured lender (such as the Trust) may be liable, as an "owner" or "operator" of the real property, regardless of whether the Borrower or a previous owner caused the environmental damage, if (i) agents or employees of the lender are deemed to have participated in the management of the Borrower or (ii) under certain conditions the lender 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 or foreclosure). Although recently enacted legislation clarifies the activities in which a lender may engage without becoming subject to liability under CERCLA and similar federal laws, such legislation has no applicability to state environmental laws. Moreover, future laws, ordinances or regulations could impose material environmental liability. See "Certain Legal Aspects of the Mortgage Loans--Environmental Considerations" in the Prospectus. S-53 Risks Related to Lead-Based Paint at Multifamily Rental Properties. Federal law requires owners of 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 and the potential hazards to pregnant women and young children, including that 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 can be held liable for injuries to their tenants resulting from exposure under various laws that impose affirmative obligations on property owners of residential housing containing lead-based paint. The environmental assessments revealed the existence of lead-based paint at certain of the Multifamily Rental Properties. In these cases, the Borrowers have either implemented operations and maintenance programs or are in the process of removing the lead-based paint. Risks Related to LUSTs. Certain of the Mortgaged Properties contained or are in the vicinity of sites containing leaking underground storage tanks ("LUSTs") or other potential sources of soil or groundwater contamination. Although the owners of those Mortgaged Properties have or are in the process of remediating such conditions and the Trust may not have legal liability for contamination of the Mortgaged Properties from such off-site sources, the costs of remediation or liability in excess of amounts held in escrow or the enforcement of rights against third parties may result in additional transaction costs to the Trust. Risks Related to ACMs. At several of the Mortgaged Properties, ACMs have been detected through sampling by environmental consultants. The ACMs found at these Mortgaged Properties are not expected to present a significant risk as long as the identified or presumed problem is properly managed. In connection therewith, the related Borrowers have generally agreed to establish and maintain operations and maintenance or abatement programs. Nonetheless, there can be no assurance that the value of a Mortgaged Property as collateral for the Mortgage Loan will not be adversely affected by the presence of ACMs. Also, injuries arising from exposure to asbestos can be the basis for a toxic tort claim. Risks Related to the Special Servicer Obtaining an Environmental Assessment Prior to taking Remedial Action. The Pooling Agreement will provide that before the Special Servicer acquires title to a Mortgaged Property on behalf of the Trust or assumes operation of a Mortgaged Property, it must obtain an environmental assessment of the property. Although this requirement will decrease the likelihood that the Trust will become liable under any environmental law, it will effectively preclude foreclosure until a satisfactory environmental assessment is obtained (or until any required remedial action is thereafter taken or a determination is made that such action need not be taken or need not be taken prior to foreclosure). Accordingly, there is some risk that the Mortgaged Property will decline in value while this assessment is being obtained. Moreover, there is no assurance that this requirement will effectively insulate the Trust from potential liability under environmental laws. See "Description of the Pooling Agreements--Realization Upon Defaulted Mortgage Loans" in the Prospectus. Risks Related to Property Condition. Either a licensed architect or a licensed engineer inspected all of the Mortgaged Properties during the 20-month period preceding the Cut-off Date to assess the structure, exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located at each Mortgaged Property. In some cases, the inspections identified conditions requiring repairs or replacements estimated to cost in excess of $100,000. In such cases, the Originator of the related Mortgage Loan generally required the related Borrower to fund reserves, or deliver letters of credit or other instruments, to cover such costs. In certain cases, no reserve was required because of the creditworthiness of the Borrower or a significant tenant responsible for most of the costs. There is no assurance, however, that all conditions requiring repair or replacement were identified or that such reserves, letters of credit or other instruments will be adequate to cover the corresponding costs or that the creditworthiness of the particular Borrower or any significant tenant responsible for such repair or replacement will not decline. Reserves May Be Insufficient. Certain of the Mortgage Loans require that reserves be funded on a monthly basis from cash flow generated by the related Mortgaged Property to cover ongoing monthly, semi-annual or annual expenses such as taxes and insurance. Most of the Mortgage Loans also required reserves to be established, or letters of credit or other instruments to be delivered, upon the closing of the Mortgage Loan to fund capital expenditure items, certain leasing costs, environmental remediation costs or engineering remediation costs when such needs were identified. Such reserves, S-54 letters of credit or other instruments may not be sufficient to offset the actual costs of the items which they were intended to cover. In addition, cash flow from the Mortgaged Properties may not be sufficient to fund fully the ongoing monthly reserve requirements. Limitations on Enforceability of Cross-Collateralization. The Mortgage Pool includes eighteen (18) Portfolio Loans. The Portfolio Loans are identified in the tables set forth in Exhibit A-1. The purpose of securing any particular Portfolio Loan or group of cross-collateralized Portfolio Loans with multiple Mortgaged Properties is to reduce the risk of default or ultimate loss as a result of an inability of any such Mortgaged Property to generate sufficient net operating income to pay debt service. However, certain of the Portfolio Loans permit-- o the release of one or more of the related Mortgaged Properties from the related mortgage lien, and/or o a full or partial termination of the applicable cross-collateralization, in each such case, upon the satisfaction of the conditions described under "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans" in this Prospectus Supplement. In addition, the amount of the mortgage encumbering any particular Mortgaged Property may be less than the full amount of the related Portfolio Loan or group of cross-collateralized Portfolio Loans (in general, to avoid recording tax). Such mortgage amount may equal the appraised value or allocated loan amount for such Mortgaged Property, thereby limiting the extent to which proceeds therefrom will be available to offset declines in value with respect to other Mortgaged Properties securing the same Portfolio Loan or group of cross-collateralized Portfolio Loans. Certain of the Portfolio Loans are, in each such case, secured by Mortgaged Properties located in two or more states. Such Portfolio Loans collectively represent 3.9% of the Initial Pool Balance. Foreclosure actions are brought in state court and the courts of one state cannot exercise jurisdiction over property in another state. Therefore, upon a default under any such Portfolio Loan, it may not be possible to foreclose on the related Mortgaged Properties simultaneously. Certain of the Portfolio Loans (or groups of cross-collateralized Portfolio Loans) involve, in each such case, multiple Borrowers. Cross-collateralization arrangements involving more than one Borrower could be challenged as a fraudulent conveyance by creditors of a Borrower or by the representative of the bankruptcy estate of a Borrower, if such Borrower were to become a debtor in a bankruptcy case. A lien granted by a Borrower to secure repayment of another Borrower's Portfolio Loan (or allocable share of a "stand alone" Portfolio Loan) could be avoided if a court were to determine that (i) the first such Borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital, or was not able to pay its debts as they matured and (ii) the first such Borrower did not, when it allowed its Mortgaged Property to be encumbered by a lien securing the entire indebtedness represented by the other Borrower's Portfolio Loan (or allocable share of a "stand alone" Portfolio Loan), receive fair consideration or reasonably equivalent value for pledging such Mortgaged Property for the equal benefit of the other Borrower. Among other things, a legal challenge to the granting of the liens may focus on the benefits realized by the bankrupt or insolvent Borrower from the respective Mortgage Loan proceeds, as well as the benefit to it from the cross- collateralization. If a court were to conclude that the granting of the liens was an avoidable fraudulent conveyance, that court could nullify the lien or mortgage effecting the cross-collateralization and nullify or subordinate all or part of the pertinent Portfolio Loan(s) to existing or future indebtedness of the bankrupt or insolvent Borrower. The court could also allow the bankrupt or insolvent Borrower to recover payments it made pursuant to the avoided cross-collateralization. Limitations on Enforceability and Collectability of Prepayment Premiums and Yield Maintenance Charges. Fifteen (15) Mortgage Loans, representing 6.5% of the Initial Pool Balance, require the related Borrowers during some period of the related loan term to pay an additional amount ("Prepayment Consideration") when they make a voluntary principal prepayment. In general, the Prepayment Consideration is calculated either solely on the basis of a yield maintenance formula (a "Yield Maintenance Charge") or as the higher of a percentage of the principal amount prepaid (a "Prepayment Premium") and a Yield Maintenance Charge. See "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment Provisions" in this Prospectus Supplement. Any Prepayment Premiums or Yield Maintenance Charges collected on the Mortgage Loans will be distributed to the persons, in the S-55 amounts and in accordance with the priorities described in this Prospectus Supplement under "Description of the Certificates--Distributions--Distributions of Prepayment Premiums and Yield Maintenance Charges". The Depositor makes no representation or warranty as to the collectability of any Prepayment Premium or Yield Maintenance Charge. Under the laws of a number of states, the enforceability of any Mortgage Loan provisions that require a Prepayment Premium or Yield Maintenance Charge upon an involuntary prepayment is unclear. Even if the obligation is enforceable, the Special Servicer has authority to waive it in connection with obtaining a pay-off of a defaulted Mortgage Loan. Even if the obligation is enforceable and enforced, the related liquidation proceeds may not be sufficient to make such payment because the Pooling Agreement generally requires the Special Servicer to apply liquidation proceeds to cover outstanding servicing expenses and unpaid principal and interest before applying them to cover any Prepayment Premium or Yield Maintenance Charge due in connection with the liquidation of such Mortgage Loan. Accordingly, the Holders of the more subordinate Classes of Certificates may receive distributions of interest and/or principal with respect to the liquidated Mortgage Loan, while the Holders of the more senior Classes of Certificates receive none (or less than all) of the required Prepayment Consideration in connection with the liquidation. See "Servicing of the Mortgage Loans--Modifications, Waivers, Amendments and Consents" in this Prospectus Supplement and "Certain Legal Aspects of Mortgage Loans--Default Interest and Limitations on Prepayments" in the Prospectus. In certain circumstances involving the sale of Mortgage Loans by the Trust, no Prepayment Premium or Yield Maintenance Charge will be payable. See "Description of the Mortgage Pool--Cures, Repurchases and Substitutions", "Servicing of the Mortgage Loans--Sale of Defaulted Mortgage Loans" and "Description of the Offered Certificates--Termination" in this Prospectus Supplement. Limitations on Enforceability of Other Provisions. Most of the Mortgage Loans contain due-on-sale clauses, each of which permits the lender (with some exceptions) to accelerate the maturity of the Mortgage Loan upon the sale, transfer or conveyance of (i) the related Mortgaged Property or (ii) a majority ownership interest in the related Borrower. All of the Mortgage Loans also include debt-acceleration clauses, each of which permits the lender to accelerate the debt upon specified monetary or non-monetary defaults 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 or deed of trust or to permit the acceleration of the indebtedness if-- o the default is deemed to be immaterial, o the exercise of such remedies would be inequitable or unjust, or o the circumstances would render the acceleration unconscionable. Most of the Mortgage Loans are secured by, in each such case, an assignment of leases and rents pursuant to which the related Borrower assigned its right, title and interest as landlord under the leases on the related Mortgaged Property and the income derived therefrom to the lender as further security for the related Mortgage Loan, while retaining a license to collect rents for so long as there is no default. In the event the Borrower defaults, the license terminates and the lender is entitled to collect rents. In some cases, such assignments may not be perfected as security interests prior to actual possession of the cash flow. In some cases, state law may require that the lender take possession of the Mortgaged Property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, the commencement of bankruptcy or similar proceedings by or in respect of the Borrower will adversely affect the lender's ability to collect the rents. See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the Prospectus. If a Mortgage Loan is a Defeasance Loan, such Mortgage Loan, during specified periods and subject to certain conditions, permits the related Borrower to pledge to the holder of such Mortgage Loan the amount of direct, non-callable United States government securities described in this Prospectus Supplement under "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Defeasance Loans" and thereby obtain a release of the related Mortgaged Property. The cash amount which a Borrower must expend to purchase, or must deliver to the Master Servicer in order for the Master Servicer to purchase, such United States government securities may be in excess of the principal balance of the related Defeasance Loan. The portion of such cash amount that exceeds the principal balance of such Defeasance Loan is called the "Excess Defeasance Payment" in this Prospectus Supplement. There can be no S-56 assurance that a court would not interpret such Excess Defeasance Payment as a form of Prepayment Consideration or would not take it into account for usury purposes. In some states, some forms of Prepayment Consideration are unenforceable. See "--Limitations on Enforceability and Collectability of Prepayment Premiums and Yield Maintenance Charges" above. If the Excess Defeasance Payment were held to be unenforceable, the remaining portion of such cash amount may be insufficient to purchase the requisite amount of United States government securities. Acting in accordance with the Servicing Standard, the Master Servicer could apply such reduced cash amount as a prepayment of the subject Mortgage Loan instead of purchasing United States government securities. Limitations of Appraisals. Generally, the respective Originators obtained Appraisals for the Mortgaged Properties prior to the origination of the applicable Mortgage Loan, and in some cases updates were performed in anticipation of this transaction. Appraisals represent the analysis and opinion of an appraiser. They are not guaranties 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 same method of appraising the property. Moreover, 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 value of each Mortgaged Property at or about the time of origination of the related Mortgage Loan is presented, for illustrative purposes only, on Exhibit A-1 to this Prospectus Supplement. Furthermore, in the case of certain Mortgage Loans that constitute acquisition financing, the related Borrower may have acquired the related Mortgaged Property at a price less than the appraised value on which such Mortgage Loan was underwritten. Tax Considerations Related to Foreclosure. If the Trust were to acquire a Mortgaged Property pursuant to a foreclosure or deed in lieu of foreclosure, the Special Servicer would be required to retain an independent contractor to operate and manage the Mortgaged Property. Any net income from such operation and management, other than qualifying "rents from real property" (as defined in section 856(d) of the Code), or 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 relevant area for the type of building involved, will subject the Trust to federal (and possibly state or local) tax on such income at the highest marginal corporate tax rate (currently 35% for federal purposes), thereby reducing net proceeds available for distribution to the holders of the Certificates. Uninsured Loss; Sufficiency of Insurance. The Borrowers are generally required to maintain comprehensive liability insurance, "all-risk" fire, casualty and hazard insurance, flood insurance (if improvements on the related Mortgaged Property are located in the 100-year flood plain) and rental income insurance with respect to the Mortgaged Properties with policy specifications, limits and deductibles customarily carried for similar properties. Certain types of losses, however, may be either uninsurable or not economically insurable, such as losses due to riots, acts of war, earthquakes or hurricanes. Earthquake insurance is generally not required to be maintained by a Borrower, even in respect of Mortgaged Properties located in California. Should an uninsured loss occur, the Borrower could lose both its investment in and its anticipated profits and cash flow from its Mortgaged Property, which would adversely affect the Borrower's ability to make payments under its Mortgage Loan. Although the Borrowers have covenanted to insure their respective Mortgaged Properties as and to the extent described under "Description of the Mortgage Pool--Certain Underwriting Matters--Hazard, Liability and Other Insurance" in this Prospectus Supplement, there is a possibility of casualty losses with respect to a Mortgaged Property that are not covered by insurance or for which insurance proceeds may not be adequate. Moreover, if reconstruction or major repairs are required following a casualty, changes in laws that have occurred since the time of original construction may materially affect a Borrower's ability to restore the property to its original condition. Consequently, there can be no assurance that any loss incurred will not exceed the limits of policies obtained. In addition, various forms of insurance maintained with respect to a Mortgaged Property, including casualty insurance, environmental insurance (in the limited number of cases where it was obtained), earthquake insurance (in the limited number cases where it was obtained) or other insurance, may be provided under a blanket policy that also covers other Mortgaged Properties and/or other properties not securing the Mortgage Loans. As a result of aggregate loss limits S-57 under any such blanket policy, losses at other properties covered thereby may reduce the amount of insurance coverage with respect to a Mortgaged Property covered thereby. Risks Particular to Ground Leases. Four (4) Mortgage Loans, representing 0.6% of the Initial Pool Balance, are secured by first mortgage liens on the related Borrower's leasehold interest in all or a material portion of the related Mortgaged Property (but not by the corresponding fee interest in the property that is subject to the ground lease). Upon the bankruptcy of a lessor or a lessee under a ground lease, the debtor entity has the right to assume (continue) or reject (breach and vacate the premises) the ground lease. If a debtor lessor rejects the lease, the lessee has the right to remain in possession of its leased premises under the rent reserved in the lease for the term (including renewals). If a debtor lessee/Borrower rejects any or all of its leases, the Borrower's lender may not be able to succeed to the lessee/Borrower's position under the lease unless the lessor has specifically granted the lender such right. If both the lessor and the lessee/Borrower are involved in bankruptcy proceedings, the Trustee may be unable to enforce the bankrupt lessee/Borrower's obligation to refuse to treat as terminated a ground lease rejected by a bankrupt lessor. In such circumstances, it is possible that the Trustee could be deprived of its security interest in the leasehold estate, notwithstanding lender protection provisions contained in the lease or mortgage. See "Certain Legal Aspects of Mortgage Loans--Foreclosure--Leasehold Considerations" in the Prospectus. Risks Associated With Zoning Compliance. Due to changes in zoning requirements since the construction thereof, certain of the Mortgaged Properties may not comply with current zoning laws, including density, use, parking and set back requirements. In such cases, either the Mortgaged Property is considered a "permitted non-conforming structure" or the operation of the Mortgaged Property is considered to be a "permitted non-conforming use". This means that the Borrower is not required to alter the property's structure or use to comply with the new law; however, the Borrower may be limited in its ability to rebuild the premises "as is" in the event of a substantial casualty loss. This may adversely affect the cash flow available following such loss. If a substantial casualty were to occur, insurance proceeds may not be sufficient to pay the Mortgage Loan in full. In addition, if the Mortgaged Property were repaired or restored in conformity with the current law, the value of the Mortgaged Property or the revenue-producing potential of the Mortgaged Property may be less than that which existed before the casualty. In addition, certain of the Mortgaged Properties are subject to certain use restrictions imposed pursuant to reciprocal easement agreements or operating agreements. Such use restrictions include, for example, limitations on the character of the improvements thereon, limitations affecting noise and parking requirements, among other things, and limitations on the Borrowers' right to operate certain types of facilities within a prescribed radius. These limitations could adversely affect the ability of the related Borrower to lease the Mortgaged Property on favorable terms, thus adversely affecting the Borrower's ability to fulfill its obligations under the related Mortgage Loan. Costs Associated With Compliance With ADA. Under the Americans with Disabilities Act of 1990 (the "ADA"), all public accommodations are required to meet certain federal requirements related to access and use by disabled persons. If a Mortgaged Property does not currently comply with the ADA, the related Borrower may be required to incur significant costs in order to effect such compliance. In addition, noncompliance could result in the imposition of fines by the federal government or an award or damages to private litigants. The property inspection report obtained for each Mortgaged Property in connection with the origination of the related Mortgage Loan, generally included limited information regarding compliance with the ADA. A portion of funds in the capital reserve escrow accounts established by certain Borrowers are required to be used for costs association with complying with the ADA. However, escrows were not required with respect to all Mortgage Loans and the Depositor cannot assure you that the related Mortgaged Properties will comply with the ADA in all respects once the related conditions are remedied, that such property inspection reports identified all risks or conditions relating to the ADA or that amounts reserved (if any) are sufficient to pay such costs. Limited Information Causes Uncertainty. Certain Mortgage Loans constitute acquisition financing or were used to refinance a construction loan. Accordingly, limited or no operating information is available with respect to the related Mortgaged Property. As a result, you may find it difficult to analyze the performance of any such Mortgaged Property. S-58 Litigation. You should be aware that there may be legal proceedings pending and, from time to time, threatened against the Borrowers. In some cases, an amount representing estimated judgment and legal fees has been placed in escrow. The Depositor cannot provide any assurance that such litigation will not have a material adverse effect on the distributions to you. Prior Bankruptcies. Certain Borrowers or their affiliates have been parties to, and/or certain Mortgaged Properties (including the Mortgaged Property securing the Herald Center Loan) have been the subject of, prior bankruptcy proceedings. Two (2) Mortgage Loans, representing 3.3% of the Initial Pool Balance, funded the related Borrower's performance of its plan of reorganization. Limitations with Respect to Representations and Warranties. Certain persons will make certain limited representations and warranties regarding the Mortgage Loans for which it is acting as a responsible party in the Pooling Agreement. See "Description of the Mortgage Pool--Representations and Warranties" in this Prospectus Supplement. A material breach of such representations and warranties could obligate such person to repurchase the Mortgage Loan, in which case, the proceeds of such repurchase would be passed through to Certificateholders in the same manner as a principal prepayment, except that no Prepayment Consideration will be payable in connection with such repurchase. If a responsible party is required to but does not cure or remedy a breach of a representation or warranty or repurchase or replace the affected Mortgage Loan, payments on the Offered Certificates may be substantially less than such payments would have been if such person had cured or remedied the breach or repurchased or replaced the affected Mortgage Loan. The obligation of a responsible party to cure a breach or repurchase/replace a Mortgage Loan will constitute the only remedy available to Certificateholders for a breach of a representation or warranty. The Depositor cannot assure you that a responsible party will have the resources to repurchase or replace any Mortgage Loan. No other party will be obligated to cure or repurchase/replace a Mortgage Loan in the event of a breach if the related responsible party does not fulfill its obligations. DESCRIPTION OF THE MORTGAGE POOL General The Mortgage Pool has an Initial Pool Balance of $1,550,432,654 subject to a variance of plus or minus 5%. The Initial Pool Balance is equal to the aggregate Cut-off Date Balance of the Mortgage Loans. The "Cut-off Date Balance" of each Mortgage Loan is equal to its unpaid principal balance as of the Cut-off Date, after application of all payments due in respect of such Mortgage Loan on or before such date, whether or not received. Without regard to the cross-collateralization of certain Portfolio Loans, the Cut-off Date Balances of the Mortgage Loans range from $106,854 to $67,944,452, and the average Cut-off Date Balance of the Mortgage Loans is $4,520,212. Presenting each group of cross-collateralized Mortgage Loans as a single Mortgage Loan, the Loan Group Cut-off Date Balances of the Mortgage Loans range from $248,667 to $67,944,452, and the average Loan Group Cut-off Date Balance of the Mortgage Loans is $5,309,701. This "Description of the Mortgage Pool" section contains certain statistical information regarding the Mortgage Loans and the Mortgaged Properties. In reviewing such information, as well as the statistical information regarding the Mortgage Loans and the Mortgaged Properties contained elsewhere in this Prospectus Supplement, you should be aware that-- o All numerical information provided with respect to the Mortgage Loans is provided on an approximate basis. S-59 o All weighted average information provided with respect to the Mortgage Loans reflects weighting of the Mortgage Loans by their Cut-off Date Balances. o When information with respect to the Mortgaged Properties is expressed as a percentage of the Initial Pool Balance, such percentage is based upon the Cut-off Date Balances of the related Mortgage Loans. o Some of the Mortgage Loans are cross-collateralized and cross-defaulted with one or more other Mortgage Loans. Except where otherwise specifically indicated, each cross-collateralized Mortgage Loan is presented as if it were secured only by the corresponding Mortgaged Property identified on Exhibit A-1 to this Prospectus Supplement. See the notes to the tables set forth in Exhibit A-1. o In some cases, multiple Mortgaged Properties secure a single amount of mortgage loan indebtedness. For purposes of presenting statistical information, the Depositor has in some of such cases allocated the aggregate amount of such indebtedness among the related Mortgaged Properties (on the basis of relative appraised values, the relative underwritten net cash flow or prior allocations reflected in the related mortgage loan documents). Except where otherwise specifically indicated, each allocated portion of such aggregate amount is (i) presented as if it were a single "Mortgage Loan" secured only by a mortgage lien on the corresponding Mortgaged Property identified on Exhibit A-1 to this Prospectus Supplement and (ii) described as being cross-collateralized and cross-defaulted with each other Mortgage Loan representing an allocable portion of the related indebtedness. See the notes to the tables set forth in Exhibit A-1. o In some cases, multiple parcels of real property securing a single Mortgage Loan have been treated as a single "Mortgaged Property" because of their proximity to each other, the interrelationship of their operations or for other reasons deemed appropriate by the Depositor. o This Prospectus Supplement refers to certain properties specifically by name. You should construe each reference to a named property as a reference to the Mortgaged Property identified by that name on Exhibit A-1 to this Prospectus Supplement. o Statistical information regarding the Mortgage Loans may change prior to the date of issuance of the Certificates due to changes in the composition of the Mortgage Pool prior to the Closing Date. o Certain capitalized terms used with respect to the Mortgage Loans are defined under "Summary of Prospectus Supplement--The Mortgage Loans and Mortgaged Properties" in this Prospectus Supplement. o The Cut-off Date Balances as presented in this Prospectus Supplement are based upon the assumption that all scheduled payments due on the Mortgage Loans on or before the Cut-off Date are timely made and further, that there are no unscheduled collections of principal with respect to any Mortgage Loan during the period from May 1, 1999 up to and including the Cut-off Date. Each Mortgage Loan constitutes an obligation of the related Borrower to repay a specified sum with interest. Each Mortgage Loan is evidenced by a promissory note (a "Mortgage Note") and secured by a mortgage, deed of trust, deed to secure debt or other similar security instrument (a "Mortgage") that creates a first mortgage lien on the fee simple and/or leasehold interest of the related Borrower or another party in one or more Mortgaged Properties. S-60 The table below shows the number of, and percentage of the Initial Pool Balance secured by, Mortgaged Properties located in the indicated states. Number of % of Initial State Mortgaged Properties Pool Balance ----- -------------------- ------------ California 46 18.3% Texas 83 16.8% Florida 27 13.0% Colorado 18 4.2% New York 8 3.8% The remaining Mortgaged Properties are located throughout 34 other states and the District of Columbia. No more than 3.4% of the Initial Pool Balance is secured by Mortgaged Properties located in any such other jurisdiction. The table below shows the number of, and percentage of the Initial Pool Balance secured by, Mortgaged Properties operated for each indicated purpose. Number of % of Initial Property Type Mortgaged Properties Pool Balance ------------- -------------------- ------------ Retail 78 35.6% Multifamily Rental 140 34.3% Office 42 11.7% Hospitality 15 4.2% Manufactured Housing Community 16 3.9% Mixed Use 13 3.4% Self Storage 23 3.1% Industrial 13 2.2% Independent/Assisted Living 2 1.6% Healthcare 1 0.2% See "Description of the Trust Funds--Mortgage Loans--Mortgage Loans Secured by Retail Sales and Service Properties", "--Mortgage Loans Secured by Multifamily Rental Properties", "--Mortgage Loans Secured by Office Properties" and "--Mortgage Loans Secured by Other Types of Properties" in the Prospectus. Certain of the Multifamily Rental Properties are subject to land use restrictive covenants or contractual covenants that require all or a portion of the units to be rented to low income tenants. Several of the Multifamily Rental Properties (including the Multifamily Rental Properties identified as Carrollton Place Apartments, North Pointe Apartments, West Knolls Apartments and Northridge Apartments) have concentrations of student tenants. Certain of the Multifamily Rental Properties and the Manufactured Housing Communities consist of all or a majority of the individual units, and the corresponding interests in the common areas and facilities, of a condominium property whose homeowners association is controlled by the related Borrower. The table below shows the number and percentage (based on Cut-off Date Balance) of Mortgage Loans that are secured by first mortgage liens on each of the specified interests in the related Mortgaged Properties. Encumbered Interest in the Related Number of % of Initial Mortgaged Property Mortgaged Properties Pool Balance ------------------ -------------------- ------------ Fee* 337 98.1% Fee in Part, Leasehold in Part 2 1.2% Leasehold 4 0.6% S-61 ---------- * Fee also includes cases where the fee and leasehold interests in the same property are both encumbered. The Mortgage Pool includes 18 Portfolio Loans. Each Portfolio Loan is, by its terms or through cross- collateralization with other Portfolio Loans, secured by two or more Mortgaged Properties. A group of cross- collateralized Portfolio Loans consists of two or more Mortgage Loans that either (i) are cross-collateralized and cross- defaulted with each other or (ii) represent the allocated portions of a single amount of mortgage loan indebtedness. However, the amount of the Mortgage encumbering any particular Mortgaged Property may be less than the full amount of the related Portfolio Loan or group of cross-collateralized Portfolio Loans (in general, to avoid recording tax). Such Mortgage amount may equal the appraised value or allocated loan amount for such Mortgaged Property, thereby limiting the extent to which proceeds therefrom would be available to offset declines in value with respect to other Mortgaged Properties securing the same Portfolio Loan or group of cross-collateralized Portfolio Loans. Certain Portfolio Loans entitle the related Borrower(s) to obtain (at any time following the related Lock-out Period) a release of one or more of the related Mortgaged Properties and/or a termination of the applicable cross- collateralization provisions, subject, in each such case, to the fulfillment of one or more of the following conditions-- o the pay down of the loan(s) in an amount equal to a specified percentage (generally 125%) of the portion of the aggregate loan amount allocated to the Mortgaged Property to be released; o the satisfaction of certain debt service coverage and loan-to-value tests for the remaining Mortgaged Properties; and/or o receipt by the lender of confirmation from each Rating Agency that such action will not result in a qualification, downgrade or withdrawal of any of the then-current ratings of the Certificates. In addition, certain of the Portfolio Loans also entitle the related Borrower to a release of one or more of the related Mortgaged Properties under defeasance provisions. See "--Certain Terms and Conditions of the Mortgage Loans--Defeasance Loans" below. Set forth below are the number of Mortgaged Properties securing, and the percentage of the Initial Pool Balance represented by, each Portfolio Loan and each group of cross-collateralized Portfolio Loans that has an aggregate Cut-off Date Balance representing at least 1.0% of the Initial Pool Balance.
Number of States Where the Number of Mortgaged Mortgaged Properties % of Initial Portfolio Loans and Groups of Cross-Collateralized Portfolio Loans Properties are Located Pool Balance - ------------------------------------------------------------------ ---------- ----------- ------------ The Fifteen Southeast Realty Loans 4 1 3.7% The Alliance Loans 3 1 3.0% The Stone Fort Loans 5 1 2.3% Mortgage Loans secured by Cherry Creek Retirement Village/ Remington Heights Retirement Community 2 2 1.6% Mortgage Loans secured by Two University Plaza/ 3 1 1.5% 800-900 Lanidex Plaza/140 Littleton Road
S-62 You should consider each Mortgage Loan to be a nonrecourse obligation of the related Borrower (i.e., in the event of a payment default by such Borrower, recourse will be limited to the related Mortgaged Property or Properties for satisfaction of the Borrower's obligations). In those cases where recourse to a Borrower or guarantor is permitted under the related Mortgage Loan documents, the Depositor has not undertaken an evaluation of the financial condition of any such person. None of the Mortgage Loans is insured or guaranteed by any governmental entity or by any other person. Certain Terms and Conditions of the Mortgage Loans Due Dates. All of the Mortgage Loans provide for Scheduled P&I Payments to be due on the first day of each month. Mortgage Rates; Calculations of Interest. Each Mortgage Loan bears interest at a Mortgage Rate that is fixed until maturity. However, as described below, each ARD Loan will accrue interest after its Anticipated Repayment Date at a rate that is in excess of its Mortgage Rate prior to the Anticipated Repayment Date. As used in this Prospectus Supplement, the term "Mortgage Rate" does not include the incremental increase in the rate at which interest may accrue on any Mortgage Loan due to a default or on any ARD Loan after its Anticipated Repayment Date. As of the Cut-off Date, the Mortgage Rates for the Mortgage Loans ranged from 6.600% per annum to 9.310% per annum, and the weighted average Mortgage Rate for the Mortgage Loans was 7.661%. No Mortgage Loan provides for negative amortization or, except as described below with respect to the ARD Loans, for the deferral of excess interest. Each Mortgage Loan will accrue interest on the basis of one of the following conventions: o The actual number of days elapsed during each one-month accrual period in a year of 360 days (an "Actual/360 Basis"). Mortgage Loans that accrue interest on an Actual/360 Basis are referred to in this Prospectus Supplement as "Actual/360 Mortgage Loans". o A 360-day year consisting of twelve 30-day months (a "30/360 Basis"). Mortgage loans that accrue interest on a 30/360 Basis are referred to in this Prospectus Supplement as "30/360 Mortgage Loans". The table below shows the number of, and percentage of Initial Pool Balance represented by, Mortgage Loans that accrue interest based on each of the foregoing conventions. Number of % of Initial Interest Accrual Basis Mortgage Loans Pool Balance ---------------------- -------------- ------------ Actual/360 Basis 334 96.5% 30/360 Basis 9 3.5% Balloon Loans. Three hundred five (305) Mortgage Loans, representing 81.8% of the Initial Pool Balance, are Balloon Loans. A "Balloon Loan" is characterized by-- o an amortization schedule that is significantly longer than the actual term of such Mortgage Loan and which, in the case of the Mortgage Loan secured by the Capital Heights Shopping Center, representing 0.3% of the Initial Pool Balance, begins only after the end of an initial two-year interest-only period, and o a Balloon Payment being due in respect of such Mortgage Loan on its stated maturity date. S-63 ARD Loans. Twenty-two (22) Mortgage Loans, representing 15.1% of the Initial Pool Balance, are ARD Loans. An "ARD Loan" is characterized by the following features: o A maturity date that is approximately 20 to 30 years following origination. o The designation of an Anticipated Repayment Date that is generally 10 to 20 years following origination (although one (1) Mortgage Loan provides for an earlier Anticipated Repayment Date). The Anticipated Repayment Date for each ARD Loan is listed on Exhibit A-1 to this Prospectus Supplement. o The ability of the related Borrower to prepay such Mortgage Loan, without restriction (including without any obligation to pay a Prepayment Premium or a Yield Maintenance Charge), at any time on or after a date that is generally three (3) to six (6) months prior to the related Anticipated Repayment Date. o Until its Anticipated Repayment Date, the accrual of interest at its fixed Mortgage Rate. o From and after its Anticipated Repayment Date, the accrual of interest at a fixed annual rate (the "Revised Rate") that is, in most cases, equal to the sum of its Mortgage Rate plus an additional spread (the "Additional Interest Rate"). The Additional Interest Rate can equal any of the following-- (i) a specified margin which is generally not more than two percentage points; (ii) the excess, if any, of (A) the sum of (1) the applicable U.S. Treasury rate plus (2) a specified margin of generally not more than two percentage points, over (B) the Mortgage Rate; or (iii) a rate that may equal either the greater or the lesser of the rates described in clauses (i) and (ii) above. o The deferral of any interest accrued in respect of such Mortgage Loan at its Additional Interest Rate from and after the related Anticipated Repayment Date (such excess interest being referred to in this Prospectus Supplement as "Additional Interest"). Any Additional Interest accrued in respect of an ARD Loan following its Anticipated Repayment Date will not be payable until the entire principal balance of such Mortgage Loan has been paid in full. o From and after its Anticipated Repayment Date, the accelerated amortization of such Mortgage Loan out of any and all monthly cash flow from the related Mortgaged Property which remains after payment of the applicable Scheduled P&I Payment and permitted operating expenses and capital expenditures. Such additional monthly payments of principal are referred to in this Prospectus Supplement as "Accelerated Amortization Payments". Accelerated Amortization Payments and Additional Interest are considered separate from Scheduled P&I Payments due in respect of any ARD Loan. In general, the Borrower under each ARD Loan has agreed to enter into a cash management agreement not less than three (3) months prior to the related Anticipated Repayment Date (if it has not already executed such an agreement) whereby the Borrower or the manager of the Mortgaged Property is required to deposit or cause the deposit of all revenue from the related Mortgaged Property received after the related Anticipated Repayment Date into a designated account controlled by the mortgagee under such ARD Loan (a "Lockbox Account"). S-64 Fully Amortizing Loans. Sixteen (16) Mortgage Loans, representing 3.0% of the Initial Pool Balance, are Fully Amortizing Loans. A "Fully Amortizing Loan" is characterized by-- o equal Scheduled P&I Payments throughout the substantial term of such Mortgage Loan, and o an amortization schedule that is approximately equal to the actual term of such Mortgage Loan, such that the Mortgage Loan will fully or substantially amortize over its term if the Borrower timely makes all Scheduled P&I Payments. Amortization of Principal. The table below shows (in months) the original and remaining amortization schedules and terms to maturity (or, in the case of the ARD Loans, terms to their respective Anticipated Repayment Dates) for the Mortgage Loans (or the specified sub-groups thereof) as of the Cut-off Date.
Fully Amortizing Balloon Loans ARD Loans Loans All Mortgage Loans ------------- --------- ---------------- ------------------ Original Term to Maturity Maximum 180 240 300 300 Minimum 84 60 180 60 Weighted Average 119 141 264 127 Remaining Term to Maturity Maximum 178 232 300 300 Minimum 82 52 178 52 Weighted Average 118 134 256 124 Original Amortization Term Maximum 360 360 300 360 Minimum 156 240 180 156 Weighted Average 348 355 264 346 Remaining Amortization Term Maximum 360 359 300 360 Minimum 145 228 178 145 Weighted Average 346 348 256 344
Certain Mortgage Loans provide for a recast of the amortization schedule and an adjustment of the Scheduled P&I Payments thereon upon application of specified amounts of condemnation proceeds or insurance proceeds to pay the unpaid principal balance of the Mortgage Loan. Voluntary Prepayment Provisions. In general, as of their respective dates of origination, the Mortgage Loans provided for: o a period (a "Lock-out Period") during which voluntary principal prepayments are prohibited, followed by o a period (an "Open Period") during which voluntary principal prepayments may be made without any Prepayment Consideration. S-65 However, the Mortgage Pool includes fifteen (15) Mortgage Loans, representing 6.5% of the Initial Pool Balance, that in each case provides for: o a Lock-out Period, followed by o a period (a "Prepayment Consideration Period") during which any voluntary principal prepayment must be accompanied by a form of Prepayment Consideration, followed by o an Open Period. In addition, in the case of the Mortgage Loans secured by Cherry Creek Retirement Village and Remington Heights Retirement Community, the Mortgage Loans provide that if, at any time after the third anniversary of the related Borrower's first principal payment, such Borrower is unable to exercise its defeasance rights as described below, such Borrower may voluntarily prepay the related Mortgage Loan, subject to payment of the required Prepayment Consideration. Partial prepayments of certain Mortgage Loans are required under certain circumstances, notwithstanding otherwise applicable Lock-out Periods. See "Certain Terms and Conditions of the Mortgage Loans--Other Payment Provisions" below. The table titled "Characteristics of the Mortgage Loans" on Exhibit A-1 shows the type of prepayment provision that corresponds to each Mortgage Loan as of its respective date of origination. In addition, the table titled "Prepayment Provisions as of the Cut-off Date" on Exhibit A-2 shows a breakdown of the Mortgage Loans based on (i) remaining term to stated maturity (or, in the case of the ARD Loans, to their respective Anticipated Repayment Dates) and (ii) the remaining Lock-out Period and/or Prepayment Consideration Period applicable to each. The prepayment restrictions relating to each Mortgage Loan generally do not apply to prepayments arising out of a casualty or condemnation of the related Mortgaged Property, and prepayments of such type are generally not required to be accompanied by any Prepayment Consideration. The aggregate characteristics of the prepayment provisions of the Mortgage Pool will vary over time as Lock-out Periods expire and Mortgage Loans either enter Open Periods or enter periods during which a Prepayment Consideration may be required in connection with principal prepayments and, thereafter, enter Open Periods, and as Mortgage Loans are prepaid, repurchased, replaced or liquidated on account of default or delinquency. The table titled "Mortgage Pool Prepayment Profile" on Exhibit A-2 shows the percentage of the aggregate Stated Principal Balance of the Mortgage Loans scheduled to be outstanding immediately prior to the Distribution Date occurring in June of each year (through 2018) as to which each type of prepayment provision would be in effect based on the "Maturity Assumptions" and a 0% CPR. See "Yield and Maturity Considerations--The Maturity Assumptions" in this Prospectus Supplement. As described below under "--Defeasance Loans", most of the Mortgage Loans permit the Borrower (in general, no earlier than the second anniversary of the Closing Date) to obtain a release of the related Mortgaged Property (or, where applicable, one or more of the related Mortgaged Properties) from the lien of the related mortgage or other security instrument by delivering United States government securities as substitute collateral. The Borrower under a Defeasance Loan may effect a defeasance during a Lock-out Period. The table titled "Prepayment Type as of the Cut-off Date" on Exhibit A-2 shows a breakdown of the Mortgage Loans based on (i) the type of combination of prepayment and/or defeasance provisions and (ii) the remaining Lock-out Period and/or Prepayment Consideration Period applicable to each. Lock-out Periods. All of the Mortgage Loans provide for Lock-out Periods as of the Cut-off Date and-- o the maximum remaining Lock-out Period as of the Cut-off Date is 294 months, o the minimum remaining Lock-out Period as of the Cut-off Date is 26 months, and o the weighted average remaining Lock-out Period as of the Cut-off Date is 113 months. S-66 Partial prepayments of certain Mortgage Loans are required under certain circumstances, notwithstanding such Lock-out Periods. See "--Certain Terms and Conditions of the Mortgage Loans--Other Prepayment Provisions" below. Prepayment Consideration. In the case of most Mortgage Loans that provide for a Prepayment Consideration Period, the applicable Prepayment Consideration will equal the greater of a Prepayment Premium (calculated at 1.0% of the amount prepaid) and a Yield Maintenance Charge. When applicable with respect to GECA Mortgage Loans, a Yield Maintenance Charge will generally equal the sum of the present values on the date of prepayment of the "monthly interest shortfalls" for the remaining term of such Mortgage Loan to its stated maturity date or Anticipated Repayment Date (as applicable in accordance with the terms of the related loan documents), discounted at a monthly compounded rate equal to the yield to maturity computed by a linear interpolation of the on-the-run United States Treasury curve of the then remaining weighted average life of such Mortgage Loan (calculated in accordance with the related loan documents). The "monthly interest shortfall" will be calculated for each applicable Due Date following the date of prepayment and will equal 1/12 of the product of-- (a) the principal amount being prepaid, multiplied by (b) the excess, if any, of (i) the yield derived from compounding semi-annually the Mortgage Rate of such Mortgage Loan, over (ii) the Treasury yield described above compounded on a semi-annual basis. When applicable with respect to Column Mortgage Loans, a Yield Maintenance Charge will generally equal the product of-- (a) the principal amount being prepaid (expressed as a percentage of the outstanding principal balance of such Mortgage Loan, prior to giving effect to the prepayment), multiplied by (b) as determined on or shortly before the date of prepayment, the excess, if any, of: (i) the present value of all future Scheduled P&I Payments (including the related Balloon Payment) on such Mortgage Loan through and including maturity, as determined by discounting at a semi- annual rate equal to the yield per annum on United States Treasury securities having a maturity closest to the maturity of such Mortgage Loan, over (ii) the outstanding principal balance of such Mortgage Loan immediately prior to the prepayment. When applicable with respect to GSMC Mortgage Loans originated by FMAC, a Yield Maintenance Charge will generally equal the product of-- (a) the principal amount being prepaid, multiplied by (b) the difference obtained by subtracting (i) the "Yield Rate" from (ii) the Mortgage Rate, times (c) the present value factor calculated using the following formula: {1 - (1-+-r) SUP {-n}} ---------------------- {r} r= "Yield Rate" n= the number of years and any fraction thereof, remaining between the date the prepayment is made and the maturity date of such Mortgage Loan. S-67 The "Yield Rate" means the yield rate corresponding to the time of prepayment for the applicable U.S. Treasury Security (as indicated in the related Mortgage Note), as reported in The Wall Street Journal. If the Yield Rate is not published for the applicable U.S. Treasury Security, then the "Yield Rate" shall mean the yield corresponding to the time of prepayment for the nearest equivalent U.S. Treasury Security (as selected at the lender's sole discretion) as reported in The Wall Street Journal. If the publication of such Yield Rate in The Wall Street Journal is discontinued, the lender shall determine such Yield Rate from another source selected by the lender in the lender's sole discretion. For purposes of calculating a Yield Maintenance Charge in respect of an ARD Loan, however, such Mortgage Loan will generally be treated as if it is a Balloon Loan that matures on its Anticipated Repayment Date. Prepayment Premiums and Yield Maintenance Charges received on the Mortgage Loans will be allocated and distributed to the persons, in the amounts and in accordance with the priorities described under "Description of the Offered Certificates--Distributions--Distributions of Prepayment Premiums and Yield Maintenance Charges" in this Prospectus Supplement. Limitations may exist under applicable state law on the enforceability of the provisions of the Mortgage Loans that require payment of Prepayment Premiums or Yield Maintenance Charges, and neither the Depositor nor either Underwriter makes any representation or warranty as to the collectability of any Prepayment Premium or Yield Maintenance Charge in respect of any Mortgage Loan. See "Risk Factors--Risks Related to the Mortgage Loans--Limitations on the Enforceability and Collectability of Prepayment Premiums and Yield Maintenance Charges" in this Prospectus Supplement and "Certain Legal Aspects of Mortgage Loans--Default Interest and Limitations on Prepayments" in the Prospectus. Open Periods. Where a Mortgage Loan provides for an Open Period, the Open Period generally (but not always) begins three (3) to six (6) months prior to stated maturity (or, in the case of an ARD Loan, prior to the related Anticipated Repayment Date). Other Prepayment Provisions. Certain of the Mortgage Loans (including the Mortgage Loan secured by Charles River Center) provide for mandatory partial prepayments, notwithstanding any Lock-out Period that may be in effect. In such cases, the related Borrower established reserves that will be applied to a partial prepayment of the respective Mortgage Loan if certain tenants at the Mortgaged Property do not or are unable to renew their leases (in some cases on certain specified terms), if certain tenants fail to take possession of leased space or if certain property performance criteria are not met by a specified date. In certain of these cases, the applicable Mortgage Loan requires the Borrower to pay a Prepayment Consideration in connection with a mandatory partial prepayment. Such Prepayment Consideration may be less than the Prepayment Consideration that would be required if the Borrower made a voluntary principal prepayment during any applicable Prepayment Consideration Period for the subject Mortgage Loan. Defeasance Loans. Three hundred twenty-eight (328) Mortgage Loans, representing 93.5% of the Initial Pool Balance, are Defeasance Loans. This does not include, however, three (3) Mortgage Loans, representing 1.6% of the Initial Pool Balance, as to which, during most of the loan term, the related Borrower is permitted, at its option, to either prepay the Mortgage Loan (with Prepayment Consideration) or defease such Mortgage Loan. A "Defeasance Loan" is a Mortgage Loan that, during specified periods and subject to certain conditions, permits the related Borrower to pledge to the holder of such Mortgage Loan the requisite amount of direct, non-callable United States government securities (the "Defeasance Collateral") and thereby obtain a release of the related Mortgaged Property (or, in the case of a Portfolio Loan, one or more of the related Mortgaged Properties). In general, the Defeasance Collateral to be delivered in connection with the defeasance of any Defeasance Loan must provide for a series of payments that-- o will be made prior, but as closely as possible, to all successive Due Dates through and including the maturity date, and S-68 o will, in the case of each such Due Date, be in an aggregate amount equal to or greater than the Scheduled P&I Payment (including, if applicable, the Balloon Payment) due on such date (with any excess to be returned to the related Borrower). For purposes of determining the Defeasance Collateral in respect of an ARD Loan, however, such ARD Loan will be treated as if it is a Balloon Loan that matures on its Anticipated Repayment Date. If fewer than all of the Mortgaged Properties securing any Portfolio Loan are to be released in connection with any such defeasance, the amount of the Defeasance Collateral will be calculated based on the allocated loan amount for the Mortgaged Properties to be released and the portion of the Scheduled P&I Payments attributable to such allocated loan amount. In connection with any such defeasance, the related Borrower will be required to deliver a security agreement granting the Trust a first priority security interest in the Defeasance Collateral, together with an opinion of counsel confirming the first priority status of such security interest. In general, no such defeasance will be permitted prior to the second anniversary of the Closing Date, except as follows: Property Name Cut-off Date Balance Earliest Defeasance Date - ------------- -------------------- ------------------------ OfficeMax $1,761,049 June 1, 2001 The Shadowbrook Apartments $9,397,777 June 1, 2001 "Due-on-Sale" and "Due-on-Encumbrance" Provisions. The Mortgage Loans generally contain both a "due-on-sale" clause and a "due-on-encumbrance" clause. In general, subject to the discussion below, these clauses either permit the holder of the Mortgage to accelerate the maturity of the related Mortgage Loan if the Borrower sells or otherwise transfers or encumbers the related Mortgaged Property or prohibit the Borrower from doing so without the consent of the holder of the Mortgage. See, however, "Risk Factors--Risks Related to the Mortgage Loans--Limitations on Enforceability of Other Provisions" in this Prospectus Supplement and "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Limitations on Enforceability of Due-on-Sale and Debt- Acceleration Clauses" and "Certain Legal Aspects of Mortgage Loans--Due on Sale and Due-on-Encumbrance Provisions" in the Prospectus. However, many of the Mortgage Loans permit one or more of the following: o transfers of the related Mortgaged Property if (in the case of each such transfer) specified conditions are satisfied (which, in general, include confirmation by each Rating Agency that the transfer will not result in a qualification, downgrade or withdrawal of any of its then current ratings of the Certificates) or the transfer is to a transferee reasonably acceptable to the lender; o a transfer of the related Mortgaged Property to a person that is affiliated with or otherwise related to the Borrower; o certain specified transfers by the Borrower of the related Mortgaged Property in accordance with the provisions of the Mortgage Loan; or o a transfer of certain beneficial interests in the Borrower. In general, the Master Servicer or the Special Servicer, as applicable, will be required to determine, in a manner consistent with the servicing standard described in this Prospectus Supplement under "Servicing of the Mortgage Loans--General", whether to exercise any right the holder of any Mortgage may have under either a "due-on-sale" or "due-on-encumbrance clause" to accelerate payment of the related Mortgage Loan. However, in the case of certain Mortgage Loans, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent under any S-69 "due-on-sale" or "due-on-encumbrance" clause unless it has received written confirmation from each Rating Agency that such action would not result in the qualification, downgrade or withdrawal of any of its then-current ratings then assigned by such Rating Agency to any Class of Certificates. With respect to "due-on-sale" clauses, this requirement will be applicable only if the outstanding principal balance of the subject Mortgage Loan (together with the aggregate outstanding principal balance of all other Mortgage Loans that are cross-collateralized with the subject Mortgage Loan or have been made to the same Borrower or affiliated Borrowers) is greater than or equal to a specified percentage of the then aggregate principal balance of the Mortgage Pool. In the case of "due-on-encumbrance" provisions, this requirement will always be applicable. See "Certain Legal Aspects of Mortgage Loans--Due-on-Sale and Due-on-Encumbrance" in the Prospectus. Certain Mortgage Pool Characteristics General. A detailed presentation of certain characteristics of the Mortgage Loans and Mortgaged Properties, on an individual basis and in tabular format, is set forth in Exhibits A-1 and A-2 to this Prospectus Supplement. Certain capitalized terms that appear in those exhibits, as well as elsewhere in this Prospectus Supplement, are defined below. Due to rounding, percentages and amounts in the tables set forth in Exhibits A-1 and A-2 to this Prospectus Supplement may not add to the indicated totals. See the notes to the tables set forth in Exhibit A-1 for an identification of each group of Mortgage Loans that are collectively represented by a single mortgage note or form a group of cross-collateralized Mortgage Loans. 1. "Underwritten Net Cash Flow", "Underwritten NCF" or "U/W NCF" means, with respect to any Mortgaged Property, an estimate, made at or about the time of origination (or, in certain cases, in connection with the sale of the Mortgage Loans to the Depositor) of the related Mortgage Loan, of the total cash flow anticipated to be available for annual debt service on such Mortgage Loan, calculated as the excess of Estimated Annual Revenues over Estimated Annual Operating Expenses. Estimated Annual Revenues and Estimated Annual Operating Expenses were generally derived in the manner described below. (a) The "Estimated Annual Revenues" for any Mortgaged Property generally equal the Base Estimated Annual Revenues for such Mortgaged Property, adjusted upward or downward, as appropriate, to reflect any Revenue Modifications made thereto. The "Base Estimated Annual Revenues" for each Mortgaged Property were generally assumed to equal-- o in the case of Multifamily Rental Properties and Mortgaged Properties that constitute manufactured housing communities ("Manufactured Housing Properties"), the annualized amounts of gross potential rents, o in the case of Mortgaged Properties primarily used for commercial purposes ("Commercial Properties"), other than Mortgaged Properties that constitute hotels, motels or other similar lodging facilities (such Mortgaged Properties, the "Hospitality Properties"), monthly contractual base rents as reflected in the rent roll or leases, plus tenant reimbursements, o in the case of Hospitality Properties, estimated average room sales; and o in the case of Mortgaged Properties operated as independent/assisted living or healthcare facilities, annual revenues consistent with historical operating trends and market and competitive conditions. S-70 The "Revenue Modifications" made to the Base Estimated Annual Revenues for any Mortgaged Property for purposes of establishing its Estimated Annual Revenues include-- o adjusting such revenues downwards by applying a combined vacancy and rent loss (including concessions) adjustment that reflected then current occupancy (or, in some cases, an occupancy that was itself adjusted for historical trends or market rates of occupancy with consideration to competitive properties), o adjusting such revenues upwards to reflect, in the case of some tenants, increases in base rents scheduled to occur during the following 12 months, o adjusting such revenues upwards for percentage rents based on contractual requirements, sales history and historical trends and, additionally, for other estimated income consisting of, among other items, late fees, laundry income, application fees, cable television fees, storage charges, electrical pass throughs, pet charges, janitorial services, furniture rental and parking fees, o adjusting such revenues downwards in certain instances where rental rates were determined to be significantly above market rates and the subject space was then currently leased to tenants that did not have long-term leases or were believed to be unlikely to renew their leases, and o in the case of Hospitality Properties, adjusting such revenues upwards to include estimated revenues from food and beverage, telephones and other hotel related income. By way of example, Estimated Annual Revenues generally include: o for Multifamily Rental Properties and Manufactured Housing Properties, rental and other revenues; o for Hospitality Properties, room, food and beverage, telephone and other revenues, o for Mortgaged Properties operated as independent/assisted living or healthcare facilities, resident charges, Medicaid and Medicare payments, and other revenues; and o for other Commercial Properties, base rent, percentage rent, expense reimbursements and other revenues. (b) The "Estimated Annual Operating Expenses" for any Mortgaged Property generally equal the Historical Annual Operating Expenses for such Mortgaged Property, adjusted upward or downward, as appropriate, to reflect any Expense Modifications made thereto. The "Historical Annual Operating Expenses" for any Mortgaged Property generally consist of historical expenses reflected in the operating statements and/or other financial information provided by the related Borrower. Such historical expenses with respect to any Mortgaged Property were generally obtained/estimated-- o from operating statements relating to a complete fiscal year of the Borrower ended in 1996, 1997 or 1998 or a trailing twelve (12) month period ended in 1998 or 1999, o by annualizing the amount of expenses for partial 1998 or 1999 periods for which operating statements were available, with certain adjustments for certain items deemed inappropriate for annualization, o by calculating a stabilized estimate of operating expenses which takes into consideration historical financial statements and material changes in the operating position of the related Mortgaged Property (such as newly signed leases and market data), or S-71 o if the property was recently constructed, by calculating an estimate of operating expenses based upon the appraisal of the Mortgaged Property or market data. The "Expense Modifications" made to the Historical Annual Operating Expenses for any Mortgaged Property for purposes of calculating its Estimated Annual Operating Expenses include-- o assuming that a management fee (in most cases, equal to approximately 3% to 5% of total revenues) was payable to the property manager, o adjusting certain historical expense items upwards or downwards to reflect inflation and/or industry norms for the particular type of property, o including the underwritten recurring replacement reserve amounts (the "U/W Recurring Replacement Reserves"), o adjusting historical expenses downwards by eliminating certain items which are considered non-recurring in nature or which are considered capital improvements, including recurring capital improvements, o in the case of Hospitality Properties, adjusting historical expenses to reflect reserves for furniture, fixtures and equipment ("FF&E") of between 4% and 5% of total revenues, o in the case of Hospitality Properties and certain Multifamily Rental Properties, Retail Properties and Mortgaged Properties operated for industrial purposes, adjusting historical expenses upward or downward to result in an expense-to-room or expense-to-total revenues ratio that approximates historical or industry norms, and o in the case of certain Mortgaged Properties used primarily for office, retail and industrial purposes, adjusting historical expenses to account for stabilized tenant improvements and leasing commissions ("U/W Leasing Commissions and Tenant Improvements") at costs consistent with historical trends or prevailing market conditions (however, for certain tenants with longer than average lease terms or which were considered anchor tenants at a particular Retail Property, or in areas which were considered not to require such improvements, adjustments were not made to reflect tenant improvements and leasing commissions). The amount of any U/W Recurring Replacement Reserves and/or U/W Leasing Commissions and Tenant Improvements for each Mortgaged Property is shown in the table titled "Engineering Reserves and Recurring Replacement Reserves" on Exhibit A-1. The U/W Recurring Replacement Reserves shown on Exhibit A-1 are expressed as dollars per Unit in the case of Multifamily Rental Properties, Mortgaged Properties operated as independent/assisted living or healthcare facilities and Manufactured Housing Properties, a percentage of total departmental revenues in the case of Hospitality Properties and dollars per Leasable Square Footage in the case of other Commercial Properties. By way of example, Estimated Annual Operating Expenses generally include salaries and wages, the costs or fees of utilities, repairs and maintenance, replacement reserves, marketing, insurance, management, landscaping, security (if provided at the property) and the amount of taxes, general and administrative expenses, ground lease payments and other costs, but without any deductions for debt service, depreciation and amortization or capital expenditures or reserves therefor (except as described above). In the case of Mortgaged Properties used in whole or in part for retail, office and industrial purposes, Estimated Annual Operating Expenses include both expenses that may be recovered from tenants and those that are non-recoverable. In the case of certain Mortgaged Properties used in whole or in part for retail, office and industrial purposes, Estimated Annual Operating Expenses may have included leasing commissions and tenant improvement costs. In the case of the Hospitality S-72 Properties, Estimated Annual Operating Expenses include departmental expenses, reserves for FF&E, management fees and (where applicable) franchise fees. The management fees and reserves assumed in calculating Underwritten Net Cash Flow differ in many cases from actual management fees and reserves actually required under the loan documents for the Mortgage Loans. In addition, actual conditions at the Mortgaged Properties will differ, and may differ substantially, from the conditions assumed in calculating Underwritten Net Cash Flow. In particular, in the case of Mortgaged Properties used for retail, office and industrial purposes, the assumptions regarding tenant vacancies, tenant improvements and leasing commissions, future rental rates, future expenses and other conditions used in calculating Underwritten Net Cash Flow may differ substantially from actual conditions. Furthermore, the Underwritten Net Cash Flow for a Mortgaged Property does not reflect the effects of future competition or economic cycles. Accordingly, there can be no assurance that the Underwritten Net Cash Flow for a Mortgaged Property shown on Exhibit A-1 to this Prospectus Supplement will be representative of the actual future net cash flow for such property. Underwritten Net Cash Flow and the revenues and expenditures used to determine Underwritten Net Cash Flow for each Mortgaged Property are derived from generally unaudited information furnished by the related Borrower (however, in certain cases, an accounting firm performed agreed upon procedures, or employees of the related originator or an accounting firm performed cash flow verification procedures, that were intended to identify any errors in the information provided by the related Borrower). Audits of information furnished by Borrowers could result in changes to such information. Such changes could in turn result in the Underwritten Net Cash Flow shown on Exhibit A-1 to this Prospectus Supplement being overstated. Net income for a Mortgaged Property as determined under generally accepted accounting principles ("GAAP") would not be the same as the Underwritten Net Cash Flow for such Mortgaged Property shown on Exhibit A-1 to this Prospectus Supplement. 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 nor a substitute for cash flows from operating activities determined in accordance with GAAP as a measure of liquidity. 2. "Underwritten Net Operating Income", "Underwritten NOI" or "U/W NOI" means, with respect to any Mortgaged Property, the Underwritten Net Cash Flow for such Mortgaged Property, increased by any and all of the following items that were included in the Estimated Annual Operating Expenses for purposes of calculating the Underwritten Net Cash Flow for such Mortgaged Property-- o U/W Recurring Replacement Reserves; o capital improvements, including recurring capital improvements; o in the case of Hospitality Properties, expenses for FF&E; and o in the case of certain Mortgaged Properties used primarily for office, retail and industrial purposes, U/W Leasing Commissions and Tenant Improvements. 3. "Appraised Value" means, for any Mortgaged Property, the "as is" (or, if provided, the "as cured") value estimate reflected in the most recent appraisal. The appraiser's "cured value", as stated in the appraisal, is generally calculated as the sum of the "as is" value set forth in the related appraisal plus the estimated costs (as of the date of appraisal of the related Mortgaged Property), if any, of implementing any deferred maintenance required to be undertaken immediately or in the short term under the terms of the Mortgage Loan. In general, the amount of costs assumed by the appraiser for such purposes is based on an estimate by the individual appraiser, an estimate by the related Borrower, the estimate set forth in the property condition assessment conducted in connection with the origination of the related Mortgage Loan or a combination of such estimates. 4. "Annual Debt Service" means, for any Mortgage Loan, twelve times the amount of the Scheduled P&I Payment under such Mortgage Loan as of the first Due Date that follows the Cut-off Date or, in the case of any Balloon Loan that has an interest-only period followed by an amortization period, the amount of the Scheduled P&I Payment under such Mortgage Loan as of the commencement of the amortization period. S-73 5. "Underwritten Debt Service Coverage Ratio", "Underwritten DSCR" or "U/W DSCR" means: (a) with respect to any Mortgage Loan (other than a Portfolio Loan), the ratio of (i) the Underwritten Net Cash Flow for the related Mortgaged Property, to (ii) the Annual Debt Service for such Mortgage Loan; and (b) with respect to any Portfolio Loan, the ratio of (i) the aggregate Underwritten Net Cash Flow for the related Mortgaged Properties that secure such Portfolio Loan (and any and all other Portfolio Loans with which it is cross-collateralized), to (ii) the aggregate Annual Debt Service with respect to such Portfolio Loan (and any and all other Portfolio Loans with which it is cross- collateralized). 6. "Cut-off Date Loan-to-Value Ratio" or "Cut-off Date LTV Ratio" means: (a) with respect to any Mortgage Loan (other than a Portfolio Loan), the ratio of (i) the Cut-off Date Balance of such Mortgage Loan, to (ii) the Appraised Value of the related Mortgaged Property; and (b) with respect to any Portfolio Loan, the ratio of (i) the entire Cut-off Date Balance of such Portfolio Loan (and any and all other Portfolio Loans with which it is cross-collateralized), to (ii) the aggregate Appraised Value for the related Mortgaged Properties securing such Portfolio Loan (and any and all other Portfolio Loans with which it is cross-collateralized). 7. "Leasable Square Footage", "S.F." or "Sq. Ft." means, in the case of a Commercial Property (other than a Hospitality Property), the estimated square footage of the gross leasable area at such property, as reflected in information provided by the related Borrower or in the appraisal on which the related Appraised Value is based. 8. "Units" means, (a) in the case of a Multifamily Rental Property or a Mortgaged Property operated as an independent/assisted living facility, the estimated number of apartments at such property, regardless of the number or size of the rooms in such apartments, (b) in the case of a Mortgaged Property operated as a healthcare facility, the estimated number of beds in such facility and (c) in the case of a Manufactured Housing Property, the estimated number of pads at such property upon which a mobile home can be hooked up, in each such case, as reflected in information provided by the related Borrower or in the appraisal on which the related Appraised Value is based. 9. "Rooms" means, in the case of a Hospitality Property, the estimated number of rooms and/or suites, without regard to the size of such rooms or the number or size of the rooms in such suites, as reflected in information provided by the related Borrower or in the appraisal on which the related Appraised Value is based. 10. "Occupancy Rate at Underwriting" or "Occupancy Rate at U/W" generally means the percentage of Leasable Square Footage (in the case of Commercial Properties other than Hospitality Properties) or Units (in the case of Multifamily Rental Properties, Manufactured Housing Properties and Mortgaged Properties operated as an independent/assisted living or a healthcare facility) of the subject Mortgaged Property that were occupied or leased as of the approximate date of the original underwriting of the related Mortgage Loan (as updated, in certain cases when the Depositor deemed appropriate and information was available, with more current occupancy information), as reflected in information provided by the related Borrower or in the appraisal on which the related Appraised Value is based. Information shown in this Prospectus Supplement with respect to any weighted average of Occupancy Rates at U/W excludes Hospitality Properties from the relevant calculations. 11. "Major Tenant" means one of the top three (3) tenants (based on the net rentable area of its space) at a Commercial Property primarily used for retail, office or industrial purposes, which tenant leases 10% or more of the net rentable area of such property. S-74 12. "LC & TI" means, with respect to any Mortgaged Property, leasing commissions and tenant improvements. 13. "Year Built" means, with respect to any Mortgage Loan, the year when construction of the related Mortgaged Property was principally completed, as reflected in information provided by the related Borrower or in the appraisal on which the related Appraised Value is based. With respect to Mortgage Loans secured by multiple properties or by properties built in phases, the Year Built may relate to the earliest, latest or average year in which such properties or phases were built, as the Depositor deems relevant. 14. "Year Renovated" means, with respect to any Mortgage Loan, the year when the most recent substantial renovation of the related Mortgaged Property (or any particular aspect thereof) was principally completed, as reflected in information provided by the related Borrower or in the appraisal on which the related Appraised Value is based. With respect to Mortgage Loans secured by multiple properties or by properties renovated in phases, the Year Renovated may relate to the earliest, latest or average year in which such properties or phases were renovated, as the Depositor deems relevant. 15. "Most Recent DSCR" means: (a) with respect to any Mortgage Loan (other than a Portfolio Loan), the ratio of (i) the Most Recent NOI for the related Mortgaged Property, to (ii) the Annual Debt Service for such Mortgage Loan; and (b) with respect to any Portfolio Loan, the ratio of (i) the aggregate Most Recent NOI for the related Mortgaged Properties that secure such Portfolio Loan (and any and all other Portfolio Loans with which it is cross-collateralized) to (ii) the aggregate Annual Debt Service with respect to such Portfolio Loan (and any and all other Portfolio Loans with which it is cross-collateralized). 16. "Most Recent Operating Statement Date" means, with respect to each Mortgage Loan, the date indicated on Exhibit A-1 as the "Most Recent Operating Statement Date" with respect to such Mortgage Loan. In general, such date is the end date of the period covered by the latest available annual (or, in some cases, partial-year) operating statement. 17. "Most Recent NOI" means, with respect to any Mortgaged Property, the NOI derived therefrom that was available for debt service, calculated as Most Recent Revenues less Most Recent Expenses. (See also "NOI" below.) For purposes of Most Recent NOI-- o "Most Recent Revenues" are the Revenues (see "Revenues" in Paragraph No. 18 below) received (or annualized or estimated in certain cases) in respect of a Mortgaged Property for the twelve (12) month period ended as of the Most Recent Operating Statement Date, based upon the latest available annual (or, in some cases, partial-year) operating statement and other information furnished by the related Borrower. o "Most Recent Expenses" are the Expenses (see "Expenses" in Paragraph No. 18 below) incurred (or annualized or estimated in certain cases) for a Mortgaged Property for the twelve (12) month period ended as of the Most Recent Operating Statement End Date, based upon the latest available annual (or, in some cases, partial-year) operating statement and other information furnished by the related Borrower. 18. "NOI" means, with respect to any Mortgaged Property, the total cash flow available for annual debt service on the related Mortgage Loan, generally calculated as the excess of Revenues over Expenses. For purposes of NOI: o "Revenues" generally consist of all revenues received in respect of a Mortgaged Property, including-- S-75 (i) for the Multifamily Rental Properties and Manufactured Housing Properties, rental and other revenues; (ii) for the Mortgaged Properties operated as independent/assisted living or healthcare facilities, resident charges, Medicaid and Medicare payments and other revenues; (iii) for the Commercial Properties other than Hospitality Properties, base rent, percentage rent, expense reimbursements and other revenues; and (iv) for the Hospitality Properties, guest room rates, food and beverage charges, telephone charges and other revenues. o "Expenses" generally consist of all expenses incurred for a Mortgaged Property, including salaries and wages, the costs or fees of utilities, repairs and maintenance, marketing, insurance, management, landscaping, security (if provided at the property) and the amount of real estate taxes, general and administrative expenses, ground lease payments and other costs but without any deductions for debt service, depreciation, amortization, capital expenditures, leasing commissions and tenant improvements or FF&E. In the case of Hospitality Properties, Expenses also include expenses relating to guest rooms, food and beverage costs, telephone bills and rental and other expenses, and such operating expenses as general administrative expenses, marketing expenses and franchise fees. 19. "Maturity/ARD Balance" means, with respect to any Mortgage Loan, the principal balance thereof due at stated maturity (or, in the case of any ARD Loan, on the related Anticipated Repayment Date) pursuant to the payment schedule for such Mortgage Loan (and otherwise assuming no prepayments, defaults or extensions). 20. "Maturity/ARD Loan-to-Value Ratio" or "Maturity/ARD LTV" means: (a) with respect to any Mortgage Loan (other than a Portfolio Loan) that is a Balloon Loan or an ARD Loan, the ratio of (i) the Maturity/ARD Balance for such Mortgage Loan to (ii) the Appraised Value of the related Mortgaged Property; and (b) with respect to any Portfolio Loan that is a Balloon Loan or an ARD Loan, the ratio of (i) the Maturity/ARD Balance for such Portfolio Loan (and any and all other Portfolio Loans with which it is cross-collateralized) to (ii) the aggregate Appraised Value for the Mortgaged Properties securing such Portfolio Loan (and any and all other Portfolio Loans with which it is cross-collateralized). Additional Mortgage Loan Information Delinquencies. No Mortgage Loan will be as of the Cut-off Date, or has been at any time during the twelve (12) month period preceding the Cut-off Date, thirty (30) days or more delinquent in respect of any Scheduled P&I Payment. No "Premium Loans". No Mortgage Loan is a "premium loan", (i.e., no Borrower received more loan proceeds than the original principal balance of its Mortgage Loan in exchange for agreeing to a higher Mortgage Rate). Tenant Matters. Set forth below are certain special considerations regarding tenants at the Mortgaged Properties-- o Certain Mortgage Loans are, in each case, secured by a Retail Property, an Office Property or a Mortgaged Property used for industrial purposes that is leased to one or more Major Tenants. o Certain companies are Major Tenants with respect to more than one Mortgaged Property. S-76 o There are several cases in which a particular entity is a tenant at multiple Mortgaged Properties, and although it may not be a Major Tenant at any such property, it may be significant to the success of such properties. o Ten (10) of the Multifamily Rental Properties, representing 1.4% of the Initial Pool Balance, have material concentrations of student tenants. Ground Leases. Four (4) of the Mortgage Loans, representing 0.6% of the Initial Pool Balance, are secured, in whole or in material part, by a Mortgage on the Borrower's leasehold interest in the related Mortgaged Property. In each such case, either: o the ground lessor has subordinated its interest in the related Mortgaged Property to the interest of the holder of the related Mortgage Loan; or o the ground lessor has agreed to give the holder of the related Mortgage Loan notice of, and the right to cure, any default or breach by the lessee and the related ground lease (giving effect to all extension options) expires more than 10 years after the stated maturity of the related Mortgage Loan. See "Certain Legal Aspects of Mortgage Loans--Foreclosure--Leasehold Considerations" in the Prospectus. Additional and Other Financing. The following table indicates those Mortgaged Properties that are known to the Depositor to be encumbered by secured subordinate debt, the initial principal amount of the debt, and the Cut-off Date Balances of the related Mortgage Loans and also sets forth, in the case of each such Mortgaged Property, the initial principal amount of such secured subordinate debt:
% of Initial Pool Balance Cut-off Date Balance Represented Initial Principal of Related by Related Amount of Secured Mortgaged Property Mortgage Loan Mortgage Loan Subordinate Debt - ------------------ -------------------- ------------- ----------------- Ontario Plaza $13,558,185 0.9% $1,675,000 (1) Pines of Westbury $12,940,243 0.8% $1,670,000 (1)(2) Pleasant Hill Executive Park $ 7,515,312 0.5% $ 493,641 (1)
- ------------------ (1) The subordinate lender has executed a Subordination Agreement and/or a Standstill Agreement. (2) The property has $2,278,241 of unsecured debt which is also subject to a Subordination Agreement and/or a Standstill Agreement. The Mortgage Loan secured by the Rivermont Park Property permits future secured subordinate debt subject to certain conditions, including the delivery of a subordination and standstill agreement. In addition, Borrowers under eleven (11) Mortgage Loans, representing 5.1% of the Initial Pool Balance (and including the Mortgage Loans secured by the Weis Plaza, The Admiral Apartments & The Drake Apartments, Cherry Creek Retirement Village, Pickwick Apartments, Silver Cliff Apartments, 201 Commonwealth Court, The Court at Deptford II, Carrollton Place Apartments, Welshwood Apartments, Cypress Center and Pines of Westbury), have unsecured debt of which the Depositor is aware. In some such cases, the lender on such debt is an affiliate of the Borrower. In each such case, the lender on such unsecured debt has executed and delivered a Subordination Agreement and a Standstill Agreement in favor of the mortgagee under the related Mortgage Loan. In addition, some of the Mortgage Loans permit the related Borrower to incur unsecured subordinated debt in the future, subject to delivery of a Subordination Agreement and/or Standstill Agreement and, in certain cases, provisions that limit the use of proceeds to refurbishing or renovating the property and/or acquiring furniture, fixtures and equipment for the property. Further, if S-77 a Borrower was not required to meet "single purpose entity, bankruptcy remote" criteria, then the related Mortgage Loan documents may not prohibit or limit the incurrence of future unsecured debt. Additional debt, in any form, may cause a diversion of funds from property maintenance and increase the likelihood that the Borrower will become the subject of a bankruptcy proceeding. Except as described above, the Depositor has not been able to confirm whether the respective Borrowers under the Mortgage Loans have any other debt outstanding. Owners of certain Borrowers under the Mortgage Loans have incurred so-called "mezzanine debt" that is secured by their ownership interests in such Borrowers. Such financing effectively reduces the indirect equity interest of any such owner in the related Mortgaged Property. With respect to at least seven (7) Mortgage Loans, representing 6.9% of the Initial Pool Balance (including the Mortgage Loan secured by Oakwood Plaza), the Depositor is aware that the owners of the related Borrower have pledged their equity interests in such Borrower to secure "mezzanine debt". In particular, the owner of the Borrower under the Mortgage Loan secured by Oakwood Plaza has pledged its equity interest in such Borrower (together with other collateral) to secure a revolving credit facility. An affiliate of GECA is the lender of the related revolving credit facility. The Mortgage Loans Secured by Oakwood Village Apartments and the Stone Fort Properties permit the pledge of the equity interests in the related Borrower to secure future loans to the principals of such Borrower. See "Risks Related to the Offered Certificates--Potential Conflicts of Interest". No such "mezzanine debt" is included in the Mortgage Pool. See "Risk Factors--Risks Related to the Mortgage Loans--Risks of Subordinate Debt and Other Additional Financing" in this Prospectus Supplement. Certain Underwriting Matters General. In connection with the origination of the respective Mortgage Loans, the related Originator evaluated each Mortgaged Property in a manner generally consistent with the standards described below. See also "Description of the Trust Funds--Mortgage Loans--Default and Loss Considerations with Respect to the Mortgage Loans" in the Prospectus. Environmental Assessments. In general, a third-party environmental consultant conducted an environmental site assessment (or updated a previously conducted assessment) with respect to each Mortgaged Property during the 20-month period preceding the Cut-off Date. In some cases, additional environmental testing was conducted. Such environmental testing at any particular Mortgaged Property did not necessarily cover all potential environmental issues. For example, tests for contaminants such as radon, lead-based paint and lead in water were performed only at certain Retail and Multifamily Rental Properties and only when the Originator of the related Mortgage Loan believed such testing was warranted under the circumstances. In some cases, the related environmental site assessment was limited in scope. The above-described environmental testing identified various adverse or potentially adverse environmental conditions at the respective Mortgaged Properties. In many such cases, the identified condition related to the presence of ACMs, lead-based paint and/or radon. Where such substances were present, the environmental consultant generally recommended, and the related Mortgage Loan documents required, the establishment of an operation and maintenance plan (an "O&M Plan") to address the issue or, in the case of certain Mortgaged Properties with ACMs and lead-based paint, an abatement or removal program. In some cases, the cost to remediate or prevent an adverse environmental condition at a particular Mortgaged Property was estimated to cost more than $50,000. Such cases include-- o with respect to the Comfort Inn - San Jose, an initial environmental escrow in the amount of $300,000 was established. The environmental escrow will be disbursed upon the related Borrower's completion of the following: (i) a subsurface investigation, pursuant to the requirements of the Santa Clara Valley Water Authority, to determine the extent of any groundwater contamination; (ii) if required, remediation S-78 of any contamination; and (iii) issuance of a no further action letter by the Santa Clara Valley Water Authority; o with respect to Diamond Bar Towne Center, an initial environmental escrow in the amount of $100,000 was established for implementing preventative release measures relating to monitoring of the water table until the state water authority issues a "No Further Action Letter" regarding the stabilization of migrating perchloreythylene relating to a tenant's former operation of an on-site dry-cleaning service; o with respect to Colima Plaza, an initial environmental reserve of $93,750 was established for remediation work relating to a former tenant's operation of an on-site dry-cleaning service; o with respect to the Mortgaged Properties securing the Alliance Loans, an initial environmental escrow in the amount of $62,500 was established as part of the repair and remediation reserve account for the investigation and repair of three (3) pad-mounted transformers; and o with respect to the Kirkland Business Center, an initial environmental reserve of $50,000 was established for remediation work relating to a former tenant. There may be other environmental conditions (such as asbestos, lead-based paint or underground storage tanks) which did not require the establishment of significant environmental reserves or remediation at the time the related loan was made. If any such environmental conditions are not properly addressed by the related Borrower, however, it could result in substantial environmental liability for the Trust, as further described hereunder. In cases where the environmental consultant recommended specific remediation of an adverse environmental condition, the related Originator generally (but not always) required the related Borrower either: (i) to effect such remediation prior to closing; or (ii) to effect such remediation post-closing and, in connection therewith, to deposit with the lender a cash reserve in a sum sufficient (generally equal to 100% to 125% of the estimated cost) to complete the remediation; or (iii) to obtain environmental insurance. Some Borrowers have not satisfied all post-closing obligations required by the related Mortgage Loan documents with respect to environmental matters. There can be no assurance that recommended O&M Plans have been or will continue to be implemented. In several cases, the environmental site assessment for a Mortgaged Property identified potential environmental problems at nearby properties but indicated that the subject Mortgaged Property had not been affected (or had been minimally affected), the potential for the problem to affect the subject Mortgaged Property was limited and/or a person responsible for remediation had been identified. The information contained in this Prospectus Supplement regarding environmental conditions at the Mortgaged Properties is based on the environmental assessments and has not been independently verified by the Depositor, the Mortgage Loan Sellers, the Underwriters, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, or any of their respective affiliates. There can be no assurance that such environmental assessments or studies, as applicable, identified all environmental conditions and risks, or that any such environmental conditions will not have a material adverse effect on the value of or cash flow from the related Mortgaged Property. The Pooling Agreement requires that the Special Servicer obtain an environmental site assessment of a Mortgaged Property prior to acquiring title thereto or assuming its operation. 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). In addition, there can be no assurance that the requirements of the Pooling Agreement will effectively insulate the Trust from potential liability for a materially adverse environmental condition at any Mortgaged Property. S-79 See "Servicing of the Mortgage Loans" in this Prospectus Supplement and "Description of the Pooling Agreements--Realization Upon Defaulted Mortgage Loans", "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Risk of Liability Arising from Environmental Conditions" and "Certain Legal Aspects of Mortgage Loans--Environmental Considerations" in the Prospectus. Property Condition Assessments. Either a licensed architect or a third-party engineering firm inspected all of the Mortgaged Properties (or updated previously conducted inspections) during the 20-month period preceding the Cut-off Date to assess exterior walls, roofing, interior construction, mechanical and electrical systems and the general condition of the site, buildings and other improvements located at each such Mortgaged Property. Such inspections identified various deferred maintenance items and necessary capital improvements at certain of the Mortgaged Properties. The resulting inspection reports generally included an estimate of cost for any recommended repairs or replacements at a Mortgaged Property, which in certain cases, exceeded $100,000. When repairs or replacements were recommended, the related Borrower was required to undertake necessary repairs or replacements and, in some instances, to establish reserves, generally in the amount of 100% to 125% of the cost estimated in the inspection report, to fund deferred maintenance or replacement items that the reports characterized as in need of prompt attention. See the table titled "Engineering Reserves and Recurring Replacement Reserves" on Exhibit A-1 to this Prospectus Supplement. There can be no assurance that another inspector would not have discovered additional maintenance problems or risks, or arrived at different, and perhaps significantly different, judgments regarding the problems and risks disclosed by the respective inspection reports and the cost of corrective action. Appraisals and Market Studies. An independent appraiser that is state-certified and/or a member of the Appraisal Institute conducted an appraisal of each Mortgaged Property during the 20-month period preceding the Cut-off Date in order to establish the property value of such Mortgaged Property. Such appraisals (collectively, the "Appraisals") constitute the basis for the "Appraised Values" set forth for the respective Mortgaged Properties on Exhibit A-1 to this Prospectus Supplement. The Appraisals represent the analysis and opinions of the respective appraisers at or before the origination of the respective Mortgage Loans. The Appraisals have not been updated following the origination of the respective Mortgage Loans and are not guarantees of, and may not be indicative of, the present or future value of the Mortgaged Properties. There can be no assurance that another appraiser would not have arrived at a different valuation of any particular Mortgaged Property, even if such appraiser used the same general approach to, and the same method of, appraising such Mortgaged Property. Neither the Depositor nor either Underwriter has confirmed the values of the respective Mortgaged Properties set forth in the Appraisals. In general, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller. However, such amount could be significantly higher than the amount obtained from the sale of a Mortgaged Property under a distress or liquidation sale. Implicit in the Appraised Values for the Mortgaged Properties shown on Exhibit A-1 to this Prospectus Supplement, is the consummation of a sale as of a specific date and the passing of title from seller to buyer under conditions whereby: o buyer and seller are typically motivated; o both parties are well informed or well advised, and each is acting in what he considers his own best interests; o a reasonable time is allowed for exposure in the open market; o payment is made with cash in U.S. dollars or on comparable financial terms; and o the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. S-80 Each Appraisal involved a physical inspection of the related Mortgaged Property and reflects a correlation of value based on indicated values by the Sales Comparison Approach, the Income Approach and/or the Cost Approach. o In the "Sales Comparison Approach", the subject property is compared to similar properties that have been sold recently or for which listing prices or offering figures are known. Data for generally comparable properties are used and comparisons are made to demonstrate a probable price at which the subject property would sell if offered on the market. o Under the "Income Approach", market value is determined by using the "discounted cash flow" method of valuation or by the "direct capitalization" method. The discounted cash flow analysis is used in order to measure the return on a real estate investment and to determine the present value of the future income stream expected to be generated by the property. The future income of the property, as projected over an anticipated holding period, and the resulting net operating incomes or cash flows are then discounted to present value using an appropriate discount rate. The direct capitalization method generally converts an estimate of a single year's income expectancy (or, in some cases, a hypothetical stabilized single years' income expectancy) into an indication of value by dividing the income estimate by an appropriate capitalization rate. An applicable capitalization method and appropriate capitalization rates are developed for use in computations that lead to an indication of value. In utilizing the Income Approach, the appraiser's method of determination of gross income, gross expense and net operating income may vary from the method of determining Underwritten Net Cash Flow, resulting in variances in the related net operating income values. o Under the "Cost Approach" of valuing a property, the estimated value of the land is added to an estimate of the current replacement cost of the improvements less depreciation from all sources. The Appraisal for each Mortgaged Property or a separate letter contains a statement by the respective appraiser to the effect that the appraisal guidelines set forth in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended ("FIRREA"), were followed in preparing such Appraisal. However, none of the Depositor, either Underwriter, any Mortgage Loan Seller or any Originator has independently verified the accuracy of such statement. In the case of certain Mortgage Loans that constitute acquisition financing, the related Borrower may have acquired the related Mortgaged Property at a price less than the Appraised Value on which such Mortgage Loan was underwritten. Zoning and Building Code Compliance. In connection with the origination of each Mortgage Loan, the related Originator examined whether the use and operation of the related Mortgaged Property were in material compliance with zoning, land-use, environmental, building, fire and health ordinances, rules, regulations and orders then-applicable to such Mortgaged Property. Evidence of such compliance may have been in the form of legal opinions, certifications from government officials, title insurance endorsements, engineering or consulting reports and/or representations by the related Borrower. In certain instances, a certificate of occupancy was not available. Where the Mortgaged Property as currently operated constituted a permitted nonconforming use and/or structure, an analysis was generally conducted as to (i) the likelihood that a material casualty would occur that would prevent the Mortgaged Property from being rebuilt in its current form and (ii) whether existing replacement cost hazard insurance or, if necessary, supplemental "law or ordinance coverage" would, in the event of a material casualty, be sufficient to satisfy the entire Mortgage Loan or, taking into account the cost of repair, be sufficient to pay down the Mortgage Loan to a level that the remaining collateral would constitute adequate security for the remaining loan amount. S-81 Hazard, Liability and Other Insurance. Although exceptions exist, each Mortgage generally requires the related Borrower to maintain the following insurance coverage-- o Hazard insurance in an amount that is (subject to a customary deductible) at least equal to the lesser of the outstanding principal balance of the related Mortgage Loan and 100% of the full insurable replacement cost of the improvements located on the such Mortgaged Property. In general, the standard form of hazard insurance policy covers physical damage to, or destruction of, the improvements on a 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. In some cases, however, a Borrower or tenant is permitted to self-insure the subject Mortgaged Property, provided that such party or an affiliate maintains a specified net worth. o If any portion of a Mortgaged Property was in an area identified in the Federal Register by the Flood Emergency Management Agency as having special flood hazards, flood insurance meeting the requirements of the Federal Insurance Administration guidelines, if available, in an amount that is not less than the least of: (i) the outstanding principal balance of such Mortgage Loan; (ii) except in certain cases, the full insurable value of such Mortgaged Property; and (iii) the maximum amount of insurance available under the National Flood Insurance Act of 1968, as amended. o Comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about such Mortgaged Property, in an amount at least equal to $1 million per occurrence. o Business interruption or rent loss insurance in an amount not less than 100% of the projected rental income or revenue from such Mortgaged Property for at least six months (or, alternatively, in a specified dollar amount). In general, the Mortgaged Properties (including those located in California) are not insured against earthquake risks. In the case of Mortgaged Properties (other than those that are manufactured housing communities) located in California; however, a third party consultant to the related Originator conducted seismic studies to assess the "probable maximum loss" for such Mortgaged Property. In general, when the resulting reports concluded that a Mortgaged Property was likely to experience a "probable maximum loss" in excess of 25% of the estimated replacement cost of the improvements, the related Originator required the Borrower to obtain earthquake insurance or establish reserves to cover the estimated costs of completing seismic retrofitting recommended by the consultant, unless the original loan-to-value ratio was relatively low. With respect to each Mortgaged Property (including each Mortgaged Property securing a Specially Serviced Mortgage Loan), the Master Servicer is required to cause the maintenance of all such insurance coverage as is required under the related Mortgage to the extent (i) the Trust has an insurable interest and (ii) the Master Servicer can require maintenance of such insurance under applicable law. Under the terms of several Mortgage Loans, the related Borrower is required to keep its Mortgaged Property insured against loss by fire, hazards, rent loss and such other hazards, casualties, liabilities and contingencies as the mortgagee determines to require in its discretion and in such amounts and for such periods as the mortgagee determines to require in its discretion. In such cases, the Master Servicer will be required to use reasonable efforts consistent with the Servicing Standard (as defined in this Prospectus Supplement under "Servicing of the Mortgage Loans--General") to cause the related Borrowers under the Mortgage Loans to maintain insurance generally in the amounts, type and scopes of coverage required under the other Mortgage Loans as described above. S-82 Various forms of insurance maintained with respect to a Mortgaged Property, including casualty insurance, environmental insurance (in the limited number of cases where it was obtained), earthquake insurance (in the limited number cases where it was obtained) or other insurance, may be provided under a blanket policy that also covers other Mortgaged Properties and/or other properties not securing the Mortgage Loans. As a result of aggregate limits under any such blanket policy, losses at other properties covered thereby may reduce the amount of insurance coverage with respect to a Mortgaged Property covered thereby. See "Risk Factors--Risks Related to the Mortgage Loans--Uninsured Loss; Sufficiency of Insurance". With limited exception, the Mortgage Loans generally provide that insurance and condemnation proceeds are to be applied either-- o to restore the related Mortgaged Property; or o towards payment of the related Mortgage Loan. The Special Servicer is required to maintain for each REO Property generally the same types of insurance policies providing coverages in the same amounts as were previously required under the Mortgage that had covered such property. The Master Servicer and the Special Servicer may each satisfy its obligations regarding maintenance of the hazard insurance policies referred to in this Prospectus Supplement by maintaining a blanket policy or master force placed insurance policy insuring against hazard losses on all of the related Mortgage Loans. If any such blanket or master policy contains a deductible clause, the Master Servicer or the Special Servicer, as the case may be, will be required, in the event of a casualty covered by such blanket or master policy, to deposit or cause to be deposited in the Certificate Account (as defined in the Prospectus) all sums that would have been deposited therein but for such deductible clause (but only to the extent such sums would have been paid if an individual hazard insurance policy referred to above had been in place). See "Description of the Pooling Agreements--Hazard Insurance Policies" in the Prospectus. The applicable Originator and its successors and assigns are the beneficiaries under separate title insurance policies with respect to each Mortgage Loan. Each title insurer will enter into such co-insurance and reinsurance arrangements with respect to the title insurance policy as are customary in the title insurance industry. Subject to certain exceptions, including standard exceptions regarding claims made in the context of insolvency proceedings, the title insurance policy will provide coverage to the Trustee for the benefit of Certificateholders for claims made against the Trustee regarding the priority and validity of the Borrowers' title to the Mortgaged Properties. Cash Management and Certain Escrows and Reserves Cash Management. In the case of forty-four (44) of the Mortgage Loans, representing 32.5% of the Initial Pool Balance, a "cash management" system has been implemented for the deposit of property revenues into a separate account. In the case of the certain Mortgage Loans (including the Mortgage Loans secured by the Herald Center Property and the Oakwood Plaza Property), tenants are required to remit all or a portion of the rental payments to a Lockbox Account that is under the sole control of the mortgagee and the Borrower is not authorized to make withdrawals from such account (any such Lockbox Account, a "Hard Lockbox Account"). In the other cases, the related Borrower or the manager of the related Mortgaged Property is required to deposit property revenues into an account that is under the joint control of the related Borrower and the Master Servicer. In such other cases, the Borrower is authorized to make withdrawals from such account from time to time until the occurrence of an event of default under such Mortgage Loan, in which case the Master Servicer or the Special Servicer would be entitled, under preexisting instructions furnished to the depository institution at which such account is maintained, to direct such depository institution to no longer honor payment requests made by the Borrower (any such Lockbox Account, a "Soft Lockbox Account"). In general, no later than the related Anticipated Repayment Date, the Borrower under each ARD Loan will be required (if it has not previously done so) to establish a Hard Lockbox Account under the sole control of the Master Servicer into which all revenue from the related Mortgaged Property will be directly deposited. S-83 Central Accounts. In the case of most Mortgage Loans, including all of the Mortgage Loans as to which a "cash management" system has been implemented, central accounts have been established for the purpose of holding amounts required to be on deposit as reserves for taxes and insurance, capital improvements, FF&E and certain other purposes, as applicable (such accounts, the "Central Accounts"). As of the Closing Date, the Central Accounts will be under the sole control of the Master Servicer. In the case of most Mortgage Loans as to which there is a Central Account, such Central Account will be funded out of monthly escrow and/or reserve payments by the related Borrower or from funds transferred from the related Lockbox Account. In the case of Mortgage Loans as to which there are Hard Lockbox Accounts, however, the Central Account may be the same as such Lockbox Account. Tax and Insurance Escrows. In the case of three hundred twenty-five (325) Mortgage Loans, representing 92.1% of the Initial Pool Balance, tax and insurance escrows (the "Tax and Insurance Escrows") were established, either as separate accounts or, if applicable, as sub-accounts of any related Central Account, and each related Borrower is generally required to deposit on a monthly basis an amount equal to one-twelfth of the annual real estate taxes and assessments and one-twelfth of the annual premiums payable on insurance policies that the Borrower is required to maintain. If an escrow was established, such funds will generally be applied by the Master Servicer to pay for items such as taxes, assessments and insurance premiums at the related Mortgaged Property. Under certain other Mortgage Loans, the insurance carried by the related Borrower is in the form of a blanket policy. In such cases, the amount of the escrow is an estimate of the pro rata share of the premium allocable to the related Mortgaged Property, or the related Borrower pays the premium directly. Under certain Mortgage Loans, the related Borrower delivered letters of credit from third parties in lieu of establishing and funding a deposit account for tax and insurance escrows. Under certain Mortgage Loans, a tenant at the related Mortgaged Property is responsible for paying all or a portion of the real estate taxes and assessments and/or insurance premiums directly. In such cases, escrows generally are not required. Recurring Replacement Reserves. The table titled "Engineering Reserves and Recurring Replacement Reserves" on Exhibit A-1 to this Prospectus Supplement shows the reserve deposits that Borrowers are, in some cases, required to make into a separate account or, if applicable, a sub-account of any related Central Account for certain capital replacements, repairs and FF&E (such a reserve, a "Contractual Recurring Replacement Reserve") and/or for leasing commissions and tenant improvements (such a reserve, a "Contractual Recurring LC&TI Reserve") on the related Mortgaged Property under the terms of the respective Mortgage Loan. The Contractual Recurring Replacement Reserves and Contractual Recurring LC&TI Reserves shown in such table are in each case expressed as dollars per Unit for Multifamily Rental Properties and Manufactured Housing Properties, a percentage of total departmental revenues for Hospitality Properties and dollars per Leasable Square Foot for other Commercial Properties. The Contractual Recurring Replacement Reserves and Contractual Recurring LC&TI Reserves set forth in such table for most of the Mortgaged Properties are initial amounts and may vary over time. In such cases, the related Mortgage Note and/or other related documents may provide for applicable reserve deposits to cease upon achieving predetermined maximum amounts in the related reserve account. In addition, in some such cases, reserves for leasing commissions and tenant improvements were determined for specific tenant spaces, in which cases, the execution of a lease covering such space could result in the termination and/or release of such reserve. Under certain Mortgage Loans, the related Borrowers are permitted to deliver letters of credit from third parties in lieu of establishing and funding a deposit account for replacement reserves or reserves for leasing commissions and tenant improvements. Engineering Reserves. The table titled "Engineering Reserves and Recurring Replacement Reserves" on Exhibit A-1 to this Prospectus Supplement shows the reserves (the "Engineering Reserves") established as and when required under the related loan documents, either as a separate account (or, if applicable, as a sub-account of any related Central Account), or in some cases in the form of a letter of credit pledged to the lender, as a result of the inspections of certain Mortgaged Properties described above under "--Certain Underwriting Matters--Property Condition Assessments". The repair/replacement items for which such reserves were established are generally items identified by the property inspection firm as in need of repair or replacement in order to restore the Mortgaged Property to a condition generally consistent with competitive properties of similar age and quality or to comply with regulatory requirements. Because the Engineering S-84 Reserve for any Mortgaged Property shown in such table reflects only the cost estimate determined by the respective inspection firm for items that the related Originator determined significant enough to require a reserve, and/or because in some cases items identified in a report were corrected prior to closing of the Mortgage Loan, the Engineering Reserve for certain Mortgage Loans may be less than the cost estimate set forth in the related report. The Engineering Reserve for several Mortgaged Properties was a significant amount and substantially in excess of the cost estimate set forth in the related inspection report because the related Originator required the Borrower to establish reserves for the completion of major work that had been commenced. No Engineering Reserve is required to be replenished. The amounts set forth in such table represent the amounts of the Engineering Reserves required at the respective dates of origination of the Mortgage Loans, and there can be no assurance that the work for which reserves were required will be completed in a timely manner or that the reserved amount will be sufficient therefor. Significant Mortgage Loans The Oakwood Plaza Loan. The "Oakwood Plaza Loan" has a Cut-off Date Balance of $67,944,452, representing 4.4% of the Initial Pool Balance. GECC originated the Oakwood Plaza Loan. The Oakwood Plaza Loan is secured by a Mortgage (the "Oakwood Plaza Mortgage") encumbering the fee interest of the related Borrower (the "Oakwood Plaza Borrower") in a retail center (the "Oakwood Plaza Property") located in southern Florida. The Oakwood Plaza Borrower is a limited partnership organized under the laws of Delaware. It is also an affiliate of Swerdlow Real Estate Group, Inc. (the "Swerdlow REIT"), which entity is the sole general partner of SREG Operating Limited Partnership (the "Swerdlow Operating Partnership"). The Swerdlow REIT, which is privately held, was formed in January 1999, and holds a commercial portfolio of properties in various stages of development. The Swerdlow REIT was capitalized by various equity investors including MJS SREG, LLC, PM SREG Holdings, LLC, Fidelity Management Trust Company, Fidelity Management & Research Company, Colony Capital, Inc., Landmark Partners, Inc., The Board of Trustees of the Leland Stanford Jr. University and Institutional Property Consultants, Inc. The Oakwood Plaza Loan is an ARD Loan with an Anticipated Repayment Date of February 1, 2009 and a final maturity of February 1, 2029. The Oakwood Plaza Loan amortizes on a 30-year schedule. The fixed Mortgage Rate on the Oakwood Plaza Loan is 8.180% per annum. However, on the Anticipated Repayment Date, the per annum rate at which interest accrues on the Oakwood Plaza Loan will increase to the original Mortgage Rate plus two percentage points (2%). The Oakwood Plaza Loan accrues interest on an Actual/360 Basis. The Oakwood Plaza Borrower may not voluntarily prepay the Oakwood Plaza Loan until three (3) months prior to the Anticipated Repayment Date. At any time following the second anniversary of the Closing Date, but prior to the Anticipated Repayment Date, the Oakwood Plaza Property may be released from the lien of the Oakwood Plaza Mortgage through a defeasance of 100% of the unpaid principal balance of the Oakwood Plaza Loan. Defeasance is only permitted upon the satisfaction of certain terms and conditions, including-- o confirmation from the Rating Agencies that such defeasance will not result in a withdrawal, downgrade or qualification of the then current ratings on the Certificates, and o delivery of certain legal opinions and documentation. S-85 - The Oakwood Plaza Property. The Oakwood Plaza Property is controlled by the Swerdlow REIT. The Oakwood Plaza Property is a Retail Property with the characteristics described in the table below.
No. of Yr. Built/ Occupancy Appraised Property Name Location Sq. Ft. Renovated at U/W U/W NCF Value - ------------- ------------- ------- --------- --------- ---------- ----------- Oakwood Plaza Hollywood, FL 885,713 1994/1997 96% $7,507,540 $85,600,000
The Oakwood Plaza Property is a large retail power center with nearly a mile of Interstate 95 frontage. The major tenants of the property are described in the table below.
Month of Square % of Total Annual Lease Feet of Annual Annual Base Rent Per Tenant Expiration Leased Space Base Rent Base Rent Square Foot - ------ ----------- ------------ --------- --------- ----------- Home Depot October 2019 157,077 $730,001 8.8% $4.65 Kmart November 2019 114,764 $858,750 10.3% $7.48 BJ's Wholesale Club October 2019 107,653 $968,243 11.6% $9.00
Kmart has guaranteed a portion of the rent under the BJ's Wholesale Club lease. Lockbox. Simultaneously with the closing of the Oakwood Plaza Loan, the Oakwood Plaza Borrower established a Lockbox Account. The Oakwood Plaza Borrower has required that all tenants at the Oakwood Plaza Property deposit rent directly in such Lockbox Account. Property Management. The Oakwood Plaza Property is subject to a long-term management agreement with the Swerdlow Operating Partnership. The management agreement is not terminable by the Oakwood Plaza Borrower, the manager or any other party, except with the express written consent of the lender under the Oakwood Plaza Loan. The lender under the Oakwood Plaza Loan may replace the Swerdlow Operating Partnership as property manager only upon-- o a default by the property manager under such management agreement, or o an event of default under the Mortgage Loan, or o completion of foreclosure. Appraised Value. The Oakwood Plaza Loan has a Cut-off Date LTV Ratio of 79.4% based on an Appraised Value of the Oakwood Plaza Property of $85,600,000 (as derived from an appraisal conducted during October 1998). Underwritten DSCR. The Underwritten DSCR of the Oakwood Plaza Loan is 1.23x, based on an aggregate Annual Debt Service of $6,101,242.20 and an aggregate Underwritten NCF of $7,507,540. Additional Indebtedness Prohibited. The Oakwood Plaza Borrower may not encumber the Oakwood Plaza Property with subordinate financing, and no equity owner may further pledge its interests in the Oakwood Plaza Borrower, in any event without the consent of the holder of the Oakwood Plaza Loan. Simultaneously with the closing of the Oakwood Plaza Loan, GECC provided the Swerdlow REIT, the Swerdlow Operating Partnership and certain affiliates thereof (other than the Oakwood Plaza Borrower) with a revolving line of credit. The line of credit is a recourse loan to, and secured by the assets of, the Swerdlow REIT, the Swerdlow Operating Partnership and such affiliates, which assets mainly consist of: (i) ownership interests in eleven (11) entities (including the Oakwood Plaza Borrower), each of which owns real estate (some of which are stabilized assets and others of which are in various stages of development); and (ii) certain management and development agreements or a pledge of some or all of the direct or indirect ownership interests S-86 in the manager under certain management and development agreements. All of such ownership interests, management and development agreements and pledged ownership interests in such managers are pledged as security for the line of credit. GECC, as lender under the line of credit, has entered into a subordination and intercreditor agreement with GECC as lender under the Oakwood Plaza Loan (which agreement will be assigned to the Trustee for the benefit of the Trust). GECC may not exercise its remedies under the line of credit to transfer title to the pledged interests unless-- o GECC receives confirmation from the Rating Agencies that such transfer will not result in a withdrawal, downgrade or qualification of any of the then current ratings of the Certificates, or o the transferee is GECC or another institutional transferee. Transfer of Ownership Interests. The Oakwood Plaza Mortgage prohibits the transfer of interests in the Oakwood Plaza Property or in the Oakwood Plaza Borrower without the consent of the holder of the Oakwood Plaza Loan. However, the Oakwood Plaza Mortgage permits transfers of ownership interests in the Swerdlow REIT, provided, that (a) (i) one or more certain pre-approved investors (the "Approved Investors") continue to own 51% of the outstanding ownership interest in the Swerdlow REIT, and (ii) one or more Approved Investors maintain control of the management and policies of the Oakwood Plaza Borrower, or (b) (i) such transfers are pursuant, or subsequent, to a registered public offering on a nationally recognized exchange (other than pursuant to consolidation or merger with, or acquisition by, a publicly traded entity), and (ii) no person or entity other than the Approved Investors owns or controls 49% of the outstanding ownership interest in the Swerdlow REIT, or (c) the holder of the Oakwood Plaza Loan receives confirmation from the Rating Agencies that such transfer will not result in a withdrawal, downgrade or qualification of any of the then-current ratings of the Certificates. The Fifteen Southeast Realty Loans. The "Fifteen Southeast Realty Loans" consist of four (4) cross-defaulted and cross-collateralized Mortgage Loans with an aggregate Cut-off Date Balance of $58,000,000, representing 3.7% of the Initial Pool Balance. Column originated the Fifteen Southeast Realty Loans. The Borrower under the Fifteen Southeast Realty Loans (the "Fifteen Southeast Realty Borrower") is a limited liability company organized under the laws of Delaware. It is also an affiliate of Fifteen Southeast Realty, Inc., which currently owns 16,000 multifamily rental units. The Fifteen Southeast Realty Loans are secured by Mortgages (the " Fifteen Southeast Realty Mortgages") on the fee simple interests of the Fifteen Southeast Realty Borrower in four (4) Multifamily Rental Properties (the "Fifteen Southeast Realty Properties"), all of which are located in Florida. Each Fifteen Southeast Realty Loan is a Balloon Loan which matures on June 1, 2009 and amortizes on a 30-year schedule. Each Fifteen Southeast Realty Loan accrues interest on an Actual/360 Basis at a fixed Mortgage Rate of 7.880% per annum. The Fifteen Southeast Realty Borrower may not voluntarily prepay the Fifteen Southeast Realty Loans until six (6) months prior to maturity. After the second anniversary of the Closing Date, the Fifteen Southeast Realty Borrower may obtain a release of all or one or more of the Fifteen Southeast Realty Properties from the lien of the Fifteen Southeast Realty Mortgages through a defeasance of the Fifteen Southeast Realty Loans (or, if fewer than all the Fifteen Southeast Realty Loans are to be released, through a defeasance of such portion of the Fifteen Southeast Realty Loans as is equal to 125% of the allocated loan amount for each Fifteen Southeast Realty Property to be released). Defeasance is only permitted upon the satisfaction of certain conditions by the Fifteen Southeast Realty Borrower, including-- o delivery of certain legal opinions and documentation, o if less than the entire aggregate amount of the Fifteen Southeast Realty Loans is to be defeased, the debt service coverage ratio for both the Fifteen Southeast Realty Properties being released and those properties remaining secured by the lien of the Fifteen Southeast Realty Mortgages is not less than the greater of (i) 1.20:1 and (ii) the underwritten debt service coverage ratio of the Fifteen Southeast Realty Loans at the time of closing, and S-87 o if less than the entire aggregate amount of the Fifteen Southeast Realty Loans is to be defeased, the loan-to-value ratio for both the properties being released and those remaining secured shall be less than 80%. The Fifteen Southeast Realty Properties. The Fifteen Southeast Realty Properties consist of four (4) Multifamily Rental Properties having the characteristics described in the table below.
No. of Yr. Built/ Occupancy Appraised Loan Property Name Location Apts. Renovated at U/W Value U/W NCF Amount - ------------- ------------------ ------ --------- ------ ----------- ---------- ----------- Arbor Lake Club Apts. Miami, FL 712 1978/1990 94% $37,900,000 $3,247,350 $30,100,000 The Parkview Apts. Pembroke Pines, FL 208 1987 97% 12,000,000 1,018,976 9,550,000 Heron's Cove Apts. Orlando, FL 324 1973/1997 98% 12,700,000 1,030,935 9,500,000 Horizons North Apts. North Miami, FL 276 1982 92% 12,700,000 950,029 8,850,000 ----- -- ----------- ---------- ----------- Total/Wtd. Avg. 1,520 95% $75,300,000 $6,247,290 $58,000,000
Property Management. The Fifteen Southeast Realty Properties are subject to management agreements between the Fifteen Southeast Realty Borrower and Westdale Asset Management Ltd. (the "Fifteen Southeast Realty Property Manager"), an affiliate of the Fifteen Southeast Realty Borrower. The holder of the Fifteen Southeast Realty Loans may replace the Fifteen Southeast Realty Property Manager only upon-- o a default by the Fifteen Southeast Realty Property Manager under the management agreement, or o such holder's acquiring title to a Fifteen Southeast Realty Property by foreclosure or otherwise, or o a fifty percent (50%) or more change in control of the ownership of the Fifteen Southeast Realty Property Manager, or o upon the occurrence of any event that would constitute termination for cause. Cash Management. The Fifteen Southeast Realty Borrower must cause all rents from the Fifteen Southeast Realty Properties to be deposited into a "rent account" within one (1) business day of receipt. Unless and until an event of default occurs under the Fifteen Southeast Realty Loans, the Fifteen Southeast Realty Borrower will have access to such rent account. Appraised Value. The Fifteen Southeast Realty Loans have a Cut-off Date LTV Ratio of 77.0%, based upon an aggregate Appraised Value of the Fifteen Southeast Realty Properties of $75,300,000 (as derived from appraisals conducted during April 1999). Underwritten DSCR. The Underwritten DSCR of the Fifteen Southeast Realty Loans is 1.24x, based on an aggregate Annual Debt Service of $5,048,898.60 and an aggregate Underwritten NCF of $6,247,290. Additional Indebtedness Prohibited. The Fifteen Southeast Realty Borrower may not encumber the Fifteen Southeast Realty Properties with subordinate financing without the consent of the holder of the Fifteen Southeast Realty Loans (although it may incur certain unsecured debt). Transfer of Ownership Interests. In general, the Fifteen Southeast Realty Mortgages prohibit the transfer of interests in the Fifteen Southeast Realty Properties or controlling interests in the Fifteen Southeast Realty Borrower without the consent of the holder of the Fifteen Southeast Realty Loans, except in connection with a sale or transfer of the Fifteen Southeast Realty Properties in accordance with the Fifteen Southeast Realty Loan documents. The Fifteen Southeast Realty Mortgages permit the following transfers: transfers of limited partnership interests in the Fifteen Southeast Realty Borrower or in any managing member or other members of the Fifteen Southeast Realty Borrower or S-88 transfers of interests by and among members, or transfers which result in the addition of non-managing members or transfers of such interests to immediate family members of members for estate planning purposes, provided that if more than 49% of the interests in the Fifteen Southeast Realty Borrower or its managing member are transferred or if such transfer results in an change of control of the Fifteen Southeast Realty Borrower or its managing member, such transfer is conditional upon written confirmation by the Rating Agencies of no downgrade, withdrawal or qualification of the ratings of the Certificates. The Herald Center Loan. The "Herald Center Loan" has a Cut-off Date Balance of $49,975,508, representing 3.2% of the Initial Pool Balance. Column originated the Herald Center Loan. The Borrower under the Herald Center Loan (the "Herald Center Borrower") is a limited partnership organized under the laws of Delaware. The general partner of the Herald Center Borrower is Herald Center Department Store, Inc., a Delaware corporation and the limited partners thereof are Bailey Herald Center, L.P., a Delaware limited partnership, I.C.S. Herald Corp., a New York corporation and M.R. Herald Partners, L.P., a Delaware limited partnership. The Herald Center Loan is secured by a Mortgage (the "Herald Center Mortgage") on both the fee interest and leasehold interest of the Herald Center Borrower in a 249,504 square foot vertical mall in New York City (the "Herald Center Property"). The Herald Center Loan is an ARD Loan with an Anticipated Repayment Date of May 1, 2009 and a final maturity of May 1, 2029. The Herald Center Loan amortizes on a 30-year schedule. The fixed Mortgage Rate on the Herald Center Loan is 7.754% per annum. However, after the related Anticipated Repayment Date and until the Herald Center Loan is repaid in full, additional interest shall accrue in respect of the Herald Center Loan at an Additional Interest Rate equal to the lesser of (a) the excess, if any, of the applicable 20-year Treasury rate plus 3.5%, over the Mortgage Rate, and (b) two (2) percentage points. The Herald Center Loan accrues interest on an Actual/360 Basis. The Herald Center Borrower may not voluntarily prepay such Mortgage until six (6) months prior to the related Anticipated Repayment Date. After the second anniversary of the Closing Date, but prior to the related Anticipated Repayment Date, the Herald Center Borrower may obtain a release of the Herald Center Property from the lien of the Herald Center Mortgage through defeasance of the entire Herald Center Loan. Defeasance is only permitted upon the satisfaction of certain conditions, including the delivery of-- o certain legal opinions and documentation, and o U.S. government securities sufficient to pay and discharge all scheduled principal and interest payments due under the Herald Center Loan after the defeasance date through and including the payment due on the final maturity date. The Herald Center Property. The Herald Center Property is a Retail Property with the characteristics described in the table below.
Total Square No. of Yr. Built/ Occupancy Appraised Property Name Location Feet Tenants Renovated at U/W U/W NCF Value - ------------- ------------ -------- ------- --------- ------ ---------- ----------- Herald Center New York, NY 249,504 9 1910/1985 100% $5,825,420 $75,000,000
S-89 The following table provides lease terms for the tenants of the Herald Center Property.
Month of Square % of Total Lease Feet of Annual Annual Base Rent Per Tenant Expiration Leased Space Base Rent Base Rent Square Foot - ----------- ------------ ------------ ---------- --------- ----------- Toys "R" Us January 2012 89,580 $2,040,785 28.4% $22.78 Kids "R" Us January 2012 25,000 $800,000 11.1% $32.00 Daffy's Inc. March 2017 97,124 $2,000,000 27.9% $20.59 Payless Shoe Source Inc. December 2005 6,000 $732,500 10.2% $122.08 NYS Department of Motor Vehicles March 2009 30,000 $920,800 12.8% $30.69 Other Various 1,800 $684,323 9.5% $260.00 to $1,440.00
Property Management. The Herald Center Property is subject to a long-term management agreement between the Herald Center Borrower and J.E.M.B. Realty Corp. (the "Herald Center Property Manager"), an affiliate of the Herald Center Borrower. The Herald Center Property Manager has entered into a subordination agreement regarding its management fee for the benefit of the holder of the Herald Center Loan. The annual management fee under the management agreement is $250,000, except that the management fee structure also provides for leasing commissions. The holder of the Herald Center Loan may replace the Herald Center Property Manager as property manager only upon-- o a default by the Herald Center Property Manager under the management agreement, or o such holder's acquiring title to the Herald Center Property by foreclosure or otherwise, or o with limited exceptions, a fifty percent (50%) or greater change in control of the ownership of the Herald Center Property Manager, or o the Herald Center Property Manager's acting with gross negligence, willful misconduct or fraud in the performance of its duties under the management agreement. Lockbox. The Herald Center Borrower has established a Lockbox Account, pursuant to the terms and conditions of a cash management agreement. The Herald Center Borrower has required all tenants of the Herald Center Property to deposit rent directly to such Lockbox Account. Until the Herald Center Loan is repaid in full, the Herald Center Borrower has no right of withdrawal in respect of such Lockbox Account. Appraised Value. The Herald Center Loan has a Cut-off Date LTV Ratio of 66.6%, based on an Appraised Value of the Herald Center Property of $75,000,000 (as derived from an appraisal conducted in January 1999). Underwritten DSCR. The Underwritten DSCR of the Herald Center Loan is 1.35x, based on an Annual Debt Service of $4,300,132.08 and an Underwritten NCF of $5,825,420. Additional Indebtedness Prohibited. The Herald Center Borrower may not encumber the Herald Center Property with any subordinate financing (although it is permitted to incur limited amounts of unsecured trade debt or accrued expenses in the ordinary course of business). Transfer of Ownership Interests. The Herald Center Mortgage prohibits the transfer of interests in the Herald Center Property or in the Herald Center Borrower without the consent of the holder of the Herald Center Loan, except in connection with (1) the release of the Herald Center Property in connection with the defeasance of the Herald Center Loan, or (2) a sale or transfer of all of the Herald Center Property, provided certain terms and conditions in the Herald Center Mortgage, including confirmation in writing from the Rating Agencies that the proposed transfer will not result in a qualification, reduction, downgrade or withdrawal of the ratings initially assigned to the Certificates, are satisfied. The Herald Center Mortgage permits the following transfers without the consent of the lender: transfers of up to 49.5% of the beneficial interests of the Herald Center Borrower to a real estate investment trust or other institutional party or transfer S-90 of any limited partnership interest in the Herald Center Borrower or in any general partner or member, or involuntary transfers caused by death or transfers for estate planning purposes, provided no such transfer results in a change in control of the Herald Center Borrower or its general partner. Litigation Issues. According to credit reports, Morris Bailey, a former principal in the Herald Center Borrower, and certain limited partners therein, including the Chera family, have been involved in certain legal proceedings, including, in the case of Mr. Bailey, at least one wherein it was alleged that there were fraudulent transfers of assets to avoid judgments and pending lawsuits. While Mr. Bailey is not currently a principal, his relatives continue to hold indirect interests in the Herald Center Borrower and the Herald Center Property Manager. Such entities and the current principal, Joseph Jerome, also a relative of Mr. Bailey, have represented that Mr. Bailey has no current personal ownership interest or ongoing involvement in management, with Mr. Jerome personally indemnifying the lender for any breach of such representation. In addition, a Lockbox Account has been established with respect to the Herald Center Property. The Alliance Loans. The "Alliance Loans" consist of three (3) cross-defaulted and cross-collateralized Mortgage Loans with an aggregate Cut-off Date Balance of $45,964,360, representing 3.0% of the Initial Pool Balance. Column originated the Alliance Loans. The Borrower under the Alliance Loans (the "Alliance Borrower") is a limited partnership organized under the laws of Illinois, the general partner of which is Alliance JT Portfolio I, Inc. The Alliance Loans are secured by Mortgages (the "Alliance Mortgages") on the fee simple interests of the Alliance Borrower in three (3) Multifamily Rental Properties (the "Alliance Properties"), all of which are located in Texas. Each Alliance Loan is a Balloon Loan which matures on February 1, 2009 and amortizes on a 30-year schedule. Each Alliance Loan accrues interest on an Actual/360 Basis at a fixed Mortgage Rate of 7.220% per annum. The Alliance Borrower may not voluntarily prepay the Alliance Loans until six (6) months prior to maturity. After the second anniversary of the Closing Date, the Alliance Borrower may obtain a release of any of the Alliance Properties from the lien of the Alliance Mortgages through a defeasance of the Alliance Loans (or, if fewer than all of the Alliance Properties are to be released, through a defeasance of such portion of the Alliance Loans as is equal to 125% of the allocated loan amount for each Alliance Property to be released). Defeasance is only permitted upon the satisfaction of certain conditions, including-- o delivery of certain legal opinions and documentation, o if less than the entire aggregate amount of the Alliance Loans is defeased, the debt service coverage ratio for the non-defeased portion of the Alliance Loans (based on the Alliance Properties then remaining subject to the liens of the Alliance Mortgages) must be at least equal to the greater of (a) the debt service coverage ratio for the Alliance Loans (based on all the Alliance Properties, including those that are being released) immediately prior to the defeasance and (b) the debt service coverage ratio for the Alliance Loans (based on all the Alliance Properties, including those that are being released) at origination, and o if less than the entire aggregate amount of the Alliance Loans is defeased, the loan-to-value ratio for the non-defeased portion of the Alliance Loans (based on all the Alliance Properties then remaining subject to the liens of the Alliance Mortgages) is not greater than 75%. S-91 The Alliance Properties. The Alliance Properties consist of three (3) Multifamily Rental Properties having the characteristics described in the table below.
No. of Yr. Built/ Occupancy Appraised Loan Property Name Location Apts. Renovated at U/W Value U/W NCF Amount - ------------- ----------- ------ --------- ------ ----------- ---------- ----------- Sterling Point Apts. Houston, TX 922 1978/1997 96% $29,250,000 $2,232,123 $20,751,731 Sandridge Apts. Pasadena, TX 504 1978/1994 95% 21,000,000 1,642,508 15,099,893 Woodscape Apts. Houston, TX 544 1979/1997 96% 13,600,000 1,127,554 10,112,736 ----- -- ----------- ---------- ----------- Total/Wtd. Avg. 1,970 96% $63,850,000 $5,002,185 $45,964,360
Property Management. The Alliance Properties are subject to management agreements between the Alliance Borrower and Alliance Residential Management, LLC (the "Alliance Property Manager"), an affiliate of the Alliance Borrower. The holder of the Alliance Loans may replace the Alliance Property Manager only upon-- o a default by the Alliance Property Manager under the management agreement, or o such holder's acquiring title to the related Alliance Property by foreclosure or otherwise, or o a fifty percent (50%) or greater change in control of the ownership of the Alliance Property Manager (unless the Rating Agencies have confirmed that such change in control would not result in a downgrade of any of the ratings on the Certificates), or o a default by the Alliance Borrower under the Alliance Loan documents or by the Alliance Property Manager under the management agreement. Cash Management. The Alliance Borrower must cause all rents from the Alliance Properties to be deposited into a "rent account" within one (1) day of receipt. Unless and until an event of default occurs under the Alliance Loans, the Alliance Borrower will have access to such rent accounts. Appraised Value. The Alliance Loans have a Cut-off Date LTV Ratio of 72.0%, based on an aggregate Appraised Value of the Alliance Properties of $63,850,000 (as derived from appraisals conducted during January 1999). Underwritten DSCR. The Underwritten DSCR of the Alliance Loans is 1.33x, based on an aggregate Annual Debt Service of $3,763,420.32 and an aggregate Underwritten NCF of $5,002,185. Additional Indebtedness Prohibited. The Alliance Borrower may not encumber the Alliance Properties with subordinate financing without the consent of the holder of the Alliance Loans. The Alliance Borrower may incur unsecured debt. Transfer of Ownership Interests. In general, the Alliance Mortgages prohibit the transfer of interests in the Alliance Properties or ownership interests in the Alliance Borrower without the consent of the holder of the Alliance Loans, except in limited circumstances. Transfers of ownership interests in the Alliance Borrower are permitted, provided that, among other things, the transfer does not result in a termination or dissolution of the Alliance Borrower and, if the transfer results in a change of control with respect to the Alliance Borrower, the Alliance Borrower provides the lender with written confirmation from the Rating Agencies that such transfer will not result in any downgrade, withdrawal or qualification of any of the ratings of the Certificates. The holder of the Alliance Loans must consent to transfers of the Alliance Properties upon satisfaction of certain underwriting criteria. S-92 Related Mortgage Loans. The Borrower under the Mortgage Loan (the "Hidden Oaks Mortgage Loan") secured by the Hidden Oaks Apartments I & II (the "Hidden Oaks Property"), is an affiliate of the Alliance Borrower. The Hidden Oaks Property is managed by the Alliance Property Manager. The Hidden Oaks Mortgage Loan has a Cut-off Date Balance of $5,296,933, which represents 0.3% of the Initial Pool Balance. The Stone Fort Loans. The "Stone Fort Loans" consist of five (5) cross-defaulted and cross-collateralized Mortgage Loans with an aggregate Cut-off Date Balance of $36,135,000, representing 2.3% of the Initial Pool Balance. GECC originated the Stone Fort Loans. The Stone Fort Loans are secured by Mortgages (collectively, the "Stone Fort Mortgages") encumbering the fee interest of the related borrower (the "Stone Fort Borrower") in four (4) Office Properties (including one adjacent parking garage) and a warehouse property (collectively, the "Stone Fort Properties"), located in Chattanooga, Tennessee. The Stone Fort Borrower is a corporation organized under the laws of Tennessee. Stone Fort Land Co. is the sole shareholder of the Stone Fort Borrower. Each Stone Fort Loan is a Balloon Loan which matures on June 1, 2009. The Stone Fort Loans amortize on a 30-year schedule. The fixed Mortgage Rate on the Stone Fort Loans is 7.470% per annum. The Stone Fort Loans accrue interest on an Actual/360 Basis. The Stone Fort Borrower may not voluntarily prepay the Stone Fort Loans until three (3) months prior to the maturity date. After the second anniversary of the Closing Date, each of the Stone Fort Properties may be released from the lien of its respective Stone Fort Mortgage through a defeasance of the applicable Stone Fort Loan. Defeasance is only permitted upon the satisfaction of certain terms and conditions, including the delivery of-- o certain legal opinions and documentation; and o U.S. government securities sufficient to pay and discharge all scheduled principal and interest payments due under the applicable Stone Fort Loan after the defeasance date through and including the payment due on the final maturity date. In the case of the Stone Fort Loans with a combined Cut-off Date Balance of $22,615,000, which are secured by The Tallan Office Building & The Tallan Parking Garage and The Krystal Office Building, either of such Mortgaged Properties may be released from the lien of the applicable Stone Fort Mortgage through defeasance of an amount as calculated in the related loan documents which in no event will be less than the allocated loan amount of such Stone Fort Property. The Stone Fort Properties. The Stone Fort Properties have the characteristics described in the table below:
Total Yr. Built/ Occupancy Appraised Allocated Property Name Location Square Feet Renovated at U/W Value U/W NCF Loan Amount - ------------- --------------- ----------- --------- ------ ----------- ---------- ----------- The Tallan Office Building & The Tallan Parking Garage Chattanooga, TN 148,971 1982 88% $19,275,000 $1,502,802 $13,356,952 The Krystal Office Building Chattanooga, TN 135,625 1979 86% 13,360,000 941,651 9,258,048 Riverside Center Chattanooga, TN 135,000 1946/1997 99% 11,000,000 939,909 8,514,000 Harrison Direct Chattanooga, TN 184,700 1986 100% 4,600,000 422,708 3,680,000 Tennessee American Water Company Office Building Chattanooga, TN 15,488 1978 100% 2,050,000 138,716 1,326,000 ------- --- ----------- ---------- ----------- Total/Wtd. Avg. 619,784 92% $50,285,000 $3,945,786 $36,135,000
S-93 The Tallan Office Building & The Tallan Parking Garage, The Krystal Office Building and the Tennessee American Water Company Office Building are located in the Chattanooga, Tennessee Central Business District. The major tenants for these properties are Joseph Decosimo & Co., The Krystal Company and Tennessee-American Water Co., respectively. The Riverside Building is located near the Erlanger Hospital Campus. The major tenant for the Riverside Building is Erlanger Health Systems. The Harrison Direct Warehouse is occupied by three (3) tenants. The major tenant, Harrison Direct, Inc. ("HDI"), occupies 177,500 square feet and has been a tenant at the property since 1988. Pursuant to its lease, HDI has an option to purchase the property for a purchase price equal to $4,250,000 during the lease year beginning July 1, 2002. In such event, the Stone Fort Borrower would be required to defease the related Stone Fort Loan. Property Management. The Stone Fort Properties are subject to a long-term management agreement with Stone Fort Land Co. (the "Stone Fort Property Manager"). The management agreement is terminable by the holder of the Stone Fort Loans upon default by the Stone Fort Property Manager under such management agreement or the occurrence of an event of default under the Stone Fort Loans. Appraised Value. The Stone Fort Loans have a Cut-off Date LTV Ratio of 71.9% based on an aggregate Appraised Value of the Stone Fort Properties of $50,285,000 (as derived from appraisals conducted in April 1999). Underwritten DSCR. The Underwritten DSCR of the Stone Fort Loans is 1.31x, based on an Annual Debt Service of $3,023,031.24 and an Underwritten NCF of $3,945,786. Additional Indebtedness Prohibited. The Stone Fort Borrower may not encumber the Stone Fort Properties with any subordinate financing in any event without the consent of the holder of the Stone Fort Loans. Stone Fort Land Co., the sole shareholder of the Stone Fort Borrower, has incurred debt in the aggregate amount of $4,102,870. Such debt is currently unsecured but in the future may be secured by a pledge by Stone Fort Land Co. of its stock in the Stone Fort Borrower. Transfer of Ownership Interests. The Stone Fort Mortgages prohibit the transfer of interests in the Stone Fort Properties or in the Stone Fort Borrower without the consent of the holder of the Stone Fort Loans, other than transfers of interests in the Stone Fort Borrower for estate planning purposes and a pledge of the stock by the Stone Fort Land Co. in the Stone Fort Borrower to secure debt in an amount not to exceed $4,102,870 of the Stone Fort Land Co. to the prior owner of the Stone Fort Properties or Sun Trust Bank. The Mortgage Loan Sellers and the Originators General. GECA acquired all of the GECA Mortgage Loans, representing 45.5% of the Initial Pool Balance, from GECC through a contribution of capital. GECC originated all of the GECA Mortgage Loans. Column originated one hundred sixty-seven (167) of the Column Mortgage Loans, representing 35.6% of the Initial Pool Balance. Column acquired, directly or through an affiliate, the remaining nine (9) Column Mortgage Loans, representing 1.6% of the Initial Pool Balance, from Union Capital. Union Capital directly originated all of the Column Mortgage Loans that it transferred to Column and its affiliates. GSMC acquired forty-five (45) of the GSMC Mortgage Loans, representing 17.1% of the Initial Pool Balance from Archon Financial. Of the Mortgage Loans transferred by Archon Financial to GSMC, FMAC originated three (3) of the loans, representing 1.6% of the Initial Pool Balance and Archon Financial originated forty-two (42) of the GSMC Mortgage Loans, representing 15.5% of the Initial Pool Balance. GSMC acquired one (1) of the GSMC Mortgage Loans, representing 0.1% of the Initial Pool Balance from Central Park, the originator of such loan. S-94 GE Capital Access, Inc. and General Electric Capital Corporation. GECA is a wholly owned subsidiary of General Electric Capital Corporation ("GECC"). Since 1996, GECA and its affiliates have originated or acquired approximately $5.8 billion of commercial mortgage loans in connection with its capital markets programs. Through its GE Capital Real Estate division, GECC has been lending and investing in the commercial real estate industry for over 25 years and has a portfolio of approximately $15 billion of assets. GE Capital Real Estate originates and acquires commercial mortgage loans through approximately 20 offices located throughout North America. Column Financial, Inc. Column is a corporation organized under the laws of Delaware, and its principal offices are in Atlanta, Georgia. Column underwrites and closes multifamily rental and commercial mortgage loans through its own origination offices and various correspondents in local markets across the country. Loan underwriting and quality control procedures are undertaken principally in regional offices located in Bethesda, Maryland; Chicago, Illinois; Cleveland, Ohio; Dallas, Texas; Denver, Colorado; Hollywood, Florida; Houston, Texas; Los Angeles, California; Nashville, Tennessee; New York, New York; Newport Beach, California; Norwalk, Connecticut; Philadelphia, Pennsylvania; San Francisco, California; Seattle, Washington and Tampa, Florida. Column has closed more than $7.5 billion of commercial and multifamily rental mortgage loans since beginning operations in 1993. Column is a wholly-owned subsidiary of DLJ Mortgage Capital, Inc., which in turn is a wholly-owned subsidiary of Donaldson, Lufkin & Jenrette, Inc., the parent of the Depositor and DLJSC. Goldman Sachs Mortgage Company. GSMC is a limited partnership organized under the laws of the State of New York. Its general partner is Goldman Sachs Real Estate Funding Corp., which is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. GSMC is an affiliate of Goldman, Sachs & Co., one of the underwriters. Archon Financial, L.P. Archon Financial is a Delaware limited partnership that is owned primarily by entities that are affiliated with Goldman, Sachs & Co. Archon Financial has its headquarters in Irving, Texas (suburban Dallas) and a loan origination office in each of the following five cities: New York, Atlanta, Chicago, Dallas and Los Angeles. Loan underwriting, quality control, credit approvals and loan closing support activities are undertaken primarily in Archon Financial's headquarters operation in suburban Dallas. Since its inception in late 1997, Archon Financial has originated approximately $2.8 billion of commercial mortgage loans. Union Capital Investments, LLC. Union Capital is a limited liability company, with its principal offices in Atlanta, Georgia. Union Capital is primarily involved in conduit lending, and it originates, underwrites and closes first mortgage loans secured by all types of multifamily rental and commercial real state throughout the United States. The principals of Union Capital have been involved in the conduit lending field since January 1993. The information set forth in this Prospectus Supplement concerning the Mortgage Loan Sellers and the Originators has, in each case, been provided by such party, and neither the Depositor nor either Underwriter makes any representation or warranty as to the accuracy or completeness of such information. S-95 Assignment of the Mortgage Loans On or before the Closing Date, the following transfers of the Mortgage Loans will occur. In each case, the transferor will assign the subject Mortgage Loans, without recourse, to the transferee. ------------------ ------------------ ------------------ GECA Column GSMC ------------------ ------------------ ------------------ All GECA All Column All GSMC Mortgage Loans Mortgage Loans Mortgage Loans (Arrow Down) (Arrow Down) (Arrow Down) ------------------ Depositor ------------------ (Arrow Down) All Mortgage Loans ------------------ Trust ------------------ In connection with the foregoing transfers, each Mortgage Loan Seller will be required to deliver the following documents, among others, to the Trustee (and, upon request, to the Master Servicer) with respect to its Mortgage Loans-- o the original Mortgage Note, endorsed (without recourse) to the order of the Trustee (or, if such original Mortgage Note has been lost, a copy thereof, together with a lost note affidavit); o the original or a copy of the related Mortgage(s), together with originals or copies of any intervening assignments of such document(s), in each case (unless the particular document has not been returned from the applicable recording office) with evidence of recording thereon; o the original or a copy of any related assignment(s) of leases and rents, together with originals or copies of any intervening assignments of such document(s), in each case (unless the particular document has not been returned from the applicable recording office) with evidence of recording thereon; o a completed assignment of each related Mortgage in favor of the Trustee, in recordable form (or a certified copy of such assignment as sent for recording); o a completed assignment of any related assignment(s) of leases and rents in favor of the Trustee, in recordable form (or a certified copy of such assignment as sent for recording); o originals or copies of all assumption, modifications and substitution agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed; o an original or copy of the related lender's title insurance policy (or, if a title insurance policy has not yet been issued, a commitment for title insurance "marked-up" at the closing of such Mortgage Loan); and S-96 o in those cases where applicable, the original or a copy of the related ground lease. The Trustee (either directly or through a custodian on its behalf (the "Custodian")) is required to hold all of the documents so delivered to it with respect to the Mortgage Loans in trust for the benefit of the Certificateholders and, within a specified period of time following such delivery, to conduct a review of such documents. All of the above-described documents actually delivered to the Trustee in respect of any Mortgage Loan will collectively constitute the "Mortgage File" for such Mortgage Loan. The scope of the Trustee's review of each Mortgage File is, in general, limited solely to confirming that certain of the documents listed above have been received. None of the Trustee, the Master Servicer, the Special Servicer or the Custodian is under any duty or obligation to inspect, review or examine any of the documents relating to the Mortgage Loans to determine whether such document is valid, effective, enforceable, in recordable form or otherwise appropriate for the represented purpose. The Pooling Agreement will require the Trustee, within a specified period following the later of the Closing Date and the date on which all recording information necessary to complete the subject document is received by the Trustee, to cause each of the assignments of recorded loan documents in its favor described above to be submitted for recording in the real property records of the jurisdiction in which the related Mortgaged Property is located. Because the Mortgage Loans are, in general, newly originated, many such assignments cannot be completed and recorded until the related Mortgage and/or assignment of leases and rents, reflecting the necessary recording information, is returned from the applicable recording office. Representations and Warranties GECA will make with respect to each GECA Mortgage Loan, Union Capital will make with respect to each Column Mortgage Loan originated by Union Capital, Column will make with respect to each other Column Mortgage Loan and GSMC will make with respect to each GSMC Mortgage Loan, as of the Closing Date, certain representations and warranties generally to the effect listed below, together with such other representations and warranties as may be required by the Rating Agencies; provided that the respective representations and warranties of GECA, Column, GSMC and Union Capital may not be identical. For purposes of this Prospectus Supplement, GECA will constitute the "Warranting Party" with respect to each GECA Mortgage Loan, Union Capital will constitute the "Warranting Party" with respect to each Column Mortgage Loan originated by Union Capital, Column will constitute the "Warranting Party" with respect to each other Column Mortgage Loan and GSMC will constitute the "Warranting Party" with respect to each GSMC Mortgage Loan. The representations and warranties (subject to certain exceptions) to be made in respect of each Mortgage Loan by the related Warranting Party will include: o The information relating to such Mortgage Loan set forth in the loan schedule attached to the Pooling Agreement will be accurate in all material respects as of the Cut-off Date. o Immediately prior to its transfer and assignment of such Mortgage Loan, such Warranting Party had good title to, and was the sole owner of, such Mortgage Loan. o The related Mortgage constitutes a valid enforceable first lien upon the related Mortgaged Property, prior to all other liens and encumbrances other than certain permitted liens and encumbrances. o The related Mortgage has not been satisfied, canceled, rescinded or subordinated in whole or in material part. o To such Warranting Party's knowledge, there is no proceeding pending for the total or partial condemnation of the related Mortgaged Property. o The lien of the related Mortgage is insured by an American Land Title Association or equivalent form of lender's title insurance policy (or there exists a marked up title insurance commitment to issue such a policy or a pro forma policy on which the required premium has been paid) insuring that the related S-97 Mortgage is a valid first priority lien on the related Mortgaged Property in the original principal amount of such Mortgage Loan after all advances of principal, subject only to the exceptions (general and specific) set forth in such policy. o The proceeds of such Mortgage Loan have been fully disbursed (except in those cases where the full amount of the Mortgage Loan has been made, but a portion thereof is being held back pending satisfaction of certain leasing criteria, repairs and other matters with respect to the related Mortgaged Property), and there is no requirement for future advances thereunder. o If the related Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves. o To such Warranting Party's knowledge, the related Mortgaged Property is free and clear of any damage that would materially and adversely affect its value as security for such Mortgage Loan (except in such cases where an escrow of funds exist sufficient to effect the necessary repairs and maintenance). o Each Mortgage Note, Mortgage and other agreement executed by or on behalf of the related Borrower in connection with such Mortgage Loan is the legal, valid and binding obligation of the related maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The representations and warranties made by GECA, Column, GSMC and Union Capital as described above will be assigned by the Depositor to the Trustee pursuant to the Pooling Agreement. If there exists a breach of any of the above-described representations and warranties made by GECA, Column, GSMC or Union Capital and such breach materially and adversely affects the value of the subject Mortgage Loan or the interests of the Certificateholders therein, such breach will constitute a "Material Breach" of such representation and warranty. The rights of the Trust against the applicable Warranting Party with respect to any such Material Breach are described under "--Cures, Repurchases and Substitutions" below. Cures, Repurchases and Substitutions If there exists a Material Breach of any of the representations and warranties made with respect to any of the Mortgage Loans, as discussed under "--Representations and Warranties" above, the related Warranting Party will be required either: (a) to cure the Material Breach in all material respects; or (b) subject to the discussion below regarding substitution, to repurchase such Mortgage Loan at a price (the "Purchase Price") generally equal to the sum of (i) the unpaid principal balance of such Mortgage Loan, (ii) accrued and unpaid interest at the related Mortgage Rate to but not including the Due Date occurring in the Collection Period in which such repurchase occurs, and (iii) the amount of any related unreimbursed Servicing Advances and, to the extent not otherwise included in such Servicing Advances, the costs and expenses of enforcing such repurchase obligation (provided that, in the case of a Column Mortgage Loan S-98 originated by Union Capital, Union Capital may be required to repurchase such Mortgage Loan at a lesser price, with Column to make up the difference). The time period within which the applicable Warranting Party must complete such cure or repurchase will be limited to 90 days (or, if it is diligently attempting to correct the problem and certain other conditions are satisfied, 180 days) following its receipt of notice of the subject Material Breach. Notwithstanding the foregoing, if any Warranting Party is required to repurchase any Mortgage Loans as a result of a Material Breach of any of its representations and warranties, as contemplated above, then such Warranting Party may, at any time during the three (3) month period commencing on the Closing Date (or at any time during the two-year period commencing on the Closing Date if the affected Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), in lieu of repurchasing the affected Mortgage Loan (but in no event later than such repurchase would have to have been completed): (a) replace such Mortgage Loan with one or more substitute mortgage loans (each, a "Replacement Mortgage Loan") that (i) has certain payment terms comparable to the Mortgage Loan to be replaced and (ii) is otherwise acceptable to the Controlling Class Representative (or, if none has been appointed, to the Holder(s) of Certificates representing a majority interest in the Controlling Class); and (b) pay an amount (a "Substitution Shortfall Amount") generally equal to the excess of the applicable Purchase Price for the Mortgage Loan to be replaced (calculated as if it were to be repurchased instead of replaced), over the unpaid principal balance of the applicable Replacement Mortgage Loan(s) as of the date of substitution, after application of all payments due on or before such date, whether or not received; provided that no such substitution will be permitted unless, as confirmed in writing by each Rating Agency, it would not result in a qualification, downgrade or withdrawal of the rating then assigned to any Class of Certificates by either Rating Agency. None of GECA, Column, GSMC or Union Capital is obligated, however, to replace (rather than repurchase) any Mortgage Loan as to which there is a Material Breach. Any such substitution will be at the sole discretion of the responsible Warranting Party. Furthermore, the Certificateholders of the Controlling Class and the Controlling Class Representative, as their representative, will generally have a disincentive to find any prospective Replacement Mortgage Loan acceptable. If the applicable Warranting Party fails to repurchase or replace any Mortgage Loan affected by a Material Breach of such Warranting Party's representations and warranties, none of the Depositor, either Underwriter or, except as described in the next paragraph, any other person will have any obligation to do so. Notwithstanding the foregoing, Column will make the same representations and warranties (including those discussed under "--Representations and Warranties" above) with respect to each Column Mortgage Loan originated by Union Capital as it does with respect to each other Column Mortgage Loan and will have similar cure, repurchase or replacement obligations in the event of Material Breaches thereof. In general, however, if (i) there exists a breach of any such representation or warranty and a breach of any representation or warranty made by Union Capital with respect to such Mortgage Loan, (ii) such breaches otherwise give rise to a cure, repurchase or replacement obligation on the part of both Column and Union Capital and (iii) Union Capital fails to satisfy its cure, repurchase or replacement obligation within the period provided therefor, then Column will be required to cure the Material Breach of its representation or warranty as to, or repurchase or replace, the affected Mortgage Loan. For this purpose, the cure, repurchase or replacement period for Column (as otherwise described above) will be deemed to commence only upon expiration of the cure, repurchase or replacement period for Union Capital. S-99 Each of GECA, Column, GSMC and Union Capital may only have limited assets with which to fulfill any repurchase/substitution obligations that may arise in respect of breaches of its representations or warranties. There can be no assurance that GECA, Column, GSMC or Union Capital has or will have sufficient assets with which to fulfill any repurchase/substitution obligations that may arise. Expenses incurred by the Master Servicer and the Trustee with respect to enforcing any such repurchase/substitution obligation will be borne by the applicable Warranting Party (or, if not, will be reimbursable out of the Certificate Account). Changes in Mortgage Pool Characteristics The description in this Prospectus Supplement of the Mortgage Pool and the Mortgaged Properties is based upon the Mortgage Pool as it is expected to be constituted at the time the Offered Certificates are issued, with adjustments 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, one or more Mortgage Loans may be removed from the Mortgage Pool if the Depositor deems such removal necessary or appropriate. A limited number of other mortgage loans may be included in the Mortgage Pool prior to the issuance of the Offered Certificates, unless including such mortgage loans would materially alter the characteristics of the Mortgage Pool as described in this Prospectus Supplement. The Depositor believes that the information set forth in this Prospectus Supplement will be generally representative of the characteristics of the Mortgage Pool as it will be constituted at the time the Offered Certificates are issued; however, the range of Mortgage Rates and maturities, as well as the other characteristics of the Mortgage Loans described in this Prospectus Supplement, may vary, and the actual Initial Pool Balance may be as much as 5% larger or smaller than the Initial Pool Balance set forth in this Prospectus Supplement. A Current Report on Form 8-K will be available to purchasers of the Offered Certificates on or shortly after the Closing Date. Such Current Report on Form 8-K will be filed, together with the Pooling Agreement, with the Securities and Exchange Commission within fifteen days after the initial issuance of the Offered Certificates. In the event Mortgage Loans are removed from or added to the Mortgage Pool such removal or addition will be noted in such Current Report on Form 8-K. SERVICING OF THE MORTGAGE LOANS General The Pooling Agreement provides that the Master Servicer and the Special Servicer must each service and administer the Mortgage Loans and any REO Properties for which it is responsible, directly or through sub-servicers, for the benefit of the Certificateholders (as a collective whole), in accordance with any and all applicable laws and the express terms of the Pooling Agreement and the respective Mortgage Loans. Furthermore, to the extent consistent with the foregoing, the Master Servicer and the Special Servicer must each service and administer the Mortgage Loans and any REO Properties for which it is responsible in accordance with the following standard (the "Servicing Standard"): o with the higher of (i) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, generally services and administers comparable mortgage loans and real properties for other third parties pursuant to agreements similar to the Pooling Agreement, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage lenders and loan servicers servicing and administering their own mortgage loans and real properties, and (ii) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, generally services comparable mortgage loans and real properties owned by it; o with a view to the timely collection of all Scheduled P&I Payments under the Mortgage Loans, the full collection of all Prepayment Premiums and Yield Maintenance Charges that may become payable under the Mortgage Loans and, if a Mortgage Loan comes into and continues in default and no satisfactory S-100 arrangements can be made for the collection of the delinquent payments (including payments of Prepayment Premiums and Yield Maintenance Charges), the maximization of the recovery on such Mortgage Loan to Certificateholders (as a collective whole) on a present value basis; and o without regard to: (i) any relationship (including any lending relationship) or interest that the Master Servicer or the Special Servicer, as the case may be, or any of its affiliates may have with or in the related Borrower or any other party to the Pooling Agreement; (ii) the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or by any of its affiliates; (iii) any obligations of the Master Servicer or the Special Servicer, as the case may be, to make Advances; (iv) the right of the Master Servicer or the Special Servicer, as the case may be, or any of its affiliates to receive compensation for its services or reimbursement of costs under the Pooling Agreement generally or with respect to any particular transaction; (v) the ownership by the Master Servicer or the Special Servicer, as the case may be, or any of its affiliates, of any other mortgage loans or real property or of the right to service or manage for others any other mortgage loans or real property; or (vi) any obligation of the Master Servicer or the Special Servicer, as the case may be, or any affiliate thereof, as a Mortgage Loan Seller, to pay any indemnity or cure a breach of representation or warranty with respect to, or to repurchase or replace, any Mortgage Loan. In general, the Master Servicer will be responsible for the servicing and administration of-- o all Mortgage Loans as to which no Servicing Transfer Event (as defined below) has occurred, and o all Corrected Mortgage Loans (also as defined below). The Special Servicer, on the other hand, will be responsible for the servicing and administration of-- o each Mortgage Loan (other than a Corrected Mortgage Loan) as to which a Servicing Transfer Event has occurred (each, a "Specially Serviced Mortgage Loan"), and o each Mortgaged Property that has been acquired by the Trust in respect of a defaulted Mortgage Loan through foreclosure, deed-in-lieu of foreclosure or otherwise (each, upon acquisition, an "REO Property"). Corrected Mortgage Loans and Mortgage Loans as to which no Servicing Transfer Event has occurred are collectively referred to in this Prospectus Supplement as "Performing Mortgage Loans"; and Specially Serviced Mortgage Loans and REO Properties are collectively referred to in this Prospectus Supplement as "Specially Serviced Assets". Performing Mortgage Loans will include Mortgage Loans which may be delinquent, but not to the point of resulting in a Servicing Transfer Event. Despite the foregoing, the Pooling Agreement will require the Master Servicer to continue to collect information and prepare reports to the Trustee required thereunder with respect to any Specially Serviced Assets and, otherwise, to render certain incidental services with respect to any Specially Serviced Assets. S-101 A Mortgage Loan will become a Specially Serviced Mortgage Loan (if it has not already done so) upon the occurrence of a Servicing Transfer Event. Each of the following events will constitute a "Servicing Transfer Event" in respect of any Mortgage Loan: (1) the failure of the related Borrower to make when due any Scheduled P&I Payment (including a Balloon Payment) or any other material payment required under the related Mortgage Note or the related Mortgage(s), which failure continues, or the Master Servicer determines in its good faith and reasonable judgment will continue, unremedied for 60 days; (2) if the Master Servicer or any of its affiliates then owns a material economic interest in the related Borrower, such Borrower fails to make any Scheduled P&I Payment (including a Balloon Payment) and the Master Servicer is required to make a P&I Advance in respect thereof; (3) the determination by the Master Servicer in its good faith and reasonable judgment that a default in the making of a Scheduled P&I Payment (including a Balloon Payment) or any other payment required under the related Mortgage Note or the related Mortgage(s) is likely to occur within 30 days and either (a) such default is likely to remain unremedied for at least 60 days or (b) the related Borrower has requested a material modification of the related Mortgage Loan (other than the waiver of a "due-on-sale" clause or the extension of the related maturity date); (4) the determination by the Master Servicer in its good faith and reasonable judgment that a default, other than a payment default, has occurred that may materially impair the value of the related Mortgaged Property as security for the Mortgage Loan, which default continues unremedied for the applicable cure period under the terms of the Mortgage Loan (or, if no cure period is specified, for 60 days); (5) certain events of bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings in respect of or relating to the related Borrower or the related Mortgaged Property, and certain actions by or on behalf of the related Borrower indicating its bankruptcy, insolvency or inability to pay its obligations; or (6) the Master Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to the related Mortgaged Property or Properties. So long as no other Servicing Transfer Event then exists, a Mortgage Loan will cease to be a Specially Serviced Mortgage Loan (and will become a "Corrected Mortgage Loan" as to which the Master Servicer will re-assume servicing responsibilities) if and when: (a) with respect to the circumstances described in clauses (1) and (2) of the preceding paragraph, the related Borrower has made three consecutive full and timely Scheduled P&I Payments under the terms of such Mortgage Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Borrower or by reason of a modification, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer); (b) with respect to the circumstances described in clauses (3) and (5) above, such circumstances cease to exist in the good faith and reasonable judgment of the Special Servicer; (c) with respect to the circumstances described in clause (4) above, such default is cured; and (d) with respect to the circumstances described in clause (6) above, such proceedings are terminated. If any Portfolio Loan becomes a Specially Serviced Mortgage Loan, then all other Portfolio Loans that are cross- collateralized with it are also to become Specially Serviced Mortgage Loans. S-102 Set forth below is a description of certain pertinent provisions of the Pooling Agreement relating to the servicing of the Mortgage Loans. You should also refer to the Prospectus, in particular the section captioned "Description of the Pooling Agreements", for additional important information regarding the terms and conditions of the Pooling Agreement as such terms and conditions relate to the rights and obligations of the Master Servicer and the Special Servicer. The Master Servicer and the Special Servicer The Master Servicer. GE Capital Loan Services, Inc., a Delaware corporation ("GECLS"), will act as Master Servicer with respect to the Mortgage Pool. GECLS is a wholly owned subsidiary of GECIA Holdings, Inc., which is itself a wholly owned subsidiary of GE Capital Services Corporation, which is itself a wholly owned subsidiary of the General Electric Company and an affiliate of GECA and GECC. GECLS's principal servicing offices are located at 363 N. Sam Houston Parkway E., Suite 1200, Houston, Texas 77060. As of December 31, 1998, GECLS serviced approximately 2,805 commercial and multifamily rental loans, totaling approximately $17.8 billion in aggregate outstanding principal amounts, including loans securitized in mortgage-backed securities transactions. The information concerning GECLS set forth in this Prospectus Supplement has been provided by it, and neither the Depositor nor either Underwriter makes any representation or warranty as to the accuracy thereof. The Special Servicer. Banc One Mortgage Capital Markets, LLC ("Banc One"), a Delaware limited liability company, will be the Special Servicer with respect to the Mortgage Pool. The principal offices of Banc One are located at 1717 Main Street, Dallas, Texas 75201. As of __________, Banc One and its affiliates were responsible for servicing approximately _____ commercial and multifamily loans with an aggregate principal balance of approximately $_____, the collateral for which is located in __ states and ____________. With respect to such loans, approximately ______ loans with an aggregate principal balance of approximately $___ billion pertain to commercial and multifamily mortgage-backed securities. The information concerning Banc One set forth in this Prospectus Supplement has been provided by it, and neither the Depositor nor either Underwriter makes any representation or warranty as to the accuracy thereof. Servicing and Other Compensation and Payment of Expenses The Master Servicing Fee. The principal compensation to be paid to the Master Servicer in respect of its master servicing activities will be the Master Servicing Fee and, in the case of seven (7) Mortgage Loans (the "Additional Servicing Fee Mortgage Loans"), representing 3.2% of the Initial Pool Balance, the Additional Servicing Fee. The "Master Servicing Fee"-- o will be earned in respect of each and every Mortgage Loan (including Specially Serviced Mortgage Loans and Mortgage Loans as to which the related Mortgaged Property has become an REO Property), o will be computed on a 30/360 Basis and accrue at 0.0488% per annum (the "Master Servicing Fee Rate") on the same principal amount as interest accrues or is deemed to accrue from time to time in respect of each and every Mortgage Loan, and o will be payable monthly from amounts received in respect of interest on the particular Mortgage Loan as to which it was earned. S-103 The "Additional Servicing Fee"-- o will be earned in respect of each and every Additional Servicing Fee Mortgage Loan (including any such Mortgage Loan that becomes a Specially Serviced Mortgage Loan or as to which the related Mortgaged Property has become an REO Property), o will be computed on an Actual/360 Basis and accrue at either 0.08% per annum (in the case of four (4) of the Additional Servicing Fee Mortgage Loans) or 0.10% per annum (in the case of three (3) of the Additional Servicing Fee Mortgage Loans) (in any event, the "Additional Servicing Fee Rate"), on the same principal amount as interest accrues or is deemed to accrue from time to time in respect of each and every Additional Servicing Fee Mortgage Loan, and o will be payable monthly from amounts received in respect of interest on the particular Additional Servicing Fee Mortgage Loan as to which it was earned. The weighted average Additional Servicing Fee Rate for the Additional Servicing Fee Mortgage Loans is 0.0902% per annum. The entire Additional Servicing Fee is currently contemplated to be paid to the related sub-servicer of each Additional Servicing Fee Mortgage Loan. Additional Master Servicing Compensation. As additional servicing compensation, the Master Servicer will be entitled to receive-- o All Prepayment Interest Excesses, if any, collected in respect of the entire Mortgage Pool. If a Borrower prepays its Mortgage Loan, in whole or in part, after the Borrower has made its Scheduled P&I Payment on the related Due Date during any Collection Period, the amount of interest (less the amount of related Master Servicing Fees payable therefrom and any Default Interest (as defined below) and Additional Interest included therein) will, to the extent actually collected, constitute a "Prepayment Interest Excess". o All late payment charges and Default Interest, if any, that were collected in respect of any Mortgage Loan and that accrued while such Mortgage Loan was a Performing Mortgage Loan (but only to the extent that any such late payment charges and Default Interest have not otherwise been applied to pay the Master Servicer, the Special Servicer or the Trustee, as applicable, interest on Advances made thereby with respect to the related Mortgage Loan as described in this Prospectus Supplement). "Default Interest" is any interest that (i) accrues on a defaulted Mortgage Loan solely by reason of the subject default and (ii) is in excess of all interest at the related Mortgage Rate and any Additional Interest accrued on such Mortgage Loan. In addition, all modification fees, assumption fees, assumption application fees, consent/waiver fees and other comparable transaction fees and charges, if any, collected in respect of the Mortgage Loans will be allocated between the Master Servicer and the Special Servicer, as additional compensation, as provided in the Pooling Agreement. Furthermore, the Master Servicer will be authorized to invest or direct the investment of funds held in any and all accounts maintained by it that constitute part of the Certificate Account, or in any and all accounts maintained by it that constitute escrow and/or reserve accounts, in certain government securities and other investment grade obligations specified in the Pooling Agreement ("Permitted Investments"). The Master Servicer will be entitled to retain any interest or other income earned on such funds and will be required to cover any losses of principal from its own funds without any right to reimbursement. The Master Servicer will not be obligated, however, to cover any losses resulting from the bankruptcy or insolvency of any depository institution or trust company holding any account required to be maintained under the Pooling Agreement. S-104 Prepayment Interest Shortfalls. If a Borrower prepays a Mortgage Loan, in whole or in part, prior to the related Due Date during any Collection Period and does not pay interest on such prepayment through such Due Date, then the shortfall in a full month's interest (less the amount of related Master Servicing Fees and any Additional Servicing Fees and, if applicable, exclusive of any related Default Interest or Additional Interest) on such prepayment will constitute a "Prepayment Interest Shortfall". The Pooling Agreement will provide that, if any Prepayment Interest Shortfalls are incurred with respect to the Mortgage Pool during any Collection Period, the Master Servicer must make a non-reimbursable payment (a "Compensating Interest Payment") with respect to the related Distribution Date in an amount equal to the lesser of: (a) the aggregate of all Prepayment Interest Shortfalls incurred with respect to the Mortgage Pool during such Collection Period, and (b) the aggregate of all Master Servicing Fees and Prepayment Interest Excesses, if any, collected with respect to the Mortgage Pool during such Collection Period. Any Compensating Interest Payment made by the Master Servicer with respect to any Distribution Date will be included among the amounts distributable as principal and interest on the Certificates on such Distribution Date as described under "Description of the Offered Certificates--Distributions" in this Prospectus Supplement. If the amount of the Compensating Interest Payment made by the Master Servicer with respect to any Distribution Date is less than the aggregate of all Prepayment Interest Shortfalls incurred with respect to the Mortgage Pool during the related Collection Period, such shortfall (the "Net Aggregate Prepayment Interest Shortfall" for such Distribution Date) will be allocated among the respective Classes of REMIC Regular Certificates, in reduction of the interest payable thereon, as and to the extent described under "Description of the Offered Certificates--Allocation of Losses and Certain Other Shortfalls and Expenses" in this Prospectus Supplement. None of the Additional Servicing Fees will be available to make Compensating Interest Payments. Principal Special Servicing Compensation. The principal compensation to be paid to the Special Servicer in respect of its special servicing activities will be-- o the Special Servicing Fee, o the Workout Fee, and o the Liquidation Fee. The "Special Servicing Fee"-- o will be earned in respect of each and every Specially Serviced Mortgage Loan, if any, and each and every Mortgage Loan, if any, as to which the related Mortgaged Property has become an REO Property (until any such loan is liquidated or becomes a Corrected Mortgage Loan), o will be computed on a 30/360 Basis and accrue at 0.25% per annum on the Stated Principal Balance outstanding from time to time in respect of each and every Specially Serviced Mortgage Loan, if any, and each and every Mortgage Loan, if any, as to which the related Mortgaged Property has become an REO Property, and o will be payable monthly from general collections on all the Mortgage Loans and any REO Properties on deposit in the Certificate Account from time to time. Special Servicing Fees, Master Servicing Fees and Additional Servicing Fees are collectively referred to in this Prospectus Supplement as "Servicing Fees". S-105 The Workout Fee. The Special Servicer will, in general, be entitled to receive a Workout Fee with respect to each Corrected Mortgage Loan. As to each Corrected Mortgage 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 (other than Default Interest and Additional Interest) and principal (including scheduled payments, prepayments and Balloon Payments at maturity) received on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan (net of any portion of such collection payable or reimbursable to the Master Servicer, the Special Servicer or the Trustee for Master Servicing Fees, Additional Servicing Fees and Advances). The Workout Fee with respect to any Corrected 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. Nevertheless, a new Workout Fee would become payable if and when such Mortgage Loan again became a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable with respect to Mortgage Loans that became Corrected Mortgage Loans during the period that it acted as Special Servicer and remained Corrected Mortgage Loans at the time of such termination or resignation. The successor Special Servicer shall not be entitled to any portion of such Workout Fees. Although Workout Fees are intended to provide the Special Servicer with an incentive to better perform its duties, the payment of any Workout Fee will reduce amounts distributable to Certificateholders. The Liquidation Fee. The Special Servicer will be entitled to receive a Liquidation Fee with respect to each Specially Serviced Mortgage Loan as to which the Special Servicer obtains a full or discounted payoff from the related Borrower and, except as otherwise described below, with respect to any Specially Serviced Mortgage Loan or REO Property as to which the Special Servicer receives any Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (each as defined in the Prospectus). As to each such Specially Serviced Mortgage Loan and REO Property, 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 (other than any portion thereof that represents a recovery of Default Interest or Additional Interest, and net of any portion thereof payable or reimbursable to the Master Servicer, the Special Servicer or the Trustee for Master Servicing Fees, Additional Servicing Fees and Advances). Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds or Substitution Shortfall Amounts received in connection with: o the repurchase or replacement of any Mortgage Loan by GECA, Column, GSMC or Union Capital for a breach of representation or warranty (see "Description of the Mortgage Pool--Cures, Repurchases and Substitutions" in this Prospectus Supplement); o the purchase of any defaulted Mortgage Loan or REO Property by the Master Servicer, the Special Servicer or any Holder or Holders of Certificates evidencing a majority interest in the Controlling Class (see "--Sale of Defaulted Mortgage Loans" below); or o the purchase of all of the Mortgage Loans and REO Properties by the Master Servicer, the Special Servicer or any Holder or Holders of Certificates evidencing a majority interest in the Controlling Class in connection with the termination of the Trust (see "Description of the Offered Certificates--Termination" in this Prospectus Supplement). Although Liquidation Fees are intended to provide the Special Servicer with an incentive to better perform its duties, the payment of any Liquidation Fee will reduce amounts distributable to Certificateholders. Additional Special Servicing Compensation. As additional special servicing compensation, the Special Servicer will be entitled to receive all late payment charges and Default Interest, if any, that were collected in respect of any Mortgage Loan and that accrued while such Mortgage Loan was a Specially Serviced Mortgage Loan (but only to the extent that such late payment charges and Default Interest have not otherwise been applied to pay the Master Servicer, the Special Servicer or the Trustee, as applicable, interest on Advances made thereby with respect to the related Mortgage Loan as described in this Prospectus Supplement). S-106 In addition, all modification fees, assumption fees, assumption application fees, consent/waiver fees and other comparable transaction fees and charges, if any, collected in respect of the Mortgage Loans will be allocated between the Master Servicer and the Special Servicer, as additional compensation, as provided in the Pooling Agreement. Furthermore, the Special Servicer will be authorized to invest or direct the investment of funds held in any accounts maintained by it that constitute part of the Certificate Account, in Permitted Investments. The Special Servicer will be entitled to retain any interest or other income earned on such funds and will be required to cover any losses of principal from its own funds without any right to reimbursement. The Special Servicer will not be obligated, however, to cover any losses resulting from the bankruptcy or insolvency of any depository institution or trust company holding any account required to be maintained under the Pooling Agreement. Sub-Servicing Compensation. The Master Servicer and the Special Servicer will each be responsible for all compensation payable to the sub-servicers retained thereby. Such sub-servicers may, in some cases, be entitled to most or all of (or, sometimes, an amount in excess of) the servicing compensation described above as being payable to the Master Servicer or the Special Servicer, as applicable. Payment of Expenses; Servicing Advances. Each of the Master Servicer and the Special Servicer will be required to pay its overhead and any general and administrative expenses incurred by it in connection with its servicing activities under the Pooling Agreement. Neither the Master Servicer nor the Special Servicer will be entitled to reimbursement for these expenses except as expressly provided in the Pooling Agreement. Any and all customary, reasonable and necessary "out of pocket" costs and expenses incurred by the Master Servicer or the Special Servicer in connection with the servicing of a Mortgage Loan after a default, delinquency or other unanticipated event, or in connection with the administration of any REO Property, will constitute Servicing Advances. Servicing Advances will be reimbursable from future payments and other collections, including in the form of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, on or in respect of the related Mortgage Loan or REO Property ("Related Proceeds"). In addition, the Special Servicer may once per calendar month require the Master Servicer to reimburse the Special Servicer for any Servicing Advances made by it. Upon so reimbursing the Special Servicer for any Servicing Advance, the Master Servicer will thereafter be deemed to have been made such Advance. In general, the Special Servicer may request the Master Servicer to make Servicing Advances in respect of a Specially Serviced Mortgage Loan or REO Property (in lieu of the Special Servicer making such Advances). Any such request is to be made, in writing, in a timely manner that does not adversely affect the interests of any Certificateholder (and, in any event, to the extent reasonably practicable, at least five (5) business days in advance of the date on which the Servicing Advance is required to be made). The Master Servicer must make any such Servicing Advance that it is requested by the Special Servicer to so make within the time period provided in the Pooling Agreement. If the request is timely and properly made, the Special Servicer will be relieved of any obligations with respect to an Advance that it timely requests the Master Servicer to make (regardless of whether or not the Master Servicer makes that Advance). If the Master Servicer or the Special Servicer is required under the Pooling Agreement to make a Servicing Advance, but neither does so within 15 days after such Servicing Advance is required to be made, then the Trustee will be required: (a) if it has actual knowledge of such failure, to give the defaulting party notice of its failure; and (b) if such failure continues for three more business days, to make such Servicing Advance. Notwithstanding the foregoing discussion or anything else to the contrary in this Prospectus Supplement, none of the Master Servicer, the Special Servicer or the Trustee will be obligated to make Servicing Advances that, in the reasonable and good faith judgment of the Master Servicer, the Special Servicer or the Trustee, as the case may be, would not be ultimately recoverable from Related Proceeds (any Servicing Advance not so recoverable, a "Nonrecoverable Servicing Advance"). If the Master Servicer, the Special Servicer or the Trustee makes any Servicing Advance that it subsequently determines, in its good faith and reasonable judgment, is a Nonrecoverable Servicing Advance, it may obtain reimbursement for such Servicing Advance (together with S-107 interest accrued thereon as described below) out of general collections on the Mortgage Loans and any REO Properties on deposit in the Certificate Account from time to time. The Master Servicer will be permitted to pay, and the Special Servicer may direct the payment of, certain servicing expenses directly out of the Certificate Account and at times without regard to the relationship between the expense and the funds from which it is being paid (including in connection with the remediation of any adverse environmental circumstance or condition at a Mortgaged Property or an REO Property). In addition, the Pooling Agreement will require the Master Servicer (at the direction of the Special Servicer if a Specially Serviced Asset is involved) to pay directly out of the Certificate Account any servicing expense that, if paid by the Master Servicer or the Special Servicer, would constitute a Nonrecoverable Servicing Advance, provided that the Master Servicer (or the Special Servicer, if a Specially Serviced Asset is involved) has determined in accordance with the Servicing Standard that making such payment is in the best interests of the Certificateholders (as a collective whole). The Master Servicer, the Special Servicer and the Trustee will each be entitled to receive interest on Servicing Advances made thereby. Such interest will accrue on the amount of each Servicing Advance, and compound monthly, for so long as such Servicing Advance is outstanding at a rate per annum equal to the "prime rate" as published in the "Money Rates" section of The Wall Street Journal, as such "prime rate" may change from time to time. Interest so accrued with respect to any Servicing Advance will be payable-- o first, out of Default Interest and late payment charges collected on the related Mortgage Loan, and o then, if and to the extent that (i) such Servicing Advance has been or is being reimbursed and (ii) the Default Interest and late charges collected on the related Mortgage Loan while such Servicing Advance was outstanding were insufficient to cover such Advance Interest, out of any amounts then on deposit in the Certificate Account. Modifications, Waivers, Amendments and Consents The Special Servicer (as to Specially Serviced Mortgage Loans) and, to the limited extent described below, the Master Servicer (as to Performing Mortgage Loans) each may (consistent with the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the maturity of, forgive interest (including, without limitation, Default Interest and Additional Interest) on and principal of, forgive Prepayment Premiums, Yield Maintenance Charges and late payment charges on, defer the payment of interest on, permit the release, addition or substitution of collateral securing, and/or permit the release, addition or substitution of the Borrower on or any guarantor of, any Mortgage Loan it is required to service and administer, subject, however, to the discussion under "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--"Due-on-Sale" and "Due-on-Encumbrance" Provisions" in this Prospectus Supplement and under "--The Controlling Class Representative--Certain Rights and Powers of the Controlling Class Representative" below, and, further, to each of the following limitations, conditions and restrictions: o Except with respect to Additional Interest (as described below) and with respect to certain routine matters, the Master Servicer may not 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 without the consent of the Special Servicer, provided that such consent-- (i) is to be withheld or granted by the Special Servicer in accordance with the Servicing Standard, and (ii) will be deemed to have been granted if not expressly denied within 10 business days following the Special Servicer's receipt from the Master Servicer of all information reasonably requested thereby in order to make an informed decision. S-108 o With limited exception (including as described below with respect to Additional Interest), the Special Servicer may not, in the case of Specially Serviced Mortgage Loans, agree to (or, in the case of Performing Mortgage Loans, consent to the Master Servicer's agreeing to) any modification, waiver or amendment of any term of, or, in the case of Specially Serviced Mortgage Loans, take (or, in the case of Performing Mortgage Loans, consent to the Master Servicer's taking) any of the other above- referenced actions with respect to, any Mortgage Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the Special Servicer's reasonable, good faith judgment, would materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon, unless a material default on such Mortgage Loan has occurred or, in the Special Servicer's reasonable, good faith judgment, a default in respect of payment on such Mortgage Loan is reasonably foreseeable, and such modification, waiver, amendment or other action is reasonably likely to produce a greater recovery to Certificateholders on a present value basis than would liquidation. o The Special Servicer may not, in the case of Specially Serviced Mortgage Loans, extend (or, in the case of Performing Mortgage Loans, consent to the Master Servicer's extending) the date on which any Balloon Payment is scheduled to be due on any Mortgage Loan to a date beyond the earliest of-- (i) the fifth anniversary of such Mortgage Loan's original stated maturity date, (ii) two years prior to the Rated Final Distribution Date, and (iii) if such Mortgage Loan is secured by a Mortgage solely or primarily on the related Borrower's leasehold interest in the related Mortgaged Property, ten years prior to the end of the then current term of the related ground lease (plus any unilateral options to extend). o Neither the Master Servicer nor the Special Servicer may make or permit any modification, waiver or amendment of any term of, or take any of the other above-referenced actions with respect to, any Mortgage Loan that would cause any REMIC Pool to fail to qualify as a REMIC under the Code, result in the imposition of any tax on "prohibited transactions" or "contributions" after the startup date of any such REMIC Pool under the REMIC Provisions (as defined in the Prospectus) or adversely affect the status of either Grantor Trust as a grantor trust under the Code; o The Special Servicer may not, in the case of Specially Serviced Mortgage Loans, permit (or, in the case of Performing Mortgage Loans, consent to the Master Servicer's permitting) any Borrower to add or substitute any collateral for its Mortgage Loan, unless the Special Servicer has first-- (i) determined, in its reasonable, good faith judgment, based upon an environmental assessment prepared by an independent person who regularly conducts environmental assessments, at the expense of the Borrower, 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) received confirmation from each Rating Agency that such addition or substitution of collateral will not result in a qualification, downgrade or withdrawal of any rating then assigned by such Rating Agency to a Class of Certificates. S-109 o Subject to limited exceptions, the Special Servicer may not, in the case of Specially Serviced Mortgage Loans, release (or, in the case of Performing Mortgage Loans, consent to the Master Servicer's releasing) any collateral securing an outstanding Mortgage Loan (other than in accordance with the terms of, or upon satisfaction of, a Mortgage Loan). The limitations, conditions and restrictions described above will not apply to any of the acts referenced in this "--Modifications, Waivers, Amendments and Consents" section with respect to any Mortgage Loan that is required under the terms of such Mortgage Loan in effect on the Closing Date (or, in the case of a Replacement Mortgage Loan, on the related date of substitution) or that is solely within the control of the related Borrower. Also, notwithstanding the discussion above, neither the Master Servicer nor 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 good faith judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. Notwithstanding the provisions described above, in the case of certain ARD Loans (including the Oakwood Plaza Loan and the Herald Center Loan), the Master Servicer will be permitted, in its discretion, after the related Anticipated Repayment Date, to waive any or all of the accrued Additional Interest in respect of any such ARD Loan, if, prior to the related maturity date, the related Borrower has requested the right to prepay such ARD Loan in full, together with all payments required by the related loan documents in connection with such prepayment except for such accrued Additional Interest. However, the Master Servicer's determination to waive the Trust's right to receive such accrued Additional Interest must be reasonably likely to produce a greater payment to Certificateholders (as a collective whole) on a present value basis than a refusal to waive the right to such Additional Interest. The Master Servicer will not have any liability to the Trust, the Certificateholders or any other person for any such determination that is made in accordance with the Servicing Standard. The Pooling Agreement will also limit the Master Servicer's and the Special Servicer's ability to institute an enforcement action solely for the collection of Additional Interest. All modifications, waivers and amendments entered into in respect of the Mortgage Loans are to be in writing. Each of the Master Servicer and the Special Servicer must deliver to the Trustee for deposit in the related Mortgage File, an original counterpart of the agreement relating to each such modification, waiver or amendment agreed to thereby, promptly following the execution thereof. The Controlling Class Representative Election, Resignation and Removal. The Holders (or, in the case of Certificates held in book-entry form, the beneficial owners) of Certificates representing greater than 50% of the aggregate Certificate Principal Balance of the Controlling Class will be entitled to select a representative (the "Controlling Class Representative") having certain rights and powers described below or replace an existing Controlling Class Representative. Upon (i) the receipt by the Trustee of written requests for the selection of a Controlling Class Representative from the Holders (or, in the case of Certificates held in book-entry form, the beneficial owners) of Certificates representing greater than 50% of the aggregate Certificate Principal Balance of the Controlling Class, (ii) the resignation or removal of the person acting as Controlling Class Representative or (iii) a determination by the Trustee that the Controlling Class has changed, the Trustee will be required to promptly notify all the Holders (and, in the case of Certificates held in book-entry form, to the extent actually known to certain designated officers (each, a "Responsible Officer") of the Trustee, all the beneficial owners) of Certificates of the Controlling Class that they may select a Controlling Class Representative. Such notice will explain the process established by the Trustee in order to select a Controlling Class Representative. The process may include the designation of the Controlling Class Representative by any Holder of Certificates representing a majority interest in the Controlling Class by a writing delivered to the Trustee. No appointment of any person as a Controlling Class Representative will be effective until such person provides the Trustee with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to the Pooling Agreement may deal (including their names, titles, work addresses and telecopy numbers). S-110 Controlling Class. As of any date of determination, the "Controlling Class" will be the most subordinate Class of Principal Balance Certificates then outstanding (the Class A-1A and Class A-1B Certificates being treated as a single Class for this purpose) that has a then-current aggregate Certificate Principal Balance that is not less than 25% of such Class' initial aggregate Certificate Principal Balance as of the Closing Date; provided that, if no Class of Principal Balance Certificates has an aggregate Certificate Principal Balance that satisfies such requirement, then the "Controlling Class" will be the Class of Principal Balance Certificates with the largest aggregate Certificate Principal Balance then outstanding. Resignation and Removal of the Controlling Class Representative. The Controlling Class Representative may at any time resign as such by giving written notice to the Trustee and to each Holder (or, in the case of Certificates held in book-entry form, each beneficial owner) of Certificates of the Controlling Class. The Holders (or, in the case of Certificates held in book-entry form, the beneficial owners) of Certificates representing greater than 50% of the aggregate Certificate Principal Balance of the Controlling Class will be entitled to remove any existing Controlling Class Representative by giving written notice to the Trustee and to such existing Controlling Class Representative. Certain Rights and Powers of the Controlling Class Representative. No later than 30 days after a Servicing Transfer Event for a Specially Serviced Mortgage Loan, the Special Servicer must deliver to the Trustee, each Rating Agency, the Master Servicer and the Controlling Class Representative a report (the "Asset Status Report") with respect to such Mortgage Loan and the related Mortgaged Property. Such Asset Status Report should include the following information to the extent reasonably determinable: (i) a summary of the status of such Specially Serviced Mortgage Loan; (ii) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies and to the enforcement of any related guaranties or other collateral for such Specially Serviced Mortgage Loan and whether outside legal counsel has been retained; (iii) the most current rent roll and income or operating statement available for the related Mortgaged Property; (iv) the Appraised Value of the related Mortgaged Property, together with the assumptions used in the calculation thereof; (v) a summary of the Special Servicer's recommended action with respect to such Specially Serviced Mortgage Loan; and (vi) such other information as the Special Servicer deems relevant in light of the Servicing Standard. If within ten (10) business days of receiving an Asset Status Report, the Controlling Class Representative does not disapprove such Asset Status Report in writing, the Special Servicer will implement the recommended action as outlined in such Asset Status Report (provided that the Special Servicer may not take any action that is contrary to applicable law or the terms of the applicable loan documents). If the Controlling Class Representative disapproves such Asset Status Report, the Special Servicer must revise such Asset Status Report and deliver to the Trustee, the Controlling Class Representative, the Rating Agencies and the Master Servicer a new Asset Status Report as soon as practicable, but in no event later than 30 days after such disapproval. The Special Servicer must continue to revise such Asset Status Report until the earliest of (a) the failure of the Controlling Class Representative to disapprove such revised Asset Status Report in writing within ten (10) business days of is receipt thereof; (b) a determination by the Special Servicer as set forth below or (c) the passage of 90 days from the date of preparation of the first Asset Status Report. S-111 The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement the new action in such revised report so long as such revised report has been prepared, reviewed and not rejected as described above. In addition, the Special Servicer may take any action set forth in an Asset Status Report before the expiration of the ten (10) business day period during which the Controlling Class Representative may reject such report if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of the Certificateholders and it has made a reasonable effort to contact the Controlling Class Representative. Furthermore, the Special Servicer may determine whether any affirmative disapproval of an Asset Status Report by the Controlling Class Representative is not in the best interest of all the Certificateholders pursuant to the Servicing Standard. Upon making such determination referred to in the prior sentence, the Special Servicer must notify the Trustee of such determination and deliver to the Trustee a proposed notice to Certificateholders which is to include a copy of the Asset Status Report. The Trustee must thereupon send such notice to all Certificateholders. If the Holders of Certificates representing a majority of the Voting Rights fail, within ten (10) business days of the Trustee's sending such notice, to reject such Asset Status Report, the Special Servicer will implement the same. If the Asset Status Report is rejected by the Holders of Certificates representing a majority of the Voting Rights within such ten (10) business day period, the Special Servicer must revise such Asset Status Report as described above. The Trustee will be entitled to reimbursement from the Trust for the reasonable expenses of providing such notices. The Special Servicer may not take any action inconsistent with an Asset Status Report that has been adopted as described above, unless such action would be required in order to act in accordance with the Servicing Standard. The Controlling Class Representative may not direct the Special Servicer to act in any manner (and the Special Servicer is to ignore any such direction) that would-- (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Mortgage Loan, applicable law or any provision of the Pooling Agreement, including the Special Servicer's obligation to act in accordance with the Servicing Standard, or (b) result in the imposition of a "prohibited transaction" or "contributions" tax under the REMIC Provisions on any REMIC Pool, or (c) expose the Master Servicer, the Special Servicer, the Depositor, any Mortgage Loan Seller, the Trust, the Trustee or their affiliates, officers, directors, employees or agents to any claim, suit or liability, or (d) materially expand the scope of the Trustee's, the Special Servicer's or the Master Servicer's responsibilities under the Pooling Agreement. The Special Servicer must provide the Controlling Class Representative with all information regarding the Specially Serviced Mortgage Loans and REO Properties in the Special Servicer's possession or reasonably available to it, as requested by the Controlling Class Representative from time to time. Liability to Borrowers. In general, any and all expenses of the Controlling Class Representative are to be borne by the Holders (or, if applicable, the beneficial owners) of the Certificates of the Controlling Class, pro rata according to their respective percentage interests in such Class, and not by the Trust. However, if a claim is made against the Controlling Class Representative by a Borrower with respect to the Pooling Agreement or any particular Mortgage Loan, the Controlling Class Representative is required to immediately notify the Trustee, the Master Servicer and the Special Servicer. If (a) the Special Servicer or the Trust are also named parties to the same action, and (b) in the sole judgment of the Special Servicer, (i) the Controlling Class Representative acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer or the Trust to be an adverse party in such action as regards the Controlling Class Representative, then the Special Servicer on behalf of the Trust will, subject to the discussion under "Description of the Pooling Agreements--Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator, the Manager and the Depositor" in the Prospectus, assume the defense of any such claim against the Controlling Class Representative. S-112 Liability to the Trust and Certificateholders. The Controlling Class Representative may have special relationships and interests that conflict with those of the Holders of one or more Classes of Certificates. In addition, the Controlling Class Representative does not have any duties to the Holders of any Class of Certificates other than the Controlling Class. It may act solely in the interests of the Certificateholders of the Controlling Class and will have no liability to any other Certificateholders for having done so. No Certificateholder may take any action against the Controlling Class Representative for having acted solely in the interests of the Certificateholders of the Controlling Class. Replacement of the Special Servicer The Holders (or, in the case of Certificates held in book-entry form, the beneficial owners) of Certificates representing more than 50% of the aggregate Certificate Principal Balance of the Controlling Class may terminate an existing Special Servicer and appoint a successor. Any such appointment of a successor special servicer will be subject to, among other things, receipt by the Trustee of-- (i) written confirmation from each Rating Agency that the appointment will not result in a qualification, downgrade or withdrawal of any of the ratings then assigned thereby to the Certificates, and (ii) the written agreement of the proposed Special Servicer to be bound by the terms and conditions of the Pooling Agreement, together with an opinion of counsel regarding, among other things, the enforceability of the Pooling Agreement against the proposed Special Servicer. Subject to the foregoing, any Holder (or, in the case of Certificates held in book-entry form, any beneficial owner) of a Certificate or any affiliate thereof may be appointed as Special Servicer. If the termination of an existing Special Servicer is without cause, the reasonable "out-of-pocket" costs and expenses of any related transfer of servicing duties are to be paid by the successor Special Servicer or the Holders (or, if applicable, the beneficial owners) of Certificates of the Controlling Class that voted to remove the terminated Special Servicer, as such parties may agree. The terminated Special Servicer will be entitled to: payment out of the Certificate Account for all accrued and unpaid Special Servicing Fees; and reimbursement by the successor Special Servicer for any outstanding Servicing Advances made by the terminated Special Servicer, together with interest thereon. Upon such reimbursement, any such Advance will be treated as if it were made by the successor Special Servicer. Sale of Defaulted Mortgage Loans The Pooling Agreement grants to the Master Servicer, the Special Servicer and any single Holder or group of Holders of Certificates evidencing a majority interest in the Controlling Class a right to purchase from the Trust certain defaulted Mortgage Loans in the priority described below. If the Special Servicer has determined, in its reasonable, good faith judgment, that any defaulted Mortgage Loan will become subject to foreclosure proceedings and that the sale of such Mortgage Loan under the circumstances described below is in accordance with the Servicing Standard, the Special Servicer must give prompt written notice of such determination to the Trustee and the Master Servicer. The Trustee will then be required, within five (5) days after receipt of such notice, to provide a similar notice to all Holders of Certificates of the Controlling Class. Any single Holder or group of Holders of Certificates evidencing a majority interest in the Controlling Class may (at its or their option) purchase from the Trust, at a cash price equal to the applicable Purchase Price, any such defaulted Mortgage Loan. If such Certificateholders have not purchased such defaulted Mortgage Loan within 30 days of their having received notice in respect thereof, either the Special Servicer or the Master Servicer, in that order of priority, may at its option purchase such defaulted Mortgage Loan from the Trust at a cash price equal to the applicable Purchase Price. Each of the Master Servicer and the Special Servicer may designate an affiliate thereof to effect such purchase. S-113 Subject to the discussion under "--The Controlling Class Representative--Certain Rights and Powers of the Controlling Class Representative" above, the Special Servicer may offer to sell any such defaulted Mortgage Loan not otherwise purchased as described in the preceding paragraph, if and when the Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic interests of the Certificateholders (as a collective whole). Any such offer must be made in a commercially reasonable manner for a period of not less than ten (10) days. Subject to the discussion in the next paragraph, the Special Servicer will be required to accept the highest cash bid received from any person that constitutes a "fair price" (determined in accordance with the Pooling Agreement) for such Mortgage Loan. Notwithstanding any of the foregoing, the Special Servicer will not be obligated to accept the highest cash bid if the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such bid would be in the best interests of the Certificateholders (as a collective whole). Furthermore, the Special Servicer may accept a lower cash bid (from any person or entity other than itself or an affiliate) if it determines, in accordance with the Servicing Standard, that acceptance of such bid would be in the best interests of the Certificateholders (as a collective whole) (for example, if the prospective buyer making the lower bid is more likely to perform its obligations or the terms (other than the price) offered by the prospective buyer making the lower bid are more favorable). Neither the Trustee, in its individual capacity, nor any of its affiliates may bid for or purchase any defaulted Mortgage Loan or any REO Property. In connection with the sale of any defaulted Mortgage Loan, the Special Servicer may charge prospective bidders, and retain, fees that approximate the Special Servicer's actual costs in the preparation and delivery of information pertaining to such sales or evaluating bids without obligation to deposit such amounts into the Certificate Account. If a defaulted Mortgage Loan is neither sold as described above in this "--Sale of Defaulted Mortgage Loans" section nor modified as contemplated under "--Modifications, Waivers, Amendments and Consents" above, the Special Servicer is to proceed with respect thereto as described under "Description of the Pooling Agreements--Realization Upon Defaulted Mortgage Loans" in the Prospectus. Inspections; Collection of Operating Information The Special Servicer will be required, at the expense of the Trust, to inspect or cause an inspection of the related Mortgaged Property as soon as practicable after any Mortgage Loan becomes a Specially Serviced Mortgage Loan. In addition, beginning in 2000, the Master Servicer will be required, at its own expense, to inspect or cause an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Mortgage Loan with an unpaid principal balance of under $2,000,000, once every two years), if the Special Servicer has not already done so in that period as described in the preceding sentence. The Master Servicer and the Special Servicer will each be required to prepare a written report of each such inspection performed by it that generally describes the condition of the Mortgaged Property and that specifies (i) any sale, transfer or abandonment of the property of which the Master Servicer or the Special Servicer, as applicable, is aware or (ii) any change in the property's condition, occupancy or value that the Master Servicer or the Special Servicer, as applicable, considers to be material. The Special Servicer, in the case of each Specially Serviced Mortgage Loan, and the Master Servicer, in the case of each Performing Mortgage Loan, will each be required to use reasonable efforts to collect from the related Borrower and review the following items (to the extent that they are required to be delivered pursuant to the related loan documents): (i) the annual operating statements, budgets and rent rolls of the related Mortgaged Property and (ii) the financial statements of such Borrower. The Special Servicer will also be required to cause quarterly and annual operating statements, budgets and rent rolls to be prepared for each REO Property. However, there can be no assurance that any operating statements required to be delivered by a Borrower will in fact be delivered, nor is the Master Servicer or the Special Servicer likely to have any practical means of compelling such delivery. S-114 Evidence as to Compliance On or before April 15 of each year, beginning April 15, 2000, each of the Master Servicer and the Special Servicer must-- o at its expense, cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee, among others, to the effect that such firm has examined the servicing operations of the Master Servicer or Special Servicer, as the case may be, for the previous year and, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America ("USAP"), such firm confirms that the Master Servicer or the Special Servicer, as applicable, complied with the minimum servicing standards identified in USAP, in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, USAP requires it to report (except that, in rendering its report, such firm may rely, as to matters relating to the direct servicing of commercial and multifamily rental mortgage loans by sub- servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-servicers); and o deliver to the Trustee, among others, a 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 such officer or officers, the Master Servicer or Special Servicer, as applicable, has in all material respects fulfilled its obligations under the Pooling Agreement throughout the preceding calendar year (or the portion thereof during which the Certificates were outstanding). Copies of the foregoing annual accountants' statement and officer's certificate of each of the Master Servicer and the Special Servicer will be made available to Certificateholders (at their expense) upon written request to the Trustee. The Master Servicer and the Special Servicer will each deliver or cause the delivery of the foregoing annual accountants' statements and officers' certificates in lieu of the items described under "Description of the Pooling Agreements--Evidence of Compliance" in the Prospectus. Sale of Master Servicing Rights If the Master Servicer is terminated as a result of certain Events of Default, then subject to certain conditions, the Trustee will solicit bids for the Master Servicer's servicing rights under the Pooling Agreement and will deliver the net proceeds of any resulting sale to the Master Servicer. Any such attempted sale is to occur during the 45-day period following such termination, during which 45-day period the Trustee will act as successor Master Servicer. Termination of the Master Servicer may or may not result in the termination of its sub-servicers unless such sub-servicers are in default under their respective sub-servicing agreements. See "Description of the Pooling Agreements--Events of Default" and "--Rights Upon Event of Default" in the Prospectus. DESCRIPTION OF THE OFFERED CERTIFICATES General The Certificates will be issued, on or about the Closing Date, pursuant to the Pooling Agreement. They will represent in the aggregate the entire beneficial ownership interest in the Trust Fund. The Trust Fund will include: o the Mortgage Loans; S-115 o any and all payments under and proceeds of the Mortgage Loans received after the Cut-off Date (exclusive of payments of principal, interest and other amounts due thereon on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the related date of substitution); o the Mortgage Files for the Mortgage Loans; o any REO Properties; o such funds or assets as from time to time are deposited in the Certificate Account (see "Description of the Pooling Agreements--Certificate Account" in the Prospectus) or the Interest Reserve Account; and o certain rights incidental to the representations and warranties made by GECA, Column, GSMC and Union Capital as described under "Description of the Mortgage Pool--Representations and Warranties" and "--Cures, Repurchases and Substitutions" in this Prospectus Supplement. The Certificates will include twenty (20) separate Classes, eight (8) of which are Classes of Offered Certificates and twelve (12) of which are Classes of Private Certificates. The tables below set forth the Class designation, the approximate initial aggregate Certificate Principal Balance or Certificate Notional Amount and the initial Pass-Through Rate for each Class of Certificates.
The Offered Certificates Initial Aggregate Certificate Principal Balance or Certificate Approx. % of Initial Class Designation Notional Amount(1) Initial Pool Balance Pass-Through Rate(3) - ----------------- --------------- -------------------- ----------------- Class S $1,550,432,654(2) N/A % Class A-1A $ 241,610,000 15.58% % Class A-1B $ 890,205,000 57.42% % Class A-2 $ 69,770,000 4.50% % Class A-3 $ 81,398,000 5.25% % Class A-4 $ 19,380,000 1.25% % Class B-1 $ 58,141,000 3.75% % Class B-2 $ 23,257,000 1.50% %
- --------------- (1) The actual initial aggregate Certificate Principal Balance or Certificate Notional Amount of any Class of Offered Certificates at the date of issuance may be larger or smaller than the amount shown above, depending on the actual size of the Initial Pool Balance. The actual size of the Initial Pool Balance may be as much as 5% larger or smaller than the amount presented in this Prospectus Supplement. (2) Aggregate Certificate Notional Amount. The Class S Certificates will not have Certificate Principal Balances. (3) The Pass-Through Rates for the Class , Class and Class Certificates will, in the case of each such Class, be fixed. The Pass-Through Rate for each other Class of Offered Certificates will be variable or otherwise subject to change and will be calculated pursuant to a formula described under "--Distributions--Calculation of Pass-Through Rates" below. S-116 The Private Certificates
Initial Aggregate Certificate Approx. % of Initial Class Designation Principal Balance(1) Initial Pool Balance Pass-Through Rate(3) - ----------------- -------------------- -------------------- -------------------- Class B-3 $ 38,760,000 2.50% % Class B-4 $ 31,009,000 2.00% % Class B-5 $ 15,504,000 1.00% % Class B-6 $ 19,381,000 1.25% % Class B-7 $ 15,504,000 1.00% % Class B-8 $ 15,505,000 1.00% % Class C $ 31,008,654 2.00% % Class D-1 N/A (2) N/A (2) N/A (2) Class D-2 N/A (2) N/A (2) N/A (2) Class R-I N/A (2) N/A (2) N/A (2) Class R-II N/A (2) N/A (2) N/A (2) Class R-III N/A (2) N/A (2) N/A (2)
- --------------- (1) The initial aggregate Certificate Principal Balance of any Class of Private Certificates may be as much as 5% larger or smaller than the aggregate principal balance shown above. (2) The Class D-1, Class D-2, Class R-I, Class R-II and Class R-III Certificates do not have Certificate Principal Balances, Certificate Notional Amounts or Pass-Through Rates. (3) The Pass-Through Rates for the Class , Class , Class , Class , Class , Class and Class Certificates will, in the case of each such Class, be fixed. The "Certificate Principal Balance" of any Principal Balance Certificate will represent the aggregate distributions of principal to which the Holder of such Certificate is entitled over time out of payments (or Advances in lieu thereof) and other collections on the assets of the Trust. The aggregate Certificate Principal Balance of an entire Class of Principal Balance Certificates is referred to in this Prospectus Supplement as the "Class Principal Balance" of such Class. On each Distribution Date, the Class Principal Balance of each Class of Principal Balance Certificates will be permanently reduced by any distributions of principal actually made with respect to such Class of Certificates on such Distribution Date. On any particular Distribution Date, the Class Principal Balance of a Class of Principal Balance Certificates may also be permanently reduced, as and to the extent described under "--Allocations of Losses and Certain Other Shortfalls and Expenses" below, in connection with any Mortgage Pool Deficits. The Class S Certificates will not have Certificate Principal Balances or entitle the Holders thereof to receive distributions of principal. The "Certificate Notional Amount" of any Class S Certificate will represent the principal amount on which interest will accrue in respect of such Certificate from time to time. The aggregate Certificate Notional Amount of all the Class S Certificates is referred to in this Prospectus Supplement as the "Class Notional Amount" of such Class. The Class Notional Amount of the Class S Certificates will equal the aggregate of the Class Principal Balances of the respective Classes of Principal Balance Certificates outstanding from time to time. Each such Class Principal Balance will constitute a separate component (a "Component") of the Class Notional Amount of the Class S Certificates (such Component to have the same alphabetical and/or numerical designation as the alphabetical and/or numerical Class designation for the related Class of Principal Balance Certificates (e.g., the Class Principal Balance of the Class A-1A Certificates outstanding from time to time will constitute Component A-1A of the Class Notional Amount of the Class S Certificates)). S-117 For purposes of determining the Certificate Principal Balance or Certificate Notional Amount of any of your Certificates from time to time, you can multiply the original Certificate Principal Balance or Certificate Notional Amount of such Certificate as of the Closing Date, by the then applicable Certificate Factor for the relevant Class. The "Certificate Factor" for any Class of Offered Certificates, as of any date of determination, will be a fraction (expressed as a percentage), the numerator of which will be the outstanding Class Principal Balance or Class Notional Amount, as applicable, of such Class as of such date of determination, and the denominator of which will be the original Class Principal Balance or Class Notional Amount, as applicable, of such Class as of the Closing Date. Certificate Factors will be reported monthly in the Trustee Report. A Class of Offered Certificates will be considered to be outstanding until its Class Principal Balance or Class Notional Amount, as the case may be, is reduced to zero. Under very limited circumstances, however, the prior Holders of a retired Class of Principal Balance Certificates may thereafter be entitled to certain payments in reimbursement of any reductions made in the Class Principal Balance of such Class of Certificates, as described under "--Allocations of Losses and Certain Other Shortfalls and Expenses" in this Prospectus Supplement, in connection with any Mortgage Pool Deficits. As described under "Federal Income Tax Consequences" in this Prospectus Supplement, the Class R-I, Class R-II and Class R-III Certificates will constitute REMIC residual interests and are referred to in this Prospectus Supplement as the "REMIC Residual Certificates". The Principal Balance Certificates and the Class S Certificates will evidence REMIC regular interests and are referred to in this Prospectus Supplement as the "REMIC Regular Certificates". The Class D-1 and Class D-2 Certificates (collectively, the "Class D Certificates") will evidence undivided interests in each of the Grantor Trusts. The Depositor is only offering the Offered Certificates pursuant to this Prospectus Supplement and the accompanying Prospectus. The Private Certificates have not been registered under the Securities Act and are not being offered to you. Accordingly, to the extent that this Prospectus Supplement contains information regarding the terms of the Private Certificates, the Depositor has provided such information because of its potential relevance to you as a prospective purchaser of Offered Certificates. Registration and Denominations General. The Offered Certificates will be issued in book-entry form in original denominations of: o in the case of the Class S Certificates, $10,000 initial Certificate Notional Amount and in any whole dollar denomination in excess thereof; and o in the case of the other Offered Certificates, $10,000 initial Certificate Principal Balance and in any whole dollar denomination in excess thereof. Each Class of Offered Certificates will initially be represented by one or more Certificates registered in the name of Cede & Co., as nominee of DTC. Delivery, Form and Denomination 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 and DTC's nominee will be Cede & Co. You will not be entitled to receive a certificate issued in fully registered, certificated form (each, a "Definitive Certificate") representing your 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 beneficial owners of Offered Certificates through its participating organizations (together with Cedel and Euroclear participating organizations, the "Participants"), and all references in this Prospectus Supplement S-118 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 beneficial owners of Offered Certificates through its Participants in accordance with DTC procedures. You may hold your Certificates through DTC (in the United States) or Cedel or Euroclear (in Europe) if you are a Participant of such system, or indirectly through organizations that are participants in such systems. Cedel and Euroclear will hold omnibus positions on behalf of the Cedel Participants and the Euroclear Participants, respectively, through customers' securities accounts in Cedel'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 Cedel Participants and Euroclear Participants will occur in accordance with their applicable rules and operating procedures. Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Cedel 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 and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets it settlement requirements, deliver instruction to its Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Cedel Participants and Euroclear Participants may not deliver instructions directly to the Depositaries. Because of time-zone differences, credits of securities in Cedel 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 Cedel Participant or Euroclear Participant on such business day. Cash received in Cedel or Euroclear as a result of sales of securities by or through a Cedel 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 Cedel or Euroclear cash account only as of the business day following settlement in DTC. The beneficial owners of Offered Certificates that are not Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, Offered Certificated may do so only through Participants and Indirect Participants. In addition, holders of Offered Certificates will receive all distributions of principal and interest from the Trustee through the Participants who in turn will receive them from DTC. Similarly, reports distributed to Certificateholders pursuant to the Pooling Agreement and requests for the consent of Certificateholders will be delivered to beneficial owners only through DTC, Euroclear, Cedel and their respective participants. Under a book-entry format, holders of Offered Certificates may experience some delay in their receipt of payments, reports and notices, since such payments, reports and notices will be forwarded by the Trustee to Cede & Co., as nominee for the DTC. DTC will forward such payments, reports and notices to its Participants, which thereafter will forward them to Indirect Participants, Cedel, Euroclear or holders of Offered Certificates, as applicable. S-119 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 beneficial owners 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 beneficial owners of Offered Certificates will not possess the Offered Certificates, the Rules provide a mechanism that 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 that 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. Seniority The following chart sets forth the relative seniority of the respective Classes of Certificates for purposes of-- o making distributions of interest and, if and when applicable, distributions of principal, and o allocating losses on the Mortgage Loans, as well as certain default-related and other unanticipated expenses of the Trust. S-120 Each identified Class of Certificates will, for the above-specified purposes, be subordinate to each other Class of Certificates, if any, listed above it in the following chart. Expanded Seniority Chart -------------------------------------------- Most Senior Class A-1A, Class A-1B and Class S Most Senior -------------------------------------------- | ----------------------------- Class A-2 ----------------------------- | ----------------------------- Class A-3 ----------------------------- | ----------------------------- Class A-4 ----------------------------- | ----------------------------- Class B-1 ----------------------------- | ----------------------------- Class B-2 ----------------------------- | ----------------------------- Class B-3 ----------------------------- | ----------------------------- Class B-4 ----------------------------- | ----------------------------- Class B-5 ----------------------------- | ----------------------------- Class B-6 ----------------------------- | ----------------------------- Class B-7 ----------------------------- | ----------------------------- Class B-8 ----------------------------- | ----------------------------- Class C ----------------------------- | -------------------------------------------- Most Subordinate Classes of REMIC Residual Certificates Most Subordinate -------------------------------------------- The only form of credit support for any Class of Offered Certificates will be the above-referenced subordination of the other Classes of Certificates listed below it in the Expanded Seniority Chart, including all of the Private Certificates (other than the Class D Certificates). The REMIC Residual Certificates do not have any material economic value and do not constitute true credit support. S-121 The Class D-1 Certificates will entitle the Holders thereof only to those amounts, if any, applied as Additional Interest in respect of the GECA Mortgage Loans that are ARD Loans, and the Class D-2 Certificates will entitle the Holders thereof only to those amounts, if any, applied to Additional Interest in respect of the Column Mortgage Loans that are ARD Loans. Accordingly, the Class D Certificates are not necessarily senior or subordinate to any other Class of Certificates (except to the extent that amounts received on any particular ARD Loan are applied first to pay amounts other than Additional Interest). Certain Relevant Characteristics of the Mortgage Loans The following characteristics of the Mortgage Loans are, in addition to those described elsewhere in this Prospectus Supplement, relevant to the following discussions in this "Description of the Offered Certificates" section: Mortgage Pass-Through Rate. The "Mortgage Pass-Through Rate" in respect of any Mortgage Loan for any Distribution Date will, in general, equal-- o in the case of each 30/360 Mortgage Loan, an annual rate equal to (a) the Mortgage Rate for such Mortgage Loan as of the Cut-off Date, minus (b) 0.05% per annum, and o in the case of each Actual/360 Mortgage Loan, an annual rate generally equal to (a) a fraction (expressed as a percentage), the numerator of which is twelve (12) times the aggregate amount of interest accrued (or, in the event of prepayments or liquidations, that would have accrued) in respect of such Mortgage Loan during the calendar month immediately preceding the month in which such Distribution Date occurs at the Mortgage Rate (or, in the case of an Additional Servicing Fee Mortgage Loan, at the Mortgage Rate less the Additional Servicing Fee Rate) for such Mortgage Loan as of the Cut-off Date, and the denominator of which is the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, minus (b) 0.05% per annum; provided that the numerator of the fraction described in clause (a) above will, when the accrual of interest occurs during the calendar months of December (except in a year preceding a leap year) and January, be decreased by the amount of any Interest Reserve Amount transferred from the Certificate Account to the Interest Reserve Account in respect of such Mortgage Loan in the following calendar month and will, when the accrual of interest occurs during the calendar month of February, be increased by the Interest Reserve Amounts to be transferred from the Interest Reserve Account to the Certificate Account in respect of such Mortgage Loan in the following calendar month. See "--Distributions--Interest Reserve Account" below. The Mortgage Pass-Through Rate for each Mortgage Loan will be unaffected by any change in the Mortgage Rate for such Mortgage Loan, including in connection with any bankruptcy or insolvency of the related Borrower or any modification of such Mortgage Loan agreed to by the Master Servicer or the Special Servicer. Stated Principal Balance. The "Stated Principal Balance" of each Mortgage Loan will initially equal its Cut-off Date Balance (or, in the case of a Replacement Mortgage Loan, the unpaid principal balance thereof as of the related date of substitution, after application of all payments of principal due thereon on or before such date, whether or not received) and will permanently be reduced on each subsequent Distribution Date (to not less than zero) by-- o that portion, if any, of the Principal Distribution Amount for such Distribution Date that is attributable to such Mortgage Loan (see "--Distributions--Calculation of the Principal Distribution Amount" below), and o the principal portion of any Realized Loss incurred in respect of such Mortgage Loan during the related Collection Period (see "--Allocation of Losses and Certain Other Shortfalls and Expenses" below). S-122 However, the Stated Principal Balance of a Mortgage Loan will, in all cases, be zero as of the Distribution Date following the Collection Period in which it is determined that all amounts ultimately collectible with respect to such Mortgage Loan or any related REO Property have been received. Distributions General. Subject to available funds, the Trustee will, in general, make all distributions required to be made on the Certificates on each Distribution Date to the Certificateholders of record as of the close of business on the related Record Date. Notwithstanding the foregoing, the final distribution of principal and/or interest on any REMIC Regular Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. In order to receive its distributions by wire transfer, a Certificateholder must provide the Trustee with written wiring instructions no less than five (5) business days prior to the related Record Date. Otherwise, such Certificateholder will receive its distributions by check mailed to it. Until Definitive Certificates are issued, Cede & Co. will be the registered holder of your Certificates, and you will receive distributions on your Certificates through DTC and your DTC Participant. See "--Registration and Denominations" above. The Available Distribution Amount. The aggregate amount available to make distributions of interest and principal on the Certificates on each Distribution Date is referred to in this Prospectus Supplement as the "Available Distribution Amount". The Available Distribution Amount for any Distribution Date will include-- (1) all payments and other collections on the Mortgage Loans and any REO Properties that are on deposit in the Certificate Account (see "Description of the Pooling Agreements--Certificate Account" in the Prospectus) as of the close of business on the related Determination Date, exclusive of any portion thereof that represents one or more of the following: (a) Scheduled P&I Payments due on a Due Date subsequent to the end of the related Collection Period; (b) Prepayment Premiums, Yield Maintenance Charges and Additional Interest (which are separately distributable on the Certificates as described below in this Prospectus Supplement); (c) amounts that are payable or reimbursable to any person other than the Certificateholders, including (i) amounts payable to the Master Servicer, the Special Servicer, any Sub-Servicers or the Trustee as compensation (including Trustee Fees (as defined below), Servicing Fees, Workout Fees, Liquidation Fees, assumption fees, modification fees and, to the extent not otherwise applied to cover interest on Advances, Default Interest and late payment charges), (ii) amounts payable in reimbursement of outstanding Advances, together with interest thereon, and (iii) amounts payable in respect of other expenses of the Trust; (d) if such Distribution Date occurs during February of any year or during January of any year that is not a leap year, the Interest Reserve Amounts that are to be transferred with respect to the Actual/360 Mortgage Loans from the Certificate Account to the Interest Reserve Account during such month and held for future distribution; and (e) amounts deposited in the Certificate Account in error; (2) any P&I Advances and Compensating Interest Payments made with respect to such Distribution Date; and S-123 (3) if such Distribution Date occurs during March of any year, the Interest Reserve Amounts that are to be transferred with respect to the Actual/360 Mortgage Loans from the Interest Reserve Account to the Certificate Account during such month. See "--Interest Reserve Account" and "--Allocations of Losses and Certain Other Shortfalls and Expenses" below and "Description of the Pooling Agreements--Certificate Account" in the Prospectus. Interest Reserve Account. The Trustee will establish and maintain an "Interest Reserve Account" in its name for the benefit of the Certificateholders. During January (except in a leap year) and February of each calendar year, beginning in 2000, the Trustee will, on or before the Distribution Date in such month, withdraw from those accounts constituting part of the Certificate Account that are maintained by it and deposit in the Interest Reserve Account the Interest Reserve Amount with respect to each Actual/360 Mortgage Loan as to which the Scheduled P&I Payment due in such month was either received or advanced. The "Interest Reserve Amount" in respect of any such Mortgage Loan for either such month will, in general, equal one day's interest accrued at the related Mortgage Rate (or, in the case of an Additional Servicing Fee Mortgage Loan, at the related Mortgage Rate less the related Additional Servicing Fee Rate) on the Stated Principal Balance of such Mortgage Loan outstanding immediately following the Distribution Date in the preceding calendar month. During March of each calendar year, beginning in 2000, the Trustee will, on or before the Distribution Date in such month, withdraw from the Interest Reserve Account and deposit in those accounts constituting part of the Certificate Account maintained by it any and all Interest Reserve Amounts with respect to the Actual/360 Mortgage Loans then on deposit in the Interest Reserve Account. All such Interest Reserve Amounts that are so transferred from the Interest Reserve Account to the Certificate Account will be included in the Available Distribution Amount for the Distribution Date during the month of transfer. Calculation of Interest. Each Class of REMIC Regular Certificates will bear interest, such interest to accrue during each Interest Accrual Period based upon-- o the Pass-Through Rate for such Class for the related Distribution Date; o the Class Principal Balance or Class Notional Amount, as the case may be, of such Class outstanding immediately prior to the related Distribution Date; and o the assumption that each year consists of twelve 30-day months. The total amount of interest accrued from time to time with respect to each Class of REMIC Regular Certificates is referred to in this Prospectus Supplement as "Accrued Certificate Interest". However, less than the full amount of Accrued Certificate Interest in respect of any Class of REMIC Regular Certificates for any Interest Accrual Period may be distributable thereon as a result of the allocation of any Net Aggregate Prepayment Interest Shortfall for the related Distribution Date. The portion of the Accrued Certificate Interest in respect of any Class of REMIC Regular Certificates for any Interest Accrual Period that is actually distributable thereon is referred to in this Prospectus Supplement as the "Distributable Certificate Interest" for such Class. The Distributable Certificate Interest in respect of any Class of REMIC Regular Certificates for any Interest Accrual Period will equal the Accrued Certificate Interest in respect of such Class for such Interest Accrual Period, reduced (to not less than zero) by any portion of the Net Aggregate Prepayment Interest Shortfall for the related Distribution Date that has been allocated to such Class as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below. Calculation of Pass-Through Rates. The Pass-Through Rates for the Class __, Class __ and Class __ Certificates will be fixed at __%, __% and __% per annum, respectively. The Pass-Through Rate for the Class __ Certificates for any Distribution Date will equal the lesser of __% per annum and the Weighted Average Mortgage Pass-Through Rate for such Distribution Date. The Pass-Through Rate for the Class __ Certificates for any Distribution Date will equal the lesser of __% per annum and the Weighted Average Mortgage Pass-Through Rate for such Distribution Date. The Pass- S-124 Through Rates for the Class __ and Class __ Certificates for any Distribution Date will, in the case of each such Class, equal the Weighted Average Mortgage Pass-Through Rate for such Distribution Date. The Pass-Through Rate applicable to the Class S Certificates for each Distribution Date will equal the weighted average of the then applicable Class S Strip Rates for the respective Components of the Class Notional Amount of the Class S Certificates (weighted on the basis of the relative sizes of such Components immediately prior to such Distribution Date). The "Class S Strip Rate" in respect of any Component of the Class Notional Amount of the Class S Certificates for any Distribution Date will equal the excess, if any, of (i) the Weighted Average Mortgage Pass-Through Rate for such Distribution Date, over (ii) the Pass-Through Rate then applicable to the Class of Principal Balance Certificates whose Class Principal Balance constitutes such Component. The Class S Strip Rates for Components and of the Class Notional Amount of the Class S Certificates will at all times with respect to both such Components be 0% per annum. The Pass-Through Rates for the Class , Class and Class Certificates will, in the case of each such Class, be fixed at % per annum. The Pass-Through Rates for the Class , Class , Class and Class Certificates will, in the case of each such Class, be fixed at % per annum. The Class D Certificates and the REMIC Residual Certificates will not have Pass-Through Rates. The "Weighted Average Mortgage Pass-Through Rate" for each Distribution Date will, in general, equal the weighted average of the Mortgage Pass-Through Rates in effect for all the Mortgage Loans for such Distribution Date (weighted on the basis of such Mortgage Loans' respective Stated Principal Balances immediately prior to such Distribution Date). Calculation of the Principal Distribution Amount. The "Principal Distribution Amount" for any Distribution Date represents the maximum amount of principal distributable in respect of the Principal Balance Certificates for such Distribution Date. The Principal Distribution Amount for any Distribution Date will, in general, equal the aggregate (without duplication) of the following: (a) all payments of principal (other than voluntary principal prepayments) received on the Mortgage Loans during the related Collection Period, in each case net of any portion of the particular payment that represents a late collection of principal for which a P&I Advance was previously made for a prior Distribution Date or that represents the principal portion of a Scheduled P&I Payment due on or before the Cut-off Date or on a Due Date subsequent to the end of the related Collection Period; (b) the principal portions of all Scheduled P&I Payments due in respect of the Mortgage Loans for their respective Due Dates occurring during the related Collection Period, that were received prior to the related Collection Period; (c) all voluntary principal prepayments received on the Mortgage Loans during the related Collection Period; (d) all other collections (including Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds) that were received on or in respect of the Mortgage Loans during the related Collection Period and that were identified and applied by the Master Servicer as recoveries of principal thereof, in each case net of any portion of the particular collection that represents a late collection of principal due on or before the Cut-off Date or for which a P&I Advance was previously made for a prior Distribution Date; and (e) the principal portions of all P&I Advances made in respect of the Mortgage Loans for such Distribution Date. S-125 Priority of Payments. General. Distributions of interest and principal are to be made to the Holders of the various Classes of REMIC Regular Certificates sequentially based on their relative seniority as depicted in the Expanded Seniority Chart under "--Seniority" above. Accordingly, the Trustee will make distributions of interest and principal on the Class A-1A, Class A-1B and Class S Certificates (collectively, the "Senior Certificates") prior to making such distributions in respect of any other Class of REMIC Regular Certificates. Distributions of Interest and Principal on the Senior Certificates. On each Distribution Date, the Trustee will apply the Available Distribution Amount for such date for the following purposes and in the following order of priority: (1) to pay interest to the Holders of the respective Classes of Senior Certificates, up to an amount equal to, and pro rata as among such Classes in accordance with, all unpaid Distributable Certificate Interest accrued in respect of each such Class of Certificates through the end of the related Interest Accrual Period, (2) to pay principal to the Holders of the Class A-1A and Class A-1B Certificates (allocable between such two Classes of Certificateholders as described below), up to an amount equal to the lesser of (a) the aggregate of the then outstanding Class Principal Balances of such Classes of Certificates and (b) the Principal Distribution Amount for such Distribution Date, and (3) if applicable, to reimburse the Holders of the Class A-1A and Class A-1B Certificates, up to an amount equal to, and pro rata as between such two Classes of Certificateholders in accordance with, the aggregate of all unreimbursed reductions, if any, made to the Class Principal Balance of each such Class of Certificates as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below in connection with any Mortgage Pool Deficits. In general, all distributions of principal on the Class A-1A and Class A-1B Certificates on any Distribution Date will be distributable, first, to the Holders of the Class A-1A Certificates, until the Class Principal Balance of the Class A-1A Certificates is reduced to zero, and thereafter, to the Holders of the Class A-1B Certificates. However, if (1) the aggregate Certificate Principal Balance of the Class A-1A and Class A-1B Certificates outstanding immediately prior to any Distribution Date ever equals or exceeds (2) the sum of (a) the aggregate Stated Principal Balance of the Mortgage Pool expected to be outstanding immediately following such Distribution Date, plus (b) the lesser of (i) the Principal Distribution Amount for such Distribution Date and (ii) the portion of the Available Distribution Amount for such Distribution Date that will remain after all required distributions of interest on the Senior Certificates have been made, then (assuming the Class A-1A Certificates still remain outstanding) all distributions of principal in respect of the Class A-1A and Class A-1B Certificates on such Distribution Date and on each Distribution Date thereafter will be made on a pro rata basis in accordance with the respective Class Principal Balances of such Certificates. Similarly, all distributions of principal, if any, in respect of the Class A-1A and Class A-1B Certificates on the final Distribution Date in connection with a termination of the Trust (see "--Termination" below) will be made on the same pro rata basis. All Certificates, other than the Senior Certificates and the Class D Certificates, collectively constitute the "Subordinate Certificates". The portion, if any, of the Available Distribution Amount for any Distribution Date that remains after the foregoing distributions on the Senior Certificates is referred to in this Prospectus Supplement as the "Subordinate Available Distribution Amount". The Subordinate Available Distribution Amount for each Distribution Date will be applied to make distributions on the Subordinate Certificates as described below. S-126 Distributions of Interest and Principal on the Subordinate Certificates. On each Distribution Date, the Trustee will apply the Subordinate Available Distribution Amount for such date for the following purposes and in the following order of priority: (1) to pay interest to the Holders of the Class A-2 Certificates, up to an amount equal to all unpaid Distributable Certificate Interest accrued in respect of such Class of Certificates through the end of the related Interest Accrual Period; (2) if the Class Principal Balances of all more senior Classes of Principal Balance Certificates have been reduced to zero, to pay principal to the Holders of the Class A-2 Certificates, up to an amount equal to the lesser of (a) the then outstanding Class Principal Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (3) if applicable, to reimburse the Holders of the Class A-2 Certificates, up to an amount equal to the aggregate of all unreimbursed reductions, if any, made to the Class Principal Balance of such Class of Certificates as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below in connection with any Mortgage Pool Deficits; (4) to pay interest to the Holders of the Class A-3 Certificates, up to an amount equal to all unpaid Distributable Certificate Interest accrued in respect of such Class of Certificates through the end of the related Interest Accrual Period; (5) if the Class Principal Balances of all more senior Classes of Principal Balance Certificates have been reduced to zero, to pay principal to the Holders of the Class A-3 Certificates, up to an amount equal to the lesser of (a) the then outstanding Class Principal Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (6) if applicable, to reimburse the Holders of the Class A-3 Certificates, up to an amount equal to the aggregate of all unreimbursed reductions, if any, made to the Class Principal Balance of such Class of Certificates as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below in connection with any Mortgage Pool Deficits; (7) to pay interest to the Holders of the Class A-4 Certificates, up to an amount equal to all unpaid Distributable Certificate Interest accrued in respect of such Class of Certificates through the end of the related Interest Accrual Period; (8) if the Class Principal Balances of all more senior Classes of Principal Balance Certificates have been reduced to zero, to pay principal to the Holders of the Class A-4 Certificates, up to an amount equal to the lesser of (a) the then outstanding Class Principal Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (9) if applicable, to reimburse the Holders of the Class A-4 Certificates, up to an amount equal to the aggregate of all unreimbursed reductions, if any, made to the Class Principal Balance of such Class of Certificates as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below in connection with any Mortgage Pool Deficits; (10) to pay interest to the Holders of the Class B-1 Certificates, up to an amount equal to all unpaid Distributable Certificate Interest accrued in respect of such Class of Certificates through the end of the related Interest Accrual Period; S-127 (11) if the Class Principal Balances of all more senior Classes of Principal Balance Certificates have been reduced to zero, to pay principal to the Holders of the Class B-1 Certificates, up to an amount equal to the lesser of (a) the then outstanding Class Principal Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (12) if applicable, to reimburse the Holders of the Class B-1 Certificates, up to an amount equal to the aggregate of all unreimbursed reductions, if any, made to the Class Principal Balance of such Class of Certificates as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below in connection with any Mortgage Pool Deficits; (13) to pay interest to the Holders of the Class B-2 Certificates, up to an amount equal to all unpaid Distributable Certificate Interest accrued in respect of such Class of Certificates through the end of the related Interest Accrual Period; (14) if the Class Principal Balances of all more senior Classes of Principal Balance Certificates have been reduced to zero, to pay principal to the Holders of the Class B-2 Certificates, up to an amount equal to the lesser of (a) the then outstanding Class Principal Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (15) if applicable, to reimburse the Holders of the Class B-2 Certificates, up to an amount equal to the aggregate of all unreimbursed reductions, if any, made to the Class Principal Balance of such Class of Certificates as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below in connection with any Mortgage Pool Deficits; (16) to pay interest to the Holders of the Class B-3 Certificates, up to an amount equal to all unpaid Distributable Certificate Interest accrued in respect of such Class of Certificates through the end of the related Interest Accrual Period; (17) if the Class Principal Balances of all more senior Classes of Principal Balance Certificates have been reduced to zero, to pay principal to the Holders of the Class B-3 Certificates, up to an amount equal to the lesser of (a) the then outstanding Class Principal Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (18) if applicable, to reimburse the Holders of the Class B-3 Certificates, up to an amount equal to the aggregate of all unreimbursed reductions, if any, made to the Class Principal Balance of such Class of Certificates as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below in connection with any Mortgage Pool Deficits; (19) to pay interest to the Holders of the Class B-4 Certificates, up to an amount equal to all unpaid Distributable Certificate Interest accrued in respect of such Class of Certificates through the end of the related Interest Accrual Period; (20) if the Class Principal Balances of all more senior Classes of Principal Balance Certificates have been reduced to zero, to pay principal to the Holders of the Class B-4 Certificates, up to an amount equal to the lesser of (a) the then outstanding Class Principal Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (21) if applicable, to reimburse the Holders of the Class B-4 Certificates, up to an amount equal to the aggregate of all unreimbursed reductions, if any, made to the Class Principal Balance of such Class of Certificates as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below in connection with any Mortgage Pool Deficits; S-128 (22) to pay interest to the Holders of the Class B-5 Certificates, up to an amount equal to all unpaid Distributable Certificate Interest accrued in respect of such Class of Certificates through the end of the related Interest Accrual Period; (23) if the Class Principal Balances of all more senior Classes of Principal Balance Certificates have been reduced to zero, to pay principal to the Holders of the Class B-5 Certificates, up to an amount equal to the lesser of (a) the then outstanding Class Principal Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (24) if applicable, to reimburse the Holders of the Class B-5 Certificates, up to an amount equal to the aggregate of all unreimbursed reductions, if any, made to the Class Principal Balance of such Class of Certificates as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below in connection with any Mortgage Pool Deficits; (25) to pay interest to the Holders of the Class B-6 Certificates, up to an amount equal to all unpaid Distributable Certificate Interest accrued in respect of such Class of Certificates through the end of the related Interest Accrual Period; (26) if the Class Principal Balances of all more senior Classes of Principal Balance Certificates have been reduced to zero, to pay principal to the Holders of the Class B-6 Certificates, up to an amount equal to the lesser of (a) the then outstanding Class Principal Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (27) if applicable, to reimburse the Holders of the Class B-6 Certificates, up to an amount equal to the aggregate of all unreimbursed reductions, if any, made to the Class Principal Balance of such Class of Certificates as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below in connection with any Mortgage Pool Deficits; (28) to pay interest to the Holders of the Class B-7 Certificates, up to an amount equal to all unpaid Distributable Certificate Interest accrued in respect of such Class of Certificates through the end of the related Interest Accrual Period; (29) if the Class Principal Balances of all more senior Classes of Principal Balance Certificates have been reduced to zero, to pay principal to the Holders of the Class B-7 Certificates, up to an amount equal to the lesser of (a) the then outstanding Class Principal Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (30) if applicable, to reimburse the Holders of the Class B-7 Certificates, up to an amount equal to the aggregate of all unreimbursed reductions, if any, made to the Class Principal Balance of such Class of Certificates as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below in connection with any Mortgage Pool Deficits; (31) to pay interest to the Holders of the Class B-8 Certificates, up to an amount equal to all unpaid Distributable Certificate Interest accrued in respect of such Class of Certificates through the end of the related Interest Accrual Period; (32) if the Class Principal Balances of all more senior Classes of Principal Balance Certificates have been reduced to zero, to pay principal to the Holders of the Class B-8 Certificates, up to an amount equal to the lesser of (a) the then outstanding Class Principal Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; S-129 (33) if applicable, to reimburse the Holders of the Class B-8 Certificates, up to an amount equal to the aggregate of all unreimbursed reductions, if any, made to the Class Principal Balance of such Class of Certificates as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below in connection with any Mortgage Pool Deficits; (34) to pay interest to the Holders of the Class C Certificates, up to an amount equal to all unpaid Distributable Certificate Interest accrued in respect of such Class of Certificates through the end of the related Interest Accrual Period; (35) if the Class Principal Balances of all more senior Classes of Principal Balance Certificates have been reduced to zero, to pay principal to the Holders of the Class C Certificates, up to an amount equal to the lesser of (a) the then outstanding Class Principal Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (36) if applicable, to reimburse the Holders of the Class C Certificates, up to an amount equal to the aggregate of all unreimbursed reductions, if any, made to the Class Principal Balance of such Class of Certificates as described under "--Allocation of Losses and Certain Other Shortfalls and Expenses" below in connection with any Mortgage Pool Deficits; (37) to pay to the Holders of the REMIC Residual Certificates, the balance, if any, of the Subordinate Available Distribution Amount for such Distribution Date; provided that, on the final Distribution Date in connection with a termination of the Trust, the distributions of principal to be made pursuant to clauses (2), (5), (8), (11), (14), (17), (20), (23), (26), (29), (32) and (35) above shall, in each case, subject to the then remaining portion of the Subordinate Available Distribution Amount for such date, be made to the Holders of the relevant Class of Principal Balance Certificates otherwise entitled to distributions of principal pursuant to such clause in an amount equal to the entire then remaining Class Principal Balance of such Class of Certificates outstanding immediately prior to such final Distribution Date (and without regard to the Principal Distribution Amount for such Distribution Date). Distributions of Prepayment Premiums and Yield Maintenance Charges. If any Prepayment Premium is collected during any particular Collection Period in respect of any Mortgage Loan that provides for Prepayment Consideration equal to the greater of a specified Prepayment Premium and a Yield Maintenance Charge, then such Prepayment Premium will be distributed as additional interest on the Distribution Date corresponding to such Collection Period to the Holders of the Class S Certificates. If any Yield Maintenance Charge is collected with respect to any Mortgage Loan during any particular Collection Period (including a Yield Maintenance Charge collected in respect of a Mortgage Loan that provides for Prepayment Consideration equal to the greater of a specified Prepayment Premium and a Yield Maintenance Charge), then such Yield Maintenance Charge will be distributed as additional interest on the Distribution Date corresponding to such Collection Period as follows: o The Holders of each Class of Principal Balance Certificates then entitled to distributions of principal on such Distribution Date will be entitled to an amount equal to the product of (1) the amount of such Yield Maintenance Charge, multiplied by (2) a fraction (not greater than one or less than zero), the numerator of which is equal to the excess, if any, of the Pass-Through Rate applicable to such Class of Principal Balance Certificates for such Distribution Date, over the relevant Discount Rate, and the denominator of which is equal to the excess, if any, of the Mortgage Rate for the prepaid Mortgage Loan, over the relevant Discount Rate, multiplied by (3) a fraction (not greater than one or less than zero), the numerator of which is equal to the aggregate distributions of principal payable to the Holders of such Class of Principal Balance Certificates on such Distribution Date, and the denominator of which is equal to the Principal Distribution Amount for such Distribution Date. S-130 o Any portion of such Yield Maintenance Charge that may remain after such distributions on the Principal Balance Certificates will be distributed to the Holders of the Class S Certificates. For purposes of the foregoing, the relevant "Discount Rate" will be the rate which, when compounded monthly, is equivalent to the Treasury Rate when compounded semi-annually (e.g., a 6% per annum Treasury Rate would equate to a 5.9263% per annum Discount Rate). The "Treasury Rate" is: o in the case of any GECA Mortgage Loan or Column Mortgage Loan, the yield calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15--Selected Interest Rates under the heading "U.S. government securities/Treasury constant maturities" for the week ending prior to the date of the relevant principal prepayment, of U.S. Treasury constant maturities with a maturity date (one longer and one shorter) most nearly approximating (i) in the case of any GECA Mortgage Loan, the weighted average life (calculated in accordance with the related loan documents) of the prepaid Mortgage Loan immediately prior to the prepayment, and (ii) in the case of any Column Mortgage Loan, the stated maturity (or, in the case of any Column Mortgage Loan that is an ARD Loan, the Anticipated Repayment Date) of the prepaid Mortgage Loan. o in the case of any GSMC Mortgage Loan, the yield on the U.S. Treasury security selected in the applicable Mortgage Note for any such Mortgage as published in The Wall Street Journal. If Release H.15 or The Wall Street Journal is no longer published, the Master Servicer will select a comparable publication to determine the Treasury Rate. Neither the Depositor nor either Underwriter makes any representation as to the enforceability of the provision of any Mortgage Note requiring the payment of a Prepayment Premium or Yield Maintenance Charge or as to the collectability of any Prepayment Premium or Yield Maintenance Charge. See "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment Provisions" and "Risk Factors--Risks Related to the Mortgage Loans--Limitations on Enforceability and Collectability of Prepayment Premiums and Yield Maintenance Charges" in this Prospectus Supplement. Distributions of Additional Interest. It is anticipated that the Class D-1 Certificates will be delivered to and retained by GECA or an affiliate thereof. The Class D-1 Certificates will entitle the Holders thereof to all amounts, if any, applied as Additional Interest on the GECA Mortgage Loans that are ARD Loans. It is anticipated that the Class D-2 Certificates will be delivered to and retained by Column or an affiliate thereof. The Class D-2 Certificates will entitle the Holders thereof to all amounts, if any, applied as Additional Interest on the Column Mortgage Loans that are ARD Loans. Treatment of REO Properties. Notwithstanding that any Mortgaged Property may be acquired as part of the Trust Fund through foreclosure, deed in lieu of foreclosure or otherwise, the related Mortgage Loan will be treated as having remained outstanding until such REO Property is liquidated for purposes of determining-- o distributions on the Certificates, o reductions in the Class Principal Balances of the various Classes of Principal Balance Certificates in connection with any Mortgage Pool Deficits, and o the amount of all fees payable under the Pooling Agreement. S-131 The Mortgage Loan will be taken into account when determining the Weighted Average Mortgage Pass-Through Rate and the Principal Distribution Amount for each Distribution Date. Operating revenues and other proceeds derived from such REO Property (after application thereof to pay, or to reimburse the Master Servicer, the Special Servicer and/or the Trustee for the payment of, certain costs and expenses incurred in connection with the operation and disposition of such REO Property) will be "applied" by the Master Servicer as principal, interest and other amounts "due" on such Mortgage Loan. As and to the extent described under "--P&I Advances" below, the Master Servicer and the Trustee will be required to make P&I Advances in respect of such Mortgage Loan, in all cases as if such Mortgage Loan had remained outstanding. Allocation of Losses and Certain Other Shortfalls and Expenses As a result of Realized Losses and Additional Trust Fund Expenses, the aggregate Stated Principal Balance of the Mortgage Pool may decline below the aggregate Certificate Principal Balance of the Principal Balance Certificates, thereby resulting in a Mortgage Pool Deficit equal to the difference. If a Mortgage Pool Deficit exists following the distributions made to Certificateholders on any Distribution Date, then the respective Class Principal Balances of the various Classes of Principal Balance Certificates are to be successively reduced in reverse order of seniority as depicted on the Expanded Seniority Chart under "--Seniority" above, until such Mortgage Pool Deficit is eliminated. The first Class Principal Balance to be reduced would be that of the most subordinate Class of Principal Balance Certificates then outstanding. No such reduction will be made to the Class Principal Balance of any Class of Principal Balance Certificates until the Class Principal Balance of each more subordinate Class of Principal Balance Certificates, if any, is reduced to zero. If it is necessary to make any such reductions in the Class Principal Balances of the Class A-1A and Class A-1B Certificates at a time when both such Classes are outstanding, such reductions will be made on a pro rata basis in accordance with relative sizes of such Class Principal Balances. The foregoing reductions in the Class Principal Balances of the respective Classes of the Principal Balance Certificates will effectively constitute an allocation of the Realized Losses and/or Additional Trust Fund Expenses that caused the particular Mortgage Pool Deficit. Any such reduction in the Class Principal Balance of a Class of Principal Balance Certificates will result in a corresponding reduction in the Notional Amount of the Class S Certificates. "Realized Losses" are losses on or in respect of the Mortgage Loans arising from the inability of the Master Servicer and/or the Special Servicer to collect all amounts due and owing under any such Mortgage Loan, including by reason of the fraud or bankruptcy of a Borrower or, to the extent not covered by insurance, a casualty of any nature at a Mortgaged Property. The Realized Loss in respect of a liquidated Mortgage Loan (or related REO Property) is an amount generally equal to the excess, if any, of (a) the outstanding principal balance of such Mortgage Loan as of the date of liquidation, together with (i) all accrued and unpaid interest thereon to but not including the Due Date in the Collection Period in which the liquidation occurred (exclusive, however, of any such accrued and unpaid interest that constitutes Default Interest or Additional Interest) and (ii) all related unreimbursed Servicing Advances and unpaid liquidation expenses, over (b) the aggregate amount of Liquidation Proceeds, if any, recovered in connection with such liquidation. If any portion of the debt due under a Mortgage Loan is forgiven, whether in connection with a modification, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer or in connection with the bankruptcy or similar proceeding involving the related Borrower, the amount so forgiven (other than Default Interest and Additional Interest) also will be treated as a Realized Loss. An "Additional Trust Fund Expense" is, in general, an expense of the Trust that arises out of a default on a Mortgage Loan or an otherwise unanticipated event and that is not covered by a Servicing Advance or a corresponding collection from the related Borrower. Some examples of Additional Trust Fund Expenses are: o any Special Servicing Fees, Workout Fees and Liquidation Fees paid to the Special Servicer; o any interest paid to the Master Servicer, the Special Servicer and/or the Trustee in respect of unreimbursed Advances (to the extent not covered out of late payment charges and Default Interest actually collected on the related Mortgage Loans); S-132 o the cost of various opinions of counsel required or permitted to be obtained in connection with the servicing of the Mortgage Loans and the administration of the Trust Fund; o certain unanticipated, non-Mortgage Loan specific expenses of the Trust, including certain reimbursements and indemnifications to the Trustee as described under "Description of the Pooling Agreements--Certain Matters Regarding the Trustee" in the Prospectus, certain reimbursements to the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor as described under "Description of the Pooling Agreements--Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor" in the Prospectus and certain federal, state and local taxes, and certain tax-related expenses, payable out of the Trust Fund as described under "Federal Income Tax Consequences--Possible Taxes on Income From Foreclosure Property and Other Taxes" in this Prospectus Supplement and "Federal Income Tax Consequences--Taxation of Owners of REMIC Regular Certificates--Prohibited Transactions Tax and Other Taxes" in the Prospectus; and o any amounts expended on behalf of the Trust to remediate an adverse environmental condition at any Mortgaged Property securing a defaulted Mortgage Loan (see "Description of the Pooling Agreements--Realization Upon Defaulted Mortgage Loans" in the Prospectus). The Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated on such Distribution Date among the respective Classes of REMIC Regular Certificates, up to, and on a pro rata basis, in accordance with, the respective amounts of Accrued Certificate Interest for each such Class of Certificates for the related Interest Accrual Period. P&I Advances The Master Servicer will be required to make for each Distribution Date (either out of its own funds or, subject to the replacement thereof as and to the extent provided in the Pooling Agreement, funds held in the Certificate Account that are not required to be part of the Available Distribution Amount for such Distribution Date) an aggregate amount of P&I Advances generally equal to all Scheduled P&I Payments (other than Balloon Payments) and any Assumed P&I Payments, in each case net of related Master Servicing Fees, Additional Servicing Fees and/or Workout Fees, that (a) were due or deemed due, as the case may be, in respect of the Mortgage Loans during the related Collection Period and (b) were not paid by or on behalf of the respective Borrowers or otherwise collected as of the close of business on the last day of the related Collection Period. Notwithstanding the foregoing, if it is determined that an Appraisal Reduction Amount (as defined below) exists with respect to any Required Appraisal Loan (also as defined below), then the Master Servicer will reduce the interest portion (but not the principal portion) of each P&I Advance that it must make in respect of such Required Appraisal Loan during the period that such Appraisal Reduction Amount exists. The interest portion of any P&I Advance required to be made in respect of a Required Appraisal Loan as to which there exists an Appraisal Reduction Amount, will equal the product of (i) the amount of the interest portion of such P&I Advance that would otherwise be required to be made for such Distribution Date without regard to this sentence and the prior sentence, multiplied by (ii) a fraction, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan, net of such Appraisal Reduction Amount, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan. See "--Appraisal Reductions" below. If the Master Servicer fails to make a required P&I Advance and the Trustee is aware of such failure, then the Trustee will be obligated to make such Advance. See "--The Trustee" below. The Master Servicer and the Trustee will each be entitled to recover any P&I Advance made by it (out of its own funds) from Related Proceeds. Neither the Master Servicer nor the Trustee will be obligated to make any P&I Advance that, in its reasonable, good faith judgment, would not ultimately be recoverable out of Related Proceeds (any P&I Advance not so recoverable, a "Nonrecoverable P&I Advance"). If the Master Servicer or the Trustee makes any P&I Advance that it subsequently determines, in its reasonable, good faith judgment, is a Nonrecoverable P&I Advance, it may obtain reimbursement for such P&I Advance (together with interest S-133 accrued thereon as described below) out of general collections on the Mortgage Loans and any REO Properties on deposit in the Certificate Account from time to time. See "Description of the Certificates--Advances in Respect of Delinquencies" and "Description of the Pooling Agreements--Certificate Account" in the Prospectus. The Master Servicer and the Trustee will each be entitled to receive interest on P&I Advances made thereby. Such interest will accrue on the amount of each P&I Advance, and compounded monthly, for so long as such P&I Advance is outstanding at a rate per annum equal to the "prime rate" as published in the "Money Rates" section of The Wall Street Journal, as such "prime rate" may change from time to time. Interest so accrued with respect to any P&I Advance will be payable-- o first, out of Default Interest and late payment charges collected on the related Mortgage Loan, and o then, if and to the extent that (i) if such P&I Advance has been or is being reimbursed and (ii) the Default Interest and late charges collected on the related Mortgage Loan while such Servicing Advance was outstanding were insufficient to cover such Advance Interest, out of any amounts then on deposit in the Certificate Account. Any delay between a Sub-Servicer's receipt of a late collection of a Scheduled P&I Payment as to which a P&I Advance was made and the forwarding of such late collection to the Master Servicer will increase the amount of interest accrued and payable to the Master Servicer or the Trustee, as the case may be, on such P&I Advance. To the extent not offset by Default Interest and/or late payment charges accrued and actually collected, interest accrued on outstanding P&I Advances will result in a reduction in amounts payable on the Certificates. An "Assumed P&I Payment" is an amount deemed due in respect of: o each Mortgage Loan that is delinquent in respect of its Balloon Payment beyond the first Determination Date that follows its most recent maturity date and as to which no arrangements have been agreed to for collection of the delinquent amounts, including an extension of maturity; and o each Mortgage Loan as to which the related Mortgaged Property has become an REO Property. The Assumed P&I Payment deemed due on any such Mortgage Loan that is delinquent as to its Balloon Payment, for its stated maturity date and for each successive Due Date that it remains outstanding, will equal the Scheduled P&I Payment that would have been due on the Mortgage Loan on such date if the related Balloon Payment had not come due (but instead the Mortgage Loan had continued to amortize and accrue interest in accordance with its terms in effect prior to such maturity date). The Assumed P&I Payment deemed due on any such Mortgage Loan as to which the related Mortgaged Property has become an REO Property, for each Due Date that such REO Property remains part of the Trust Fund, will equal the Scheduled P&I Payment (or, in the case of a Mortgage Loan delinquent in respect of its Balloon Payment, the Assumed P&I Payment) due (or deemed due) on the last Due Date prior to the acquisition of such REO Property. Assumed P&I Payments for ARD Loans do not include Additional Interest or Accelerated Amortization Payments. Appraisal Reductions Promptly following the occurrence of any of the following events (each, an "Appraisal Trigger Event") with respect to any Mortgage Loan (upon the occurrence of any such event, a "Required Appraisal Loan"), the Special Servicer must obtain (and deliver to the Trustee and Master Servicer a copy of) an appraisal of the related Mortgaged Property from an independent appraiser meeting certain specified qualifications (any such appraisal, a "Required Appraisal"), unless such an appraisal had previously been obtained within the prior twelve months-- o Such Mortgage Loan becomes a Modified Mortgage Loan (as defined below). S-134 o The related Borrower fails to make any Scheduled P&I Payment with respect to such Mortgage Loan and the failure continues for 60 days. o A receiver is appointed and continues in such capacity in respect of the Mortgaged Property securing such Mortgage Loan. o The related Borrower becomes the subject of bankruptcy, insolvency or similar proceedings. o The Mortgaged Property securing such Mortgage Loan becomes an REO Property. As a result of any such appraisal, it may be determined that an Appraisal Reduction Amount exists with respect to the related Required Appraisal Loan. The "Appraisal Reduction Amount" for any Required Appraisal Loan will, in general, be an amount (determined as of the Determination Date immediately succeeding the later of the date on which the relevant appraisal is or was obtained and the first relevant Appraisal Trigger Event occurred) equal to the excess, if any, of "x" over "y" where-- o "x" is equal to the sum of: (i) the Stated Principal Balance of such Required Appraisal Loan; (ii) to the extent not previously advanced by or on behalf of the Master Servicer or the Trustee, all unpaid interest (less related Servicing Fees and excluding Default Interest and, in the case of an ARD Loan after its Anticipated Repayment Date, Additional Interest) accrued on the Required Appraisal Loan through the most recent Due Date prior to such Determination Date; (iii) all accrued but unpaid Servicing Fees in respect of such Required Appraisal Loan; (iv) all related unreimbursed Advances made by or on behalf of the Master Servicer, the Special Servicer or the Trustee with respect to such Required Appraisal Loan, together with interest thereon; and (v) all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents in respect of the related Mortgaged Property (net of any escrow reserves held by the Master Servicer or the Special Servicer to cover any such item); and o "y" is equal to 90% of the resulting appraised value of the related Mortgaged Property or REO Property (as such appraised value may be reduced (to not less than zero) by the amount of any obligations secured by liens on such property that are prior to the lien of the Required Appraisal Loan). Appraisal Reduction Amounts are relevant to the determination of the amount of any P&I Advance required to be made in respect of the related Required Appraisal Loan. See "--P&I Advances" above. If, however, any Required Appraisal is not obtained within 60 days of an Appraisal Trigger Event (and no comparable appraisal had been obtained during the twelve (12) month period prior to such Appraisal Trigger Event), then until such Required Appraisal is obtained the "Appraisal Reduction Amount" for the subject Required Appraisal Loan will be deemed to equal 25% of the Stated Principal Balance of such Required Appraisal Loan. After receipt of such Required Appraisal, the Appraisal Reduction Amount, if any, for such Required Appraisal Loan will be calculated as described above. S-135 For so long as any Mortgage Loan remains a Required Appraisal Loan, the Special Servicer is required, within 30 days of each annual anniversary of such Mortgage Loan's becoming a Required Appraisal Loan, to order (and deliver to the Trustee and the Master Servicer a copy of) an update of the prior appraisal. Based upon such update, the Special Servicer is to redetermine and report to the Trustee and the Master Servicer the new Appraisal Reduction Amount, if any, with respect to such Mortgage Loan. A Mortgage Loan will cease to be a Required Appraisal Loan if and when such Mortgage Loan has become a Corrected Mortgage Loan and has remained current for at least twelve consecutive Scheduled P&I Payments, and no other Servicing Transfer Event has occurred during the preceding twelve months. The cost of each Required Appraisal (and any update thereof) will be advanced by the Master Servicer and will be reimbursable thereto as a Servicing Advance. At any time that an Appraisal Reduction Amount exists with respect to any Required Appraisal Loan, the Controlling Class Representative will be entitled, at its own expense, to obtain and deliver to the Master Servicer, the Special Servicer and the Trustee an appraisal that satisfies the criteria for a Required Appraisal. In addition, at any such time that is not less than six (6) months following the initial establishment of such Appraisal Reduction Amount (and on one occasion at least six (6) months after the first occasion), the Holders of any then outstanding Class of Certificates that is subordinate to the Controlling Class will be entitled to obtain and deliver to the Master Servicer, the Special Servicer and the Trustee an appraisal that satisfies the criteria for a Required Appraisal. Upon the written request of the Controlling Class Representative or such Holders, the Special Servicer will be required to recalculate the Appraisal Reduction Amount in respect of such Required Appraisal Loan based on the appraisal delivered by such party and notify the Trustee, the Master Servicer and the Controlling Class Representative of the recalculated Appraisal Reduction Amount. A "Modified Mortgage Loan" is any Mortgage Loan as to which any Servicing Transfer Event has occurred and 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 Scheduled P&I 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 reduces the likelihood of timely payment of amounts due thereon. Reports to Certificateholders; Certain Available Information Trustee Reports. Based solely on information provided in monthly reports prepared by the Master Servicer and the Special Servicer and delivered to the Trustee, the Trustee will prepare and provide or make available electronically (or, upon request, by first class mail) on each Distribution Date to each Certificateholder a statement (the "Trustee Report") substantially in the form of, and containing the information set forth in, Exhibit B to this Prospectus Supplement, detailing the distributions on such Distribution Date and the performance, both in the aggregate and individually to the extent available, of the Mortgage Loans and Mortgaged Properties. Book-Entry Certificates. Even if you hold your Certificates in book-entry form through DTC, you may obtain direct access to Trustee Reports as if you were a Certificateholder, provided that you deliver a written certification to the Trustee confirming your beneficial ownership in the Offered Certificates. Otherwise, until such time as Definitive Certificates are issued in respect of your Certificates, the information contained in the Trustee Reports will be available to you only to the extent that it is made available through DTC and the DTC Participants or is available on the Trustee's Internet Web Site. Conveyance of notices and other communications by DTC to the DTC Participants, and by the DTC Participants to beneficial owners of the Offered Certificates, will be governed by arrangements among them, subject to S-136 any statutory or regulatory requirements as may be in effect from time to time. The Master Servicer, the Special Servicer, the Trustee, the Depositor, the REMIC Administrator and the Certificate Registrar are required to recognize as Certificateholders only those persons in whose names the Certificates are registered on the books and records of the Certificate Registrar. Information Available Electronically. The Trustee will make available each month, to any interested party, the Trustee Report (and, at its option, any additional files containing substantially similar information in an alternative format) via the Trustee's Internet Website, electronic bulletin board and fax-on-demand service. In addition, the Trustee will also make certain Mortgage Loan information as presented in the CSSA loan setup file and CSSA loan periodic update file formats available to any Holder or beneficial owner of a Certificate held in book-entry form, via the Trustee's Internet Website. The Trustee's Internet Website will initially be located at "www.ctslink.com/cmbs". "CSSA" refers to the Commercial Real Estate Secondary Market and Securitization Association. The Trustee's electronic bulletin board may be accessed by calling (301) 815-6620, and its fax-on-demand service may be accessed by calling (301) 815-6610. For assistance with regard to the above-mentioned services, investors may call (301) 815-6600. The Trustee will make no representations or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor. In addition, the Trustee may disclaim responsibility for any information made available by the Trustee for which it is not the original source. In connection with providing access to the Trustee's electronic bulletin board and Trustee's Internet Website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee shall not be liable for the dissemination of information made in accordance with the Pooling Agreement. Other Information. The Pooling Agreement will obligate the Trustee to make available at its offices, during normal business hours, upon reasonable advance written notice, for review by any Holder or beneficial owner of an Offered Certificate or any person identified to the Trustee by any such Holder or beneficial owner as a prospective transferee of an Offered Certificate or any interest therein, subject to the discussion in the following paragraph, originals or copies of, among other things, the following items: o the Pooling Agreement and any amendments thereto; o all Trustee Reports delivered to Certificateholders since the Closing Date; o all officer's certificates delivered to the Trustee by the Master Servicer and/or the Special Servicer since the Closing Date as described under "Servicing of the Mortgage Loans--Evidence as to Compliance" in this Prospectus Supplement; o all accountant's reports delivered to the Trustee in respect of the Master Servicer and/or the Special Servicer since the Closing Date as described under "Servicing of the Mortgage Loans--Evidence as to Compliance" in this Prospectus Supplement; o the most recent inspection report in respect of each Mortgaged Property prepared by the Master Servicer or the Special Servicer and delivered to the Trustee as described under "Servicing of the Mortgage Loans--Inspections; Collection of Operating Information" in this Prospectus Supplement; o the most recent appraisal, if any, with respect to each Mortgaged Property obtained by the Master Servicer or the Special Servicer and delivered to the Trustee (see "--Appraisal Reductions" above); o the most recent quarterly and annual operating statement and rent roll for each Mortgaged Property and financial statements of the related Borrower collected by the Master Servicer or the Special Servicer and S-137 delivered to the Trustee as described under "Servicing of the Mortgage Loans--Inspections; Collection of Operating Information" in this Prospectus Supplement; and o the Mortgage Files, including all documents (e.g., modifications, waivers and amendments of the Mortgage Loans) that are to be added thereto from time to time. Copies of any and all of the foregoing items will be available from the Trustee upon request. However, the Trustee will be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. In connection with providing access to or copies of the items described above, the Trustee may require: o in the case of a beneficial owner of a Certificate held in book-entry form, a written confirmation executed by the requesting person or entity, in a form reasonably acceptable to the Trustee, generally to the effect that such person or entity is a beneficial owner of Offered Certificates and will keep such information confidential; and o in the case of a prospective purchaser of Certificates or interests therein, confirmation executed by the requesting person or entity, in a form reasonably acceptable to the Trustee, generally to the effect that such person or entity is a prospective purchaser of Certificates or an interest therein, is requesting the information for use in evaluating a possible investment in such Certificates and will otherwise keep such information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to keep such information confidential. Notwithstanding the foregoing, however, no Holder, beneficial owner or prospective transferee of any Certificate or interest therein will be required to keep confidential any information that has previously been filed with the SEC, and the Trustee will not be required to obtain either of the confirmations referred to in the second preceding sentence in connection with providing any information that has previously been filed with the SEC. Voting Rights At all times during the term of the Pooling Agreement, 99% of the voting rights for the series offered by this Prospectus Supplement (the "Voting Rights") will be allocated among the respective Classes of Principal Balance Certificates in proportion to the Class Principal Balances thereof. 1% of such Voting Rights will be allocated to the Class S Certificates. Voting Rights allocated to a Class of Certificates will be allocated among such Certificates in proportion to the percentage interests in such Class evidenced thereby. Termination The obligations created by the Pooling Agreement will terminate following the earliest of (i) the final payment (or advance in respect thereof) or other liquidation of the last Mortgage Loan or related REO Property remaining in the Trust Fund, and (ii) the purchase of all of the Mortgage Loans and REO Properties remaining in the Trust Fund by the Master Servicer, the Special Servicer or any single Holder or group of Holders of Certificates representing a majority interest in the Controlling Class (in that order of preference). Written notice of termination of the Pooling Agreement will be given to each Certificateholder, and the final distribution with respect to each Certificate will be made only upon surrender and cancellation of such Certificate at the office of the Certificate Registrar or at such other location specified in such notice of termination. S-138 Any such purchase by the Master Servicer, the Special Servicer or any majority Holder or Holders of the Controlling Class of all the Mortgage Loans and REO Properties remaining in the Trust Fund is required to be made at a price (the "Termination Price") equal to (a) the sum of (i) the aggregate Purchase Price of all the Mortgage Loans then included in the Trust Fund (other than any Mortgage Loans as to which the related Mortgaged Properties have become REO Properties) and (ii) the appraised value of all REO Properties then included in the Trust Fund, as determined by an appraiser mutually agreed upon by the Master Servicer and the Trustee, minus (b) (solely in the case of a purchase by the Master Servicer or the Special Servicer) the aggregate of all amounts payable or reimbursable to the purchaser under the Pooling Agreement. Such purchase will effect early retirement of the then outstanding Certificates, but the right of the Master Servicer, the Special Servicer or any majority Holder or Holders of the Controlling Class to effect such termination is subject to the requirement that the then aggregate Stated Principal Balance of the Mortgage Pool be less than 1.0% of the Initial Pool Balance. The Termination Price (exclusive of any portion thereof payable or reimbursable to any person other than the Certificateholders) will constitute part of the Available Distribution Amount for the final Distribution Date. Any person or entity effecting such purchase will be responsible for reimbursing the parties to the Pooling Agreement (other than itself, if applicable) for all reasonable out-of-pocket costs and expenses incurred by such parties in connection with such purchase. The Trustee Norwest Bank Minnesota, National Association ("Norwest Bank") will act as Trustee pursuant to the Pooling Agreement. Norwest Bank, a direct, wholly owned subsidiary of Wells Fargo & Company, is a national banking association originally chartered in 1872 and is engaged in a wide range of activities typical of a national bank. Norwest Bank maintains an office at Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0113. Certificate transfer services are conducted at Norwest Bank's offices in Minneapolis. Norwest Bank otherwise conducts its trustee and securities administration services at its offices in Columbia, Maryland. Its address there is 11000 Broken Land Parkway, Columbia, Maryland 21044-3562. In addition, Norwest Bank maintains a trust office in New York City located at 3 New York Plaza, New York, New York 10004. Certificateholders and other interested parties should direct their inquiries to the New York City office. The telephone number is (212) 515-5240. The Trustee is at all times required to be a corporation, bank, trust company or association organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia, authorized under such laws to exercise trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of the foregoing, the combined capital and surplus of such corporation, bank, trust company or association will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Depositor, the Master Servicer, the Special Servicer and their respective affiliates may from time to time enter into normal banking and trustee relationships with the Trustee and its affiliates. The Trustee and any of its respective affiliates may hold Certificates in their own names. In addition, for purposes of meeting the legal requirements of certain local jurisdictions, the Master Servicer and the Trustee acting jointly will have the power to appoint a co-trustee or separate trustee of all or any part of the Trust Fund. All rights, powers, duties and obligations conferred or imposed upon the Trustee will be conferred or imposed upon the Trustee and such separate trustee or co-trustee jointly (or, in any jurisdiction in which the Trustee shall be incompetent or unqualified to perform certain acts, singly upon such separate trustee or co-trustee who shall exercise and perform such rights, powers, duties and obligations solely at the direction of the Trustee). The Trustee will be entitled to a monthly fee (the "Trustee Fee") for its services, which fee will accrue (on a 30/360 Basis) at 0.00120% per annum on the Stated Principal Balance outstanding from time to time of each and every Mortgage Loan. The Trustee Fee is payable out of general collections on the Mortgage Loans and any REO Properties. S-139 For so long as the same entity acts as Trustee and REMIC Administrator, such entity will be entitled, in its capacity as REMIC Administrator, to the same limitations on liability and rights to reimbursement and indemnification as it has in its capacity as Trustee. See also "Description of the Pooling Agreements--the Trustee", "--Duties of the Trustee", "--Certain Matters Regarding the Trustee" and "--Resignation and Removal of the Trustee" in the Prospectus. YIELD AND MATURITY CONSIDERATIONS Yield Considerations General. The yield on any Offered Certificate will depend on (a) the price at which such Certificate is purchased by an investor and (b) the rate, timing and amount of distributions on such Certificate. The rate, timing and amount of distributions on any Offered Certificate will in turn depend on, among other things, (i) the Pass-Through Rate for such Certificate, (ii) the rate and timing of principal payments (including principal prepayments) and other principal collections on the Mortgage Loans and the extent to which such amounts are to be applied or otherwise result in reduction of the Certificate Principal Balance or Certificate Notional Amount of such Certificate, (iii) the rate, timing and severity of Realized Losses and Additional Trust Fund Expenses and the extent to which such losses and shortfalls result in the reduction of the Certificate Principal Balance or Certificate Notional Amount of such Certificate, and (iv) the timing and severity of any Net Aggregate Prepayment Interest Shortfalls and the extent to which such shortfalls result in the reduction of the Distributable Certificate Interest payable on such Certificate. Pass-Through Rates. The Pass-Through Rate applicable to the Class S Certificates will be variable and will equal the weighted average of the Class S Strip Rates at which interest accrues on the respective Components of the related Class Notional Amount from time to time. Each such strip rate (as well as the Pass-Through Rates for the Class , Class , Class and Class Certificates) will, in turn, be calculated based on the Weighted Average Mortgage Pass- Through Rate from time to time. Accordingly, the yields on the Class , Class , Class and Class Certificates will be sensitive in varying degrees to changes in the relative composition of the Mortgage Pool as a result of scheduled amortization, voluntary prepayments and liquidations of Mortgage Loans following default. In addition, the Pass-Through Rate for the Class S Certificates will vary with changes in the relative sizes of the Class Principal Balances of the respective Classes of Principal Balance Certificates. See "Description of the Offered Certificates--Distributions--Calculation of Pass-Through Rates" 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 maturity on the Class S Certificates will be extremely sensitive to, and the yield to maturity on other Offered Certificates purchased at a discount or premium will be affected by, the rate and timing of principal payments made in reduction of the Certificate Principal Balances or Certificate Notional Amounts of such Certificates. In turn, the rate and timing of principal payments that are distributed or otherwise result in reduction of the Class Principal Balance or Class Notional Amount, as the case may be, of each Class of Offered Certificates will be directly related to the rate and timing of principal payments on or in respect of the Mortgage Loans. Finally, the rate and timing of principal payments on or in respect of the Mortgage Loans will be affected by the amortization schedules thereof, the dates on which Balloon Payments are due 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 S-140 purchases or other removals of Mortgage Loans out of the Trust Fund). Prepayments and, assuming the respective maturity dates therefor have not occurred, liquidations of the Mortgage Loans will result in distributions on the Principal Balance Certificates of amounts that would otherwise be distributed over the remaining terms of the Mortgage Loans and will tend to shorten the weighted average lives of those Certificates. Defaults on the Mortgage Loans, particularly at or near their maturity dates, may result in significant delays in payments of principal on the Mortgage Loans (and, accordingly, on the Principal Balance Certificates) while work-outs are negotiated or foreclosures are completed, and such delays will tend to lengthen the weighted average lives of those Certificates. See "Servicing of The Mortgage Loans--Modifications, Waivers, Amendment and Consent" in this Prospectus Supplement. Furthermore, the ability of a Borrower under an ARD Loan to repay its Mortgage Loan on the related Anticipated Repayment Date will generally depend on its ability to either refinance the Mortgage Loan or sell the related Mortgaged Property. In addition, such Borrower may have little incentive to repay its Mortgage Loan on the related Anticipated Repayment Date if then prevailing interest rates are relatively high. Accordingly, there can be no assurance that any ARD Loan will be paid in full as of its Anticipated Repayment Date. The extent to which the yield to maturity on any 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 or otherwise result in a reduction of the Certificate Principal Balance or Certificate Notional Amount of such Certificate. If you purchase your Offered Certificates 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 to you that is lower than your anticipated yield. If you purchase Class S Certificates or if you purchase any other Offered Certificates at a premium, you should consider the risk that a faster than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to you that is lower than your anticipated yield. In general, assuming you purchased your Certificates at a discount or a premium, the earlier a payment of principal on or in respect of the Mortgage Loans is distributed or otherwise results in reduction of the Certificate Principal Balance or Certificate Notional Amount of your Certificates, the greater will be the effect on your yield to maturity. As a result, the effect on your yield of principal payments occurring at a rate higher (or lower) than you anticipated during any particular period may not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments. If you are contemplating an investment in the Class S Certificates, you should fully consider the risk that an extremely rapid rate of principal payments on the Mortgage Loans could result in your failure to recoup fully your initial investment. Because the rate of principal payments on or in respect of the Mortgage Loans will depend on future events and a variety of factors (as described more fully below), no assurance can be given as to such rate or the rate of principal prepayments in particular. The Depositor is not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of mortgage loans comparable to the Mortgage Loans. Even if they are available and distributable on your Certificates, Prepayment Premiums and Yield Maintenance Charges may not be sufficient to offset fully any loss in yield on your Certificates attributable to the related prepayments of the Mortgage Loans. Delinquencies and Defaults on the Mortgage Loans. The rate and timing of delinquencies and defaults on the Mortgage Loans will affect the amount of distributions on your Certificates, the yield to maturity of your Certificates, the rate of principal payments on your Certificates and the weighted average life of your Certificates. Delinquencies on the Mortgage Loans, unless covered by P&I Advances, may result in shortfalls in distributions of interest and/or principal on your Certificates for the current month. Although any such shortfalls may be made up on future Distribution Dates, no interest would accrue on any such shortfalls. Thus, any such shortfalls would adversely affect the yield to maturity of your Certificates. S-141 If you calculate the anticipated yield to maturity for your Certificates based on an assumed rate of default and amount of losses on the Mortgage Loans that is lower than the default rate and amount of losses actually experienced and such additional losses result in a reduction of the aggregate distributions on or the aggregate Certificate Principal Balance or Certificate Notional Amount of your Certificates, your actual yield to maturity will be lower than you calculated and could, under certain scenarios, be negative. The timing of any loss on a liquidated Mortgage Loan that results in a reduction of the aggregate distributions on or the aggregate Certificate Principal Balance or Certificate Notional Amount of your Certificates will also affect your actual yield to maturity, even if the rate of defaults and severity of losses are consistent with your expectations. In general, the earlier your loss occurs, the greater the effect on your yield to maturity. Even if losses on the Mortgage Loans do not result in a reduction of the aggregate distributions on or the aggregate Certificate Principal Balance or Certificate Notional Amount of your Certificates, such losses may still affect the timing of distributions on (and, accordingly, the weighted average life and yield to maturity of) your Certificates. Certain Relevant Factors. The following factors, among others, will affect the rate and timing of principal payments and defaults and the severity of losses on or in respect of the Mortgage Loans: o prevailing interest rates; o the terms of the Mortgage Loans (for example, provisions requiring the payment of Prepayment Premiums and Yield Maintenance Charges, provisions requiring Lock-out Periods and amortization terms that require Balloon Payments); o the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located; o the general supply and demand for commercial and multifamily rental space of the type available at the Mortgaged Properties in the areas 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 o other opportunities for investment. See "Risk Factors--Risks Related to the Mortgage Loans", "Description of the Mortgage Pool" and "Servicing of the Mortgage Loans" in this Prospectus Supplement and "Description of the Pooling Agreements" and "Yield and Maturity Considerations--Yield and Prepayment Considerations" in the Prospectus. The rate of prepayment on the 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 the Mortgage Rate (or, in the case of an ARD Loan after its Anticipated Repayment Date, the Revised Rate) at which a Mortgage Loan accrues interest, a Borrower may have an increased incentive to refinance such Mortgage Loan. Conversely, to the extent prevailing market interest rates exceed the applicable Mortgage Rate (or, in the case of an ARD Loan after its Anticipated Repayment Date, the Revised Rate) for any Mortgage Loan, such Mortgage Loan may be less likely to prepay (other than, in the case of an ARD Loan, out of certain net cash flow from the related Mortgaged Property). Assuming prevailing market interest rates exceed the related Revised Rate, the primary incentive to prepay an ARD Loan on or before its Anticipated Repayment Date is to give the Borrower access to excess cash flow, all of which (net of the minimum required debt service, approved property expenses and any required reserves) must be applied to pay down principal of the Mortgage Loan. Accordingly, there can be no assurance that any ARD Loan will be prepaid on or before its Anticipated Repayment Date or on any other date prior to maturity. S-142 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 mortgagors 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. A number of the Borrowers are limited or general partnerships. Under certain circumstances, the bankruptcy of the general partner in a partnership may result in the dissolution of such partnership. The dissolution of a Borrower partnership, the winding-up of its affairs and the distribution of its assets could result in an acceleration of its payment obligations under the related Mortgage Loan. The Depositor makes no representation or warranty as to the particular factors that will affect the rate and timing of prepayments and defaults on the Mortgage Loans, as to the relative importance of such factors, as to the percentage of the aggregate principal balance of the Mortgage Loans that will be prepaid or as to which a default will have occurred as of any date or as to the overall rate of prepayment or default on the Mortgage Loans. CPR Model. Prepayments on mortgage loans are commonly measured relative to a prepayment standard or model. The prepayment model used in this Prospectus Supplement is the "constant prepayment rate" ("CPR") model, which represents an assumed constant rate of prepayment each month (which is quoted on a per annum basis) relative to the then outstanding principal balance of a pool of mortgage loans for the life of such mortgage loans. The CPR model does not purport to be either an historical description of the prepayment experience of any pool of mortgage loans or a prediction of the anticipated rate of prepayment of any pool of mortgage loans, including the Mortgage Pool. The Depositor does not make any representations about the appropriateness of the CPR model. Unpaid Distributable Certificate Interest. If the portion of the Available Distribution Amount distributable in respect of interest on any Class of Offered Certificates on any Distribution Date is less than the Distributable Certificate Interest then payable for such Class, 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 Lives of Certain Classes of Offered Certificates Subject to the following discussion and the Maturity Assumptions specified below, the tables set forth on Exhibit C to this Prospectus Supplement indicate the respective weighted average lives of the Class A-1A, Class A-1B, Class A-2, Class A-3, Class A-4, Class B-1 and Class B-2 Certificates, and set forth the percentages of the respective initial Class Principal Balances of such Classes of Offered Certificates that would be outstanding after the Distribution Dates in each of the calendar months shown. For purposes in this Prospectus Supplement, weighted average life refers to the average amount of time that will elapse from the date of issuance of a security until each dollar of principal of such security will be repaid to the investor (assuming no losses). For purposes of this "Yield and Maturity Considerations" section and Exhibit C to this Prospectus Supplement, the weighted average life of a Principal Balance Certificate (such as a Class A-1A, Class A-1B, Class A-2, Class A-3, Class A-4, Class B-1 or Class B-2 Certificate) is determined by (i) multiplying the amount of each principal distribution thereon by the number of years from the Assumed Settlement Date (as defined under "--The Maturity Assumptions" below) to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the reductions in the Certificate Principal Balance of such Principal Balance Certificate. The weighted average life of any Principal Balance Certificate will be influenced by, among other things, the rate at which principal of the Mortgage Loans is paid, which may be in the form of scheduled amortization, Balloon Payments, prepayments or liquidations with respect to the Mortgage Loans as described in this Prospectus Supplement. The weighted average life of any Principal Balance Certificate may also be affected to the extent that additional distributions in reduction of the Certificate Principal Balance of such Certificate occur as a result of the purchase of a Mortgage Loan from the Trust or S-143 the optional termination of the Trust as described under "Description of the Offered Certificates--Termination" in this Prospectus Supplement. Such a purchase from the Trust will have the same effect on distributions to the Certificateholders as if the related Mortgage Loan(s) had prepaid in full, except that no Prepayment Premiums or Yield Maintenance Charges are collectible in respect thereof. The actual characteristics and performance of the Mortgage Loans will differ from the Maturity Assumptions used in calculating the tables set forth on Exhibit C to this Prospectus Supplement, which are hypothetical in nature and are provided only to give a general sense of how the principal cash flows might behave under the assumed prepayment and loss scenarios. Any difference between such assumptions and the actual characteristics and performance of the Mortgage Loans, or actual prepayment or loss experience, will affect the percentages of initial Class Principal Balances outstanding over time and the weighted average lives of the respective Classes of Principal Balance Certificates. You must make your own decisions as to the appropriate prepayment, liquidation and loss assumptions to be used in deciding whether to purchase any Offered Certificate. The Maturity Assumptions The tables set forth on Exhibits C and D to this Prospectus Supplement have been prepared on the basis of the following assumptions (the "Maturity Assumptions") regarding the characteristics of the Certificates and the Mortgage Loans and the performance thereof: o as of the date of issuance of the Certificates, the Mortgage Loans have the terms identified in the table titled "Characteristics of the Mortgage Loans" in Exhibit A-1 to this Prospectus Supplement; o each ARD Loan is paid in full on its Anticipated Repayment Date, no Mortgage Loan is prepaid during its Lock-out Period, during any Prepayment Consideration Period during which a Yield Maintenance Charge is required or during any period that defeasance thereof may be required and, otherwise, each Mortgage Loan is assumed to prepay at the specified CPR; o no Mortgage Loan is repurchased or replaced as a result of a Material Breach of a representation or warranty, and none of the Master Servicer, the Special Servicer or any single Holder or group of Holders of Certificates evidencing a majority interest in the Controlling Class exercises its option to purchase the Mortgage Loans and thereby cause a termination of the Trust; o there are no delinquencies or Realized Losses on the Mortgage Loans, and there is no extension of the maturity date of any Mortgage Loan; o payments on the Certificates will be made on the 10th day of each month, commencing in July 1999; o payments on the Mortgage Loans earn no reinvestment return; o there are no additional ongoing Trust expenses payable out of the Trust Fund other than the Master Servicing Fee, the Additional Servicing Fee and the Trustee Fee, and there are no Additional Trust Fund Expenses; o the respective Classes of REMIC Regular Certificates will, in each such case, be issued with the initial Class Principal Balance or Class Notional Amount set forth in this Prospectus Supplement; o the Pass-Through Rates for the respective Classes of REMIC Regular Certificates will be as set forth or described in this Prospectus Supplement; and o the Certificates will be settled with investors on June 29, 1999 (the "Assumed Settlement Date"). S-144 Yield Sensitivity of the Class S Certificates The yield to investors on the Class S Certificates will be highly sensitive to the rate and timing of principal payments (including prepayments) on the Mortgage Loans. If you are contemplating an investment in the Class S Certificates, you should fully consider the associated risks, including the risk that an extremely rapid rate of prepayment and/or liquidation of the Mortgage Loans could result in your the failure to recoup fully your initial investment. The tables set forth on Exhibit D to this Prospectus Supplement show pre-tax corporate bond equivalent ("CBE") yields for the Class S Certificates based on the Maturity Assumptions and assuming the specified purchase prices and the indicated prepayment scenarios. Assumed purchase prices are expressed in 32nds (e.g., 4.12 means 4 12/32%) as a percentage of the initial Class Notional Amount of the Class S Certificates and are exclusive of accrued interest. The yields set forth in the tables on Exhibit D to this Prospectus Supplement were calculated by-- o determining the monthly discount rates that, when applied to the assumed stream of cash flows to be paid on the Class S Certificates, would cause the discounted present value of each assumed stream of cash flows to equal (i) the assumed aggregate purchase prices of such Class of Certificates, plus (ii) accrued interest at the initial Pass-Through Rate for such Class of Certificates from and including the Cut-off Date to but excluding the Assumed Settlement Date, and o converting such monthly rates to corporate bond equivalent rates. Such calculations do not take into account variations that may occur in the interest rates at which investors may be able to reinvest funds received by them as distributions on the Class S Certificates and consequently do not purport to reflect the return on any investment on such Class of Certificates when such reinvestment rates are considered. There can be no assurance that-- o the Mortgage Loans will prepay in accordance with the assumptions used in preparing the tables on Exhibit D to this Prospectus Supplement, o the Mortgage Loans will prepay as assumed at any of the rates shown in such tables, o the Mortgage Loans will not experience losses, o Mortgage Loans will not be liquidated during any applicable Lock-out Period or during any other period that prepayments are assumed not to occur, o the ARD Loans will be paid in full on their respective Anticipated Repayment Dates, o the cash flows on the Class S Certificates will correspond to the cash flows shown in this Prospectus Supplement, or o the aggregate purchase price of the Class S Certificates will be as assumed. It is unlikely that the Mortgage Loans will prepay as assumed at any of the specified percentages of CPR until maturity or that all of the Mortgage Loans will so prepay at the same rate. Actual yields to maturity for investors in the Class S Certificates may be materially different than those indicated on Exhibit D to this Prospectus Supplement and, under certain circumstances, could be negative. Timing of changes in rate of prepayments and S-145 other liquidations may significantly affect the actual yield to maturity to investors, even if the average rate of principal prepayments and other liquidations is consistent with the expectations of investors. You must make your own decisions as to the appropriate prepayment, liquidation and loss assumptions to be used in deciding whether to purchase any Offered Certificates. USE OF PROCEEDS Substantially all of the proceeds from the sale of the Offered Certificates will be used by the Depositor to purchase the Mortgage Loans and to pay certain expenses in connection with the issuance of the Certificates. FEDERAL INCOME TAX CONSEQUENCES General Upon the issuance of the Certificates, Sidley & Austin, counsel to the Depositor, will deliver its opinion generally to the effect that, assuming compliance with the Pooling Agreement (and subject to certain other assumptions set forth in such opinion), REMIC I, REMIC II and REMIC III will each qualify as a REMIC under the Code. The assets of REMIC I will (except as described in the next sentence) include the Mortgage Loans, any REO Properties acquired on behalf of the Certificateholders, the Certificate Account and the Interest Reserve Account, but will exclude any collections of Additional Interest on the ARD Loans. Each of certain individual Mortgage Loans may constitute the sole asset of a Loan REMIC. For federal income tax purposes, o the separate non-certificated regular interests in REMIC I will be the "regular interests" in REMIC I and will constitute the assets of REMIC II, o the Class R-I Certificates will evidence the sole class of "residual interests" in REMIC I, o the separate non-certificated regular interests in each Loan REMIC will be the "regular interests" in such Loan REMIC and will constitute assets of REMIC II, o the sole class of residual interests in each Loan REMIC will remain uncertificated, o the separate non-certificated regular interests in REMIC II will be the "regular interests" in REMIC II and will constitute the assets of REMIC III, o the Class R-II Certificates will evidence the sole class of "residual interests" in REMIC II, o the REMIC Regular Certificates will evidence the "regular interests" in, and will generally be treated as debt obligations of, REMIC III, o the Class R-III Certificates will evidence the sole class of "residual interests" in REMIC III, and o the Class D Certificates will represent beneficial interests in the portion of the Trust Fund consisting of any amounts applied as Additional Interest on the ARD Loans, and such portion will be divided into two parts, each of which will be treated as a grantor trust for federal income tax purposes. S-146 Discount and Premium; Prepayment Consideration For federal income tax reporting purposes, it is anticipated that the Class S and Class Certificates will, and the other Classes of Offered Certificates will not, be treated as having been issued with original issue discount. The prepayment assumption that will be used in determining the rate of accrual of market discount and premium, if any, for federal income tax purposes will be based on the assumption (the "Prepayment Assumption") that subsequent to the date of any determination the ARD Loans will be paid in full on their respective Anticipated Repayment Dates, no Mortgage Loan will otherwise be prepaid prior to maturity and there will be no extension of maturity for any Mortgage Loan. However, no representation is made as to the actual rate at which the Mortgage Loans will prepay, if at all. See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates" in the Prospectus. The Internal Revenue Service (the "IRS") has issued regulations (the "OID Regulations") under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. You should be aware, however, 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. It is recommended that you consult with your own tax advisor concerning the tax treatment of your Certificates. If the method for computing original issue discount described in the Prospectus results in a negative amount for any period with respect to any Holder of Certificates, a possibility of particular relevance to a Holder of Class S Certificates, the amount of original issue discount allocable to such period would be zero and such Holder would be permitted to offset such negative amount only against future original issue discount (if any) attributable to such Certificates. Although the matter is not free from doubt, a Holder of a Class S Certificate may be permitted to deduct a loss to the extent that his or her respective remaining basis in such Certificate exceeds the maximum amount of future payments to which such Holder is entitled, assuming no further prepayments of the Mortgage Loans. Any such loss might be treated as a capital loss. The OID regulations provide in general that original issue discount with respect to debt instruments issued in connection with the same or related transactions are treated as a single debt instrument for purposes of computing the accrual of original issue discount with respect to such debt instruments. This aggregation rule ordinarily is only to be applied when debt instruments are issued by a single issuer to a single holder. Although it is not clear that this aggregation rule technically applies to REMIC regular interests or other instruments subject to Section 1272(a)(6) of the Code, information reports or returns sent to Certificateholders and the IRS with respect to the Class S Certificates (which Certificates evidence the ownership of multiple regular interests) will be based on such aggregate method of computing the yield on the related regular interests. If you are contemplating the purchase of Class S Certificates, it is recommended that you consult your own tax advisor about the use of this methodology and the potential consequences of being required to report original issue discount separately with respect to each of the regular interests evidenced by the Class S Certificates. Certain Classes of the Offered Certificates may be treated for federal income tax purposes as having been issued at a premium. Whether any Holder of such a Class of 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. If you acquire an interest in any such Class of Certificates, you should consider consulting your own tax advisor regarding the possibility of making an election to amortize such premium. See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates--Premium" in the Prospectus. Prepayment Premiums and Yield Maintenance Charges actually collected on the Mortgage Loans will be distributed on the Offered Certificates as and to the extent described in this Prospectus Supplement. It is not entirely clear under the Code when the amount of a Prepayment Premium or Yield Maintenance Charge should be taxed to the Holder of a Class of Certificates entitled thereto. For federal income tax reporting purposes, Prepayment Premiums or Yield Maintenance Charges will be treated as income to the Holders of a Class of Certificates entitled thereto only after the Master Servicer's actual receipt thereof. The IRS may nevertheless seek to require that an assumed amount of Prepayment S-147 Premiums and Yield Maintenance Charges be included in distributions projected to be made on the Certificates and that taxable income be reported based on the projected constant yield to maturity of the Certificates, including such projected Prepayment Premiums and Yield Maintenance Charges prior to their actual receipt. If such projected Prepayment Premiums and Yield Maintenance Charges were not actually received, presumably the Holder of a Certificate would be allowed to claim a deduction or reduction in gross income at the time such unpaid Prepayment Premiums and Yield Maintenance Charges had been projected to be received. Moreover, it appears that Prepayment Premiums and Yield Maintenance Charges are to be treated as ordinary income rather than capital gain. The correct characterization of such income is not entirely clear, however, and you should consider consulting your own tax advisors concerning the treatment of Prepayment Premiums and Yield Maintenance Charges. Constructive Sales of Class S Certificates The Taxpayer Relief Act of 1997 added a provision to the Code that requires the recognition of gain upon the "constructive sale of an appreciated financial position". A constructive sale of a financial position occurs if a taxpayer enters into certain transactions or series of such transactions that have the effect of substantially eliminating the taxpayer's risk of loss and opportunity for gain with respect to the financial instrument. Debt instruments that (i) entitle the Holder to a specified principal amount, (ii) pay interest at a fixed or variable rate and (iii) are not convertible into the stock of the issuer or a related party, cannot be the subject of a constructive sale for this purpose. Accordingly, only Class S Certificates, which do not have Certificate Principal Balances, could be subject to this provision and only if a Holder of a Class S Certificate engages in a constructive sale transaction. Characterization of Investments in Offered Certificates Generally, except to the extent noted below, the Offered Certificates will be "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code in the same proportion that the assets of the Trust would be so treated. In addition, interest (including original issue discount, if any) on the Offered Certificates will be interest described in Section 856(c)(3)(B) of the Code to the extent that such Certificates are treated as "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code. Most of the Mortgage Loans are not secured by real estate used for residential or certain other purposes prescribed in Section 7701(a)(19)(C) of the Code, and consequently the Offered Certificates will be treated as assets qualifying under that section to only a limited extent. Accordingly, investment in the Offered Certificates may not be suitable for thrift institutions seeking to be treated as a "domestic building and loan association" under Section 7701(a)(19)(C) of the Code. The Offered Certificates will be treated as "qualified mortgages" for another REMIC under Section 860G(a)(3)(C) of the Code and "permitted assets" for a "financial asset securitization investment trust" under Section 860L(c) of the Code. To the extent that an Offered Certificate represents ownership of an interest in any Mortgage Loan that is secured in part by the related Borrower's interest in an account containing any holdback of loan proceeds, a portion of such Certificate may not represent ownership of assets described in Section 7701(a)(19)(C) of the Code and "real estate assets" under Section 856(c)(5)(B) of the Code, and the interest thereon may not constitute "interest on obligations secured by mortgages on real property" within the meaning of Section 856(c)(3)(B) of the Code. See "Description of the Mortgage Pool" in this Prospectus Supplement and "Federal Income Tax Consequences--REMICs--Characterization of Investments in REMIC Certificates" in the Prospectus. Possible Taxes on Income From Foreclosure Property and Other Taxes In general, the Special Servicer will be obligated to operate and manage any Mortgaged Property acquired as REO Property in accordance with the Servicing Standard. After the Special Servicer reviews the operation of such REO Property and consults with the REMIC Administrator to determine the Trust's federal income tax reporting position with respect to income it is anticipated that the Trust would derive from such REO Property, the Special Servicer could determine that it would not be commercially reasonable to manage and operate such REO Property in a manner that would avoid the imposition of a tax on "net income from foreclosure property" (generally, income not derived from renting or S-148 selling real property) within the meaning of the REMIC Provisions or a tax on "prohibited transactions" under Section 860F of the Code (either such tax referred to in this Prospectus Supplement as an "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%), and to the extent that income the Trust receives from an REO Property is subject to a tax on "prohibited transactions", such income would be subject to federal tax at a 100% rate. 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. Generally, income from an REO Property that is directly operated by the Special Servicer would be apportioned and classified as "service" or "non-service" income. The "service" portion of such income could be subject to federal tax either at the highest marginal corporate tax rate or at the 100% rate on "prohibited transactions", and the "non-service" portion of such income could be subject to federal tax at the highest marginal corporate tax rate or, although it appears unlikely, at the 100% rate applicable to "prohibited transactions". These considerations will be of particular relevance with respect to any Hospitality Property or any Mortgaged Property operated as a healthcare related facility that becomes an REO Property. However, unless otherwise required by expressly applicable authority, it is anticipated that the Trust will take the position that no income from foreclosure property will be subject to the 100% "prohibited transactions" tax. Any REO Tax imposed on the Trust's income from an REO Property would reduce the amount available for distribution to Certificateholders. The Special Servicer and the REMIC Administrator will each be entitled, at the expense of the Trust, to consult with attorneys and tax accountants in respect of the foregoing. To the extent permitted by then applicable laws, any Prohibited Transactions Tax (as defined in the Prospectus), Contributions Tax (also as defined in the Prospectus) or tax on "net income from foreclosure property" that may be imposed on any REMIC Pool will be borne by the REMIC Administrator, the Trustee, the Master Servicer or the Special Servicer, in any case out of its own funds, if (but only if)-- o such person has sufficient assets to do so, and o such tax arises out of a breach of such person's obligations under certain specified sections of the Pooling Agreement. Any such tax not borne by the REMIC Administrator, the Trustee, the Master Servicer or the Special Servicer will be charged against the Trust resulting in a reduction in amounts available for distribution to the Certificateholders. See "Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other Taxes" in the Prospectus. For further information regarding the federal income tax consequences of investing in the Offered Certificates, see "Federal Income Tax Consequences--REMICs" in the Prospectus. Taxation of Foreign Certificateholders For a discussion of the tax consequences of the ownership of the Offered Certificates by any person who is not a "United States Person" (as defined in the Prospectus), see "Federal Income Tax Consequences" and "--REMICs--Foreign Investors in REMIC Certificates" in the Prospectus. In addition, on October 6, 1997, the Treasury Department issued new regulations (the "New Regulations") which make certain modifications to the withholding, backup withholding and information reporting rules described under "Federal Income Tax Consequences" in the Prospectus. As promulgated, the New Regulations will generally be effective for payments made after December 31, 1999, subject to certain transition rules. However, on April 30, 1999, the IRS issued Notice 99-25 in which it announced that it intended that the effective date of the New Regulations be extended to apply to payments made after December 31, 2000 and to eliminate some of the transition rules. Prospective investors are urged to consult their own tax advisors regarding the New Regulations. Investors who are not "United States Persons" should consult their own tax advisors regarding the specific tax consequences to them of the purchase, ownership and disposition of the Offered Certificates. S-149 CERTAIN ERISA CONSIDERATIONS A fiduciary of any retirement plan or other employee benefit plan or arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (each, a "Plan") should carefully review with its legal advisors whether the purchase or holding of Offered Certificates could constitute or give rise to a transaction that is prohibited or is not otherwise permitted either under ERISA or Section 4975 of the Code or whether there exists any statutory or administrative exemption applicable thereto. Certain fiduciary and prohibited transaction issues arise only if the assets of the Trust constitute "plan assets" for purposes of Part 4 of Title I of ERISA and Section 4975 of the Code ("Plan Assets"). Whether the assets of the Trust will constitute Plan Assets at any time will depend on a number of factors, including the portion of any Class of Certificates that is held by "benefit plan investors" (as defined in U.S. Department of Labor Regulation Section 2510.3-101). The U.S. Department of Labor has issued an individual prohibited transaction exemption (a "PTE") to DLJSC (PTE 90-83) and a PTE to Goldman Sachs (PTE 89-88). Subject to the satisfaction of certain conditions set forth therein, PTE 90-83 and PTE 89-88 (referred to in this Prospectus Supplement as the "Exemptions") generally exempt from the application of the prohibited transaction provisions of Sections 406(a) and (b) and 407(a) of ERISA, and the excise taxes imposed on such prohibited transactions pursuant to Sections 4975(a) and (b) of the Code, certain transactions relating to, among other things, the servicing and operation of mortgage pools, such as the Mortgage Pool, and the purchase, sale and holding of mortgage pass-through certificates, such as the Senior Certificates, that are underwritten by one of the following parties (collectively, the "Exemption Favored Parties")-- (a) DLJSC, (b) Goldman Sachs, (c) any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with DLJSC or Goldman Sachs, and (d) any member of the underwriting syndicate or selling group of which a person described in (a), (b) or (c) is a manager or co-manager with respect to the Senior Certificates. Each Exemption sets forth six general conditions which must be satisfied for a transaction involving the purchase, sale and holding of a Senior Certificate to be eligible for exemptive relief thereunder. The conditions are as follows: o first, the acquisition of such Senior Certificate by a Plan must be on terms that are at least as favorable to the Plan as they would be in an arm's-length transaction with an unrelated party; o second, the rights and interests evidenced by such Senior Certificate must not be subordinated to the rights and interests evidenced by the other Certificates; o third, at the time of its acquisition by the Plan, such Senior Certificate must be rated in one of the three highest generic rating categories by Moody's, Fitch, Duff & Phelps Credit Rating Co. ("DCR") or Standard & Poor's Ratings Service, a Division of the McGraw-Hill Companies, Inc. ("S&P"); o fourth, the Trustee cannot be an affiliate of any other member of the "Restricted Group", which (in addition to the Trustee) consists of the Exemption-Favored Parties, the Depositor, the Master Servicer, the Special Servicer, any sub-servicers, the Mortgage Loan Sellers, each Borrower, if any, with respect to Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the S-150 Mortgage Pool as of the date of initial issuance of the Certificates and any and all affiliates of any of the aforementioned persons; o fifth, the sum of all payments made to and retained by the Exemption-Favored Parties must represent not more than reasonable compensation for underwriting the Senior Certificates; the sum of all payments made to and retained by the Depositor pursuant to the assignment of the Mortgage Loans to the Trust must represent not more than the fair market value of such obligations; and the sum of all payments made to and retained by the Master Servicer, the Special Servicer and any sub-servicer must represent not more than reasonable compensation for such person's services under the Pooling Agreement and reimbursement of such person's reasonable expenses in connection therewith; and o sixth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act. Because the Senior Certificates are not subordinated to any other Class of Certificates, the second general condition set forth above is satisfied with respect to such Certificates. It is a condition of their issuance that the Senior Certificates be rated not lower than "Aaa" by Moody's and "AAA" by Fitch. In addition, the initial Trustee is not an affiliate of any other member of the Restricted Group. Accordingly, as of the Closing Date, the third and fourth general conditions set forth above will be satisfied with respect to the Senior Certificates. A fiduciary of a Plan contemplating purchasing a Senior Certificate in the secondary market must make its own determination that, at the time of such purchase, such Certificate continues to satisfy the third and fourth general conditions set forth above. A fiduciary of a Plan contemplating purchasing a Senior Certificate, whether in the initial issuance of such Certificate or in the secondary market, must make its own determination that the first and fifth general conditions set forth above will be satisfied with respect to such Certificate as of the date of such purchase. A Plan's authorizing fiduciary will be deemed to make a representation regarding satisfaction of the sixth general condition set forth above in connection with the purchase of a Senior Certificate. Each Exemption also requires that the Trust 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 three highest generic categories of Moody's, Fitch, DCR or S&P for at least one year prior to the Plan's acquisition of a Senior Certificate; 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 Plan's acquisition of a Senior Certificate. The Depositor has confirmed to its satisfaction that such requirements have been satisfied as of the date in this Prospectus Supplement. If the general conditions of the Exemptions are satisfied, the Exemptions may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in connection with-- o the direct or indirect sale, exchange or transfer of Senior Certificates acquired by a Plan upon initial issuance from the Depositor or an Exemption-Favored Party when the Depositor, a Mortgage Loan Seller, the Trustee, the Master Servicer, the Special Servicer or any sub-servicer, provider of credit support, Exemption-Favored Party or Mortgagor is a Party in Interest (as defined in the Prospectus) with respect to the investing Plan, S-151 o the direct or indirect acquisition or disposition in the secondary market of Senior Certificates by a Plan, and o the continued holding of Senior Certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of a Senior Certificate on behalf of an Excluded Plan (as defined in the following sentence) by any person who has discretionary authority or renders investment advice with respect to the assets of such Excluded Plan. For purposes of this Prospectus Supplement, an "Excluded Plan" is a Plan sponsored by any member of the Restricted Group. Moreover, if the general conditions of the Exemptions, as well as certain other conditions set forth in the Exemptions, are satisfied, the Exemptions may also provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E) of the Code in connection with-- (1) the direct or indirect sale, exchange or transfer of Senior Certificates in the initial issuance of Senior Certificates between the Depositor or an Exemption-Favored Party and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of Plan assets in such Certificates is (a) a Borrower with respect to 5% or less of the fair market value of the Mortgage Loans or (b) an affiliate of such a person, (2) the direct or indirect acquisition or disposition in the secondary market of Senior Certificates by a Plan, and (3) the holding of Senior Certificates by a Plan. Further, if the general conditions of the Exemptions, as well as certain other conditions set forth in the Exemptions, are satisfied, the Exemptions may provide an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a) of ERISA, and the 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. Lastly, if the general conditions of the Exemptions are satisfied, the Exemptions also may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA, and the 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 Senior Certificates. Before purchasing a Senior Certificate, a fiduciary of a Plan should confirm that: o the Senior Certificates constitute "certificates" for purposes of the Exemptions, and o the general and other conditions set forth in the Exemptions and the other requirements set forth in the Exemptions would be satisfied at the time of such purchase. In addition to determining the availability of the exemptive relief provided in the Exemptions, a Plan fiduciary considering an investment in Senior Certificates should consider the availability of any other prohibited transaction class exemptions. See "ERISA Considerations" in the Prospectus. There can be no assurance that any such class exemptions will apply with respect to any particular Plan investment in Senior Certificates or, even if it were deemed to apply, that any exemption would apply to all prohibited transactions that may occur in connection with such investment. A purchaser of Senior Certificates should be aware, however, that even if the conditions specified in one or more exemptions are S-152 satisfied, the scope of relief provided by an exemption may not cover all acts which might be construed as prohibited transactions. The characteristics of the Class A-2, Class A-3, Class A-4, Class B-1 and Class B-2 Certificates do not meet the requirements of the Exemptions. Accordingly, the Certificates of those Classes may not be acquired by or on behalf of a Plan or with Plan assets, except in the case of an insurance company using funds in its general account, which may be able to rely on Section III of PTCE 95-60 (discussed below). Section III of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60") exempts from the application of the prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Code transactions in connection with the servicing, management and operation of a trust (such as the Trust) in which an insurance company general account has an interest as a result of its acquisition of certificates issued by the trust, provided that certain conditions are satisfied. If these conditions are met, insurance company general accounts would be allowed to purchase certain Classes of Certificates (such as the Class A-2, Class A-3, Class A-4, Class B-1 and Class B-2 Certificates) that do not meet the requirements of the Exemptions solely because they (a) are subordinated to other Classes of Certificates in the Trust or (b) have not received a rating at the time of the purchase in one of the three highest rating categories from Moody's, Fitch, DCR or S&P. All other conditions of the Exemptions would have to be satisfied in order for PTCE 95-60 to be available. Before purchasing Class A-2, Class A-3, Class A-4, Class B-1 or Class B-2 Certificates, an insurance company general account seeking to rely on Section III of PTCE 95-60 should confirm that all applicable conditions and other requirements have been satisfied. A governmental plan as defined in Section 3(32) of ERISA is not subject to Title I of ERISA or Section 4975 of the Code. However, such a governmental plan may be subject to a federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code ("Similar Law"). A fiduciary of a governmental plan should make its own determination as to the need for and the availability of any exemptive relief under Similar Law. Any Plan fiduciary considering whether to purchase an Offered Certificate on behalf of a Plan should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and the Code to such investment. The sale of Offered Certificates to a Plan is in no respect a representation or warranty by the Depositor or either Underwriter that this investment meets all relevant legal requirements with respect to investments by Plans generally or by any particular Plan, or that this investment is appropriate for Plans generally or for any particular Plan. LEGAL INVESTMENT The Offered Certificates will not be "mortgage related securities" for purposes of SMMEA. As a result, the appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase Offered Certificates, is subject to significant interpretive uncertainties. Neither the Depositor nor either Underwriter makes any representation as to the ability of particular investors to purchase the Offered Certificates under applicable legal investment or other restrictions. All institutions whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Offered Certificates constitute legal investments for them or are subject to investment, capital or other restrictions. All depository institutions considering an investment in the Offered Certificates should review the Federal Financial Institutions Examination Council's Supervisory Policy Statement on Investment Securities and End-User Derivatives Activities (to the extent adopted by their respective regulatory authorities), setting forth general guidelines which depository institutions must follow in managing risks applicable to all securities (including mortgage pass-through securities and mortgage-derivative products) used for investment purposes. S-153 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 and provisions which may restrict or prohibit investment in securities which are not "interest bearing" or "income paying"; and provisions which may restrict or prohibit investments in securities which are issued in book-entry form. There may be other restrictions on the ability of certain investors, including depository institutions, either to purchase Offered Certificates or to purchase Offered Certificates representing more than a specified percentage of the investor's assets. Investors should consult their own legal advisors in determining whether and to what extent the Offered Certificates constitute legal investments for such investors. See "Legal Investment" in the Prospectus. METHOD OF DISTRIBUTION Subject to the terms and conditions set forth in an Underwriting Agreement dated June , 1999 (the "Underwriting Agreement"), between the Depositor and the Underwriters, each Underwriter has agreed to purchase from the Depositor and the Depositor has agreed to sell to such Underwriter its allocable share (as specified below) of each Class of the Offered Certificates. It is expected that delivery of the Offered Certificates will be made to the Underwriters in book-entry form through the Same Day Funds Settlement System of DTC on or about June 22, 1999, against payment therefor in immediately available funds.
Underwriter Class S Class A-1A Class A-1B Class A-2 Class A-3 Class A-4 Class B-1 Class B-2 - ----------- ------- ---------- ---------- --------- --------- --------- --------- --------- Donaldson, Lufkin & Jenrette Securities Corporation 50% 50% 50% 50% 50% 50% 50% 50% Goldman, Sachs & Co. 50% 50% 50% 50% 50% 50% 50% 50% --- --- --- --- --- --- --- --- 100% 100% 100% 100% 100% 100% 100% 100% Total ............... === === === === === === === ===
The Underwriting Agreement provides that the obligation of the Underwriters to pay for and accept delivery of the 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 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 Principal Balance of the Offered Certificates, plus accrued interest on all the Offered Certificates from the Cut-off Date. The Underwriters may effect such transactions by selling the Offered Certificates to or through dealers, and such dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Underwriters. In connection with the sale of the Offered Certificates, the Underwriters may be deemed to have received compensation from the Depositor in the form of underwriting compensation. The Underwriters and any dealers that participate with the Underwriters 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. The Underwriting Agreement provides that the Depositor will indemnify each Underwriter, and that under limited circumstances, each Underwriter will indemnify the Depositor against certain civil liabilities under the Securities Act or contribute to payments required to be made in respect thereof. S-154 The Depositor has also been advised by the Underwriters that they presently intend to make a market in the Offered Certificates; however, the Underwriters have no obligation to do so, any market making may be discontinued at any time and there can be no assurance that an active public market for the Offered Certificates will develop. See "Risk Factors--Risks Related to the Certificates--Risks Associated With Liquidity and Market Value" in this Prospectus Supplement and "Risk Factors--Limited Liquidity of Offered Certificates" in the Prospectus. The Underwriters also may impose a penalty bid. This occurs when a particular broker-dealer repays to an Underwriter a portion of the underwriting discount received by it because the representatives have repurchased Offered Certificates sold by or for the account of such Underwriter in stabilizing or short covering transactions. These activities by either Underwriter may stabilize, maintain or otherwise affect the market price of the Offered Certificates. As a result, the price of the Offered Certificates may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise. DLJSC is an affiliate of the Depositor and Column, a Mortgage Loan Seller. Goldman Sachs is an affiliate of GSMC, a Mortgage Loan Seller. LEGAL MATTERS Certain legal matters relating to the Certificates will be passed upon for each of the Depositor and DLJSC as Underwriter by Sidley & Austin, New York, New York and for Goldman Sachs as Underwriter by Cadwalader, Wickersham & Taft, New York, New York. RATINGS It is a condition to the issuance of the Certificates that the respective Classes of Offered Certificates receive the following credit ratings from Moody's and Fitch: Class Moody's Fitch Class S Aaa AAA Class A-1A Aaa AAA Class A-1B Aaa AAA Class A-2 Aa2 AA Class A-3 A2 A Class A-4 A3 A- Class B-1 Baa2 BBB Class B-2 Baa3 BBB- The ratings on the Offered Certificates address the likelihood of the timely receipt by Holders thereof of all payments of interest to which they are entitled on each Distribution Date and, except in the case of the Class S Certificates, the ultimate receipt by the Holders thereof of all payments of principal to which they are entitled on or before the Rated Final Distribution Date. The ratings take into consideration the credit quality of the Mortgage Pool, structural and legal aspects associated with the Offered Certificates, and the extent to which the payment stream from the Mortgage Pool is adequate to make payments of interest and/or principal required under the Offered Certificates. S-155 The ratings on the respective Classes of Offered Certificates do not represent any assessment of-- o The tax attributes of the Offered Certificates or of the Trust. o Whether or to what extent prepayments of principal may be received on the Mortgage Loans. o The likelihood or frequency of prepayments of principal on the Mortgage Loans. o The degree to which the amount or frequency of such prepayments might differ from those originally anticipated. o Whether or to what extent the interest distributable on any Class of Certificates may be reduced in connection with Net Aggregate Prepayment Interest Shortfalls. o Whether and to what extent Prepayment Premiums, Yield Maintenance Charges, Default Interest and/or Additional Interest will be received. Also a security rating does not represent any assessment of the yield to maturity that investors may experience or the possibility that the Class S Certificateholders might not fully recover their investment in the event of rapid prepayments and/or other liquidations of the Mortgage Loans. In general, the ratings address credit risk and not prepayment risk. As described in this Prospectus Supplement, the amounts payable with respect to the Class S Certificates consist only of interest (and, to the extent described in this Prospectus Supplement, may consist of a portion of the Yield Maintenance Charges and Prepayment Premiums actually collected on the Mortgage Loans). Even if the entire pool were to prepay in the initial month, with the result that the Class S Certificateholders receive only a single month's Distributable Certificate Interest and thus suffer a nearly complete loss of their investment, all amounts "due" to such Certificateholders will nevertheless have been paid. Such result would be consistent with the respective ratings received on the Class S Certificates. The Class Notional Amount of the Class S Certificates is subject to reduction in connection with each reduction in the Class Principal Balance of a Class of Principal Balance Certificates, whether as a result of payments of principal or in connection with any Mortgage Pool Deficits. The ratings of the Class S Certificates do not address the timing or magnitude of reduction of the Class Notional Amount of such Certificates, but only the obligation to pay interest timely on such Class Notional Amount as so reduced from time to time. There can be no assurance as to whether any rating agency not requested to rate the Offered Certificates will nonetheless issue a rating to any Class thereof and, if so, what such rating would be. A rating assigned to any Class of Offered Certificates by a rating agency that has not been requested by the Depositor to do so may be lower than the rating assigned thereto by either Rating Agency. The ratings on the Offered Certificates should be evaluated independently from similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each security rating should be evaluated independently of any other security rating. See "Risk Factors--Limited Nature of Ratings" in the Prospectus. S-156 INDEX OF PRINCIPAL DEFINITIONS 30/360 Basis...............................................................S-63 30/360 Mortgage Loans......................................................S-63 Accelerated Amortization Payments..........................................S-64 Accrued Certificate Interest..............................................S-124 ACMs.......................................................................S-53 Actual/360 Basis...........................................................S-63 Actual/360 Mortgage Loans..................................................S-63 ADA........................................................................S-58 Additional Interest........................................................S-64 Additional Interest Rate...................................................S-64 Additional Servicing Fee..................................................S-104 Additional Servicing Fee Mortgage Loans...................................S-103 Additional Servicing Fee Rate.............................................S-104 Additional Trust Fund Expense.............................................S-132 Advances...................................................................S-23 Alliance Borrower..........................................................S-91 Alliance Loans.............................................................S-91 Alliance Mortgages.........................................................S-91 Alliance Properties........................................................S-91 Alliance Property Manager..................................................S-92 Annual Debt Service........................................................S-73 Anticipated Repayment Date.................................................S-35 Appraisal Reduction Amount................................................S-135 Appraisal Trigger Event...................................................S-134 Appraisals.................................................................S-80 Appraised Value............................................................S-73 Approved Investors.........................................................S-87 Archon Financial............................................................S-9 ARD........................................................................S-35 ARD Loan...................................................................S-64 ARD Loans..................................................................S-35 Asset Status Report.......................................................S-111 Assumed Final Distribution Date............................................S-10 Assumed P&I Payment.......................................................S-134 Assumed Settlement Date...................................................S-144 Available Distribution Amount.............................................S-123 Balloon Loan...............................................................S-63 Balloon Payment............................................................S-35 Banc One..................................................................S-103 Base Estimated Annual Revenues.............................................S-70 Borrower...................................................................S-23 CBE.......................................................................S-145 Cedel......................................................................S-13 Central Accounts...........................................................S-84 Central Park................................................................S-9 CERCLA.....................................................................S-53 Certificate Factor........................................................S-118 Certificate Notional Amount...............................................S-117 Certificate Principal Balance.............................................S-117 Certificateholders..........................................................S-7 Certificates................................................................S-7 Class.......................................................................S-7 Class D Certificates......................................................S-118 Class Notional Amount.....................................................S-117 Class Principal Balance...................................................S-117 Class S Strip Rate........................................................S-125 Closing Date................................................................S-9 Code.......................................................................S-14 Collection Period..........................................................S-10 Column......................................................................S-8 Column Mortgage Loans.......................................................S-8 Commercial Properties......................................................S-70 Compensating Interest Payment.............................................S-105 Component.................................................................S-117 Contractual Recurring LC&TI Reserve........................................S-84 Contractual Recurring Replacement Reserve..................................S-84 Controlling Class.........................................................S-111 Controlling Class Representative..........................................S-110 Corrected Mortgage Loan...................................................S-102 Cost Approach..............................................................S-81 CPR.......................................................................S-143 CSSA......................................................................S-137 Custodian..................................................................S-97 Cut-off Date................................................................S-9 Cut-off Date Balance.......................................................S-59 Cut-off Date Loan-to-Value Ratio...........................................S-74 Cut-off Date LTV Ratio.....................................................S-74 DCR.......................................................................S-150 Default Interest..........................................................S-104 Defeasance Collateral......................................................S-68 Defeasance Loan............................................................S-68 Defeasance Loans...........................................................S-36 Definitive Certificate....................................................S-118 Depositaries..............................................................S-119 Determination Date.........................................................S-10 Discount Rate.............................................................S-131 Distributable Certificate Interest........................................S-124 Distribution Date...........................................................S-9 DLJSC.......................................................................S-1 DTC........................................................................S-13 Due Date...................................................................S-35 Engineering Reserves.......................................................S-84 ERISA.....................................................................S-150 Estimated Annual Operating Expenses........................................S-71 Estimated Annual Revenues..................................................S-70 Euroclear..................................................................S-13 Excess Defeasance Payment..................................................S-56 S-157 Excluded Plan.............................................................S-152 Exemption Favored Parties.................................................S-150 Exemptions................................................................S-150 Expense Modifications......................................................S-72 Expenses...................................................................S-76 FF&E.......................................................................S-72 Fifteen Southeast Realty Borrower..........................................S-87 Fifteen Southeast Realty Loans.............................................S-87 Fifteen Southeast Realty Mortgages.........................................S-87 Fifteen Southeast Realty Properties........................................S-87 Fifteen Southeast Realty Property Manager..................................S-88 FIRREA.....................................................................S-81 Fitch.......................................................................S-2 FMAC........................................................................S-9 Form 8-K....................................................................S-7 Fully Amortizing Loan......................................................S-65 Fully Amortizing Loans.....................................................S-35 GAAP.......................................................................S-73 GECA........................................................................S-8 GECA Mortgage Loans.........................................................S-8 GECC..................................................................S-8, S-95 GECLS.....................................................................S-103 Goldman Sachs...............................................................S-1 Grantor Trusts.............................................................S-14 GSMC........................................................................S-8 GSMC Mortgage Loans.........................................................S-8 HAP Contract...............................................................S-46 Hard Lockbox Account.......................................................S-83 HDI........................................................................S-94 Herald Center Borrower.....................................................S-89 Herald Center Loan.........................................................S-89 Herald Center Mortgage.....................................................S-89 Herald Center Property.....................................................S-89 Herald Center Property Manager.............................................S-90 Hidden Oaks Mortgage Loan..................................................S-93 Hidden Oaks Property.......................................................S-93 Historical Annual Operating Expenses.......................................S-71 Holders.....................................................................S-7 Hospitality Properties.....................................................S-70 HUD........................................................................S-46 Income Approach............................................................S-81 Indirect Participants.....................................................S-119 Interest Accrual Period....................................................S-10 Interest Reserve Account..................................................S-124 Interest Reserve Amount...................................................S-124 IRS.......................................................................S-147 LC & TI....................................................................S-75 Leasable Square Footage....................................................S-74 Liquidation Fee...........................................................S-106 Liquidation Fee Rate......................................................S-106 Loan Group Cut-off Date Balances...........................................S-29 Loan REMIC.................................................................S-14 Lock-out Period............................................................S-65 Lockbox Account............................................................S-64 LUSTs......................................................................S-54 Major Tenant...............................................................S-74 Manufactured Housing Properties............................................S-70 Master Servicer.............................................................S-7 Master Servicing Fee......................................................S-103 Master Servicing Fee Rate.................................................S-103 Material Breach............................................................S-98 Maturity Assumptions......................................................S-144 Maturity/ARD Balance.......................................................S-76 Maturity/ARD Loan-to-Value Ratio...........................................S-76 Maturity/ARD LTV...........................................................S-76 Modified Mortgage Loan....................................................S-136 Moody's.....................................................................S-2 Mortgage...................................................................S-60 Mortgage File..............................................................S-97 Mortgage Loan Sellers.......................................................S-8 Mortgage Loans..............................................................S-7 Mortgage Note..............................................................S-60 Mortgage Pass-Through Rate................................................S-122 Mortgage Pool...............................................................S-7 Mortgage Pool Deficit......................................................S-22 Mortgage Rate..............................................................S-34 Mortgaged Property.........................................................S-23 Most Recent DSCR...........................................................S-75 Most Recent Expenses.......................................................S-75 Most Recent NOI............................................................S-75 Most Recent Operating Statement Date.......................................S-75 Most Recent Revenues.......................................................S-75 Multifamily Rental Properties..............................................S-46 Net Aggregate Prepayment Interest Shortfall...............................S-105 New Regulations...........................................................S-149 NOI........................................................................S-75 Non-REMIC Assets...........................................................S-14 Nonrecoverable P&I Advance................................................S-133 Nonrecoverable Servicing Advance..........................................S-107 Norwest Bank..............................................................S-139 O&M Plan...................................................................S-78 Oakwood Plaza Borrower.....................................................S-85 Oakwood Plaza Loan.........................................................S-85 Oakwood Plaza Mortgage.....................................................S-85 Occupancy Rate at U/W......................................................S-74 Occupancy Rate at Underwriting.............................................S-74 Offered Certificates.......................................................S-11 Office Properties..........................................................S-47 OID Regulations...........................................................S-147 Open Period................................................................S-65 Originators.................................................................S-9 P&I Advance................................................................S-22 Participants..............................................................S-118 S-158 Pass-Through Rate..........................................................S-11 Performing Mortgage Loans.................................................S-101 Permitted Investments.....................................................S-104 Plan......................................................................S-150 Plan Assets...............................................................S-150 Pooling Agreement...........................................................S-7 Portfolio Loan.............................................................S-23 Prepayment Assumption.....................................................S-147 Prepayment Consideration...................................................S-55 Prepayment Consideration Period............................................S-66 Prepayment Interest Excess................................................S-104 Prepayment Interest Shortfall.............................................S-105 Prepayment Premium.........................................................S-55 Principal Balance Certificates.............................................S-21 Principal Distribution Amount.............................................S-125 Private Certificates.......................................................S-11 Prospectus..................................................................S-2 Prospectus Supplement.......................................................S-2 PTCE.......................................................................S-40 PTCE 95-60................................................................S-153 PTE.......................................................................S-150 Purchase Price.............................................................S-98 Rated Final Distribution Date..............................................S-10 Rating Agencies.............................................................S-2 Realized Losses...........................................................S-132 Record Date.................................................................S-9 REIT.......................................................................S-39 Related Proceeds..........................................................S-107 REMIC......................................................................S-14 REMIC Administrator.........................................................S-8 REMIC I....................................................................S-14 REMIC II...................................................................S-14 REMIC III..................................................................S-14 REMIC Pool.................................................................S-14 REMIC Regular Certificates................................................S-118 REMIC Residual Certificates...............................................S-118 REO Property..............................................................S-101 REO Tax...................................................................S-149 Replacement Mortgage Loan..................................................S-99 Required Appraisal........................................................S-134 Required Appraisal Loan...................................................S-134 Responsible Officer.......................................................S-110 Restricted Group..........................................................S-150 Retail Properties..........................................................S-44 Revenue Modifications......................................................S-71 Revenues...................................................................S-75 Revised Rate...............................................................S-64 Rooms......................................................................S-74 Rules.....................................................................S-120 S.F........................................................................S-74 S&P.......................................................................S-150 Sales Comparison Approach..................................................S-81 Scheduled P&I Payments.....................................................S-35 SEC.........................................................................S-3 Section 8..................................................................S-46 Securities Act..............................................................S-3 Senior Certificates.......................................................S-126 Servicing Advance..........................................................S-22 Servicing Fees............................................................S-105 Servicing Standard........................................................S-100 Servicing Transfer Event..................................................S-102 Similar Law...............................................................S-153 Single-Tenant Mortgage Loan................................................S-42 Single-Tenant Mortgaged Property...........................................S-42 Soft Lockbox Account.......................................................S-83 Special Servicer............................................................S-8 Special Servicing Fee.....................................................S-105 Specially Serviced Assets.................................................S-101 Specially Serviced Mortgage Loan..........................................S-101 Sq. Ft.....................................................................S-74 Standstill Agreement.......................................................S-51 Stated Principal Balance..................................................S-122 Stone Fort Borrower........................................................S-93 Stone Fort Loans...........................................................S-93 Stone Fort Mortgages.......................................................S-93 Stone Fort Property Manager................................................S-94 Subordinate Available Distribution Amount.................................S-126 Subordinate Certificates..................................................S-126 Subordination Agreement....................................................S-51 Substitution Shortfall Amount..............................................S-99 Swerdlow Operating Partnership.............................................S-85 Swerdlow REIT..............................................................S-85 Tax and Insurance Escrows..................................................S-84 Termination Price.........................................................S-139 Treasury Rate.............................................................S-131 Trust.......................................................................S-7 Trust Fund..................................................................S-7 Trustee.....................................................................S-8 Trustee Fee...............................................................S-139 Trustee Report............................................................S-136 U/W DSCR...................................................................S-74 U/W Leasing Commissions and Tenant Improvements............................S-72 U/W NCF....................................................................S-70 U/W NOI....................................................................S-73 U/W Recurring Replacement Reserves.........................................S-72 Underwriters................................................................S-1 Underwriting Agreement....................................................S-154 Underwritten Debt Service Coverage Ratio..................................S-74 Underwritten DSCR..........................................................S-74 Underwritten NCF...........................................................S-70 Underwritten Net Cash Flow.................................................S-70 Underwritten Net Operating Income..........................................S-73 S-159 Underwritten NOI...........................................................S-73 Union Capital...............................................................S-9 Units......................................................................S-74 USAP......................................................................S-115 Voting Rights.............................................................S-138 WAC.........................................................................S-2 WAC Cap.....................................................................S-2 Warranting Party...........................................................S-97 Weighted Average Mortgage Pass-Through Rate...............................S-125 Workout Fee...............................................................S-106 Workout Fee Rate..........................................................S-106 Year Built.................................................................S-75 Year Renovated.............................................................S-75 Yield Maintenance Charge...................................................S-55 Yield Rate.................................................................S-68 S-160 EXHIBIT A-1 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES See this Exhibit for tables titled: Managers and Locations of the Mortgaged Properties Descriptions of the Mortgaged Properties Characteristics of the Mortgage Loans Engineering Reserves and Recurring Replacement Reserves Major Tenants of the Commercial Mortgaged Properties Additional Mortgage Loan Information Multifamily Schedule A-1-1 [THIS PAGE INTENTIONALLY LEFT BLANK.] MANAGERS AND LOCATIONS OF THE MORTGAGED PROPERTIES
# Property Name Manager - - ------------- ------- 1 Oakwood Plaza SREG Operating Limited Partnership 2 Arbor Lake Club Apartments (1A) Westdale Asset Management Ltd. 3 The Parkview Apartments Fl (1A) Westdale Asset Management Ltd. 4 Heron's Cove Apartments (1A) Westdale Asset Management Ltd. 5 Horizons North Apartments (1A) Westdale Asset Management Ltd. 6 Herald Center J.E.M.B. Realty Corp. 7 Sterling Point Apartments (1B) Alliance Residential Management, Llc 8 Sandridge Apartments (1B) Alliance Residential Management, Llc 9 Woodscape Apartments (1B) Alliance Residential Management, Llc 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Stone Fort Land Co. 11 Stone Fort Land - The Krystal Office Building (1C) Stone Fort Land Co. 12 Stone Fort Land - Riverside Center (1C) Stone Fort Land Co. 13 Stone Fort Land - Harrison Direct Warehouse (1C) Stone Fort Land Co. 14 Stone Fort Land - Tennessee American Water Company office Building (1C) Stone Fort Land Co. 15 Center At The Plant Selleck Development Group, Inc. 16 The Boardwalk Maxim Property Management 17 Cherry Creek Retirement Village (1D) American Lifestyles, Inc. 18 Remington Heights Retirement Community (1D) American Lifestyles, Inc. 19 Charles River Center S.R. Weiner & Associates, Inc. 20 Fox Run Shopping Center Owner Managed 21 Two University Plaza (1E) Jayden Management Corp. 22 800 - 900 Lanidex Plaza (1E) Jayden Management Corp. 23 140 Littleton Road (1E) Jayden Management Corp. 24 Embarcadero Corporate Center Matteson Realty Services, Inc. 25 Best Buy Plaza Shopping Center CV Management, LLC 26 Highland Falls Apartments Miles Properties, Inc. 27 Rancho Ocaso Juliet Property Company 28 The Court at Deptford II Goldenberg Management, Inc. 29 Sage Crossing Apartments EPT Management Company 30 Crossroads at Buckland Hills Trammell Crow NE, Inc. 31 Deerbrook Crossing Shopping Center Greystar Management Services 32 Sundance Village Apartments Poinciana Associates, Inc. 33 Lake Mead Pavilion Shopping Center Great American Homes 34 Ontario Plaza Madison Management, LLC 35 Cole Spring Plaza Realty Management Services, Inc. 36 Penney's Plaza ACF Property Management, Inc. 37 Pines of Westbury The Pines Management Group 38 Bell Run Plaza Highland Management Corporation 39 River Haven Mobile Home Park (1F) Landco Realty, Inc. 40 Knollwood Estates Mobile Home Park (1F) Landco Realty, Inc. 41 Colesville Towers Realty Management Services, Inc. 42 North Pointe Apartments Intersouth Properties, Inc. 43 Tower Plaza Retail Center First Management, Inc. 44 Mountain View Mobile Home Park Pam Bordeau 45 The Mosby Building & Apartments JBG Properties, Inc. 46 211 South Gulph Road Equivest Development III, Inc. 47 Pinewood Apartments Con Am Management Corporation 48 U - Haul - Rusfield (1G) U - Haul Co. of Massachussets, Inc. 49 U - Haul - San Clemente (1G) U - Haul Co. of California, Inc. 50 U - Haul - East Colonial (1G) U - Haul Co. of Florida, Inc. 51 U - Haul - MacArthur Park (1G) U - Haul Co. of Oklahoma, Inc. 52 Park Knolls Apartments Stonesfair Management, LLC 53 Diamond Bar Towne Center Barco Real Estate Management 54 U - Haul - Dublin (1H) U - Haul Co. of California, Inc. 55 U - Haul - Northridge (1H) U - Haul Co. of California, Inc. 56 U - Haul - Orange Park (1H) U - Haul Co. of Florida, Inc. 57 U - Haul - Tulsa (1H) U - Haul Co. of Oklahoma, Inc. 58 Cherry Knolls Shopping Center ACF Property Management, Inc. 59 333 Sam Houston Office Building Harvard Property Trust 60 The Shadowbrook Apartments Con Am Management Corporation 61 Delta Fair Shopping Center Charles Dunn Real Estate Services, Inc. 62 Willow Springs Shopping Center (1I) Palmos Development Corporation 63 Villa Shopping Center (1I) Palmos Development Corporation 64 Crystal Gardens Shopping Center (1I) Palmos Development Corporation 65 Hazelcrest Place Wingate Management Corporation 66 BJ's Plaza Shopping Center Rosen Associates Management Corp. 67 Holiday Inn Express - City Center Owner Managed 68 U - Haul - Margate (1J) U - Haul Co. of Florida, Inc. 69 U - Haul - Copperfield (1J) U - Haul Co. of Texas, Inc. 70 U - Haul - Hampton (1J) U - Haul Co. of Virginia, Inc. 71 U - Haul - Lodi (1J) U - Haul Co. of California, Inc. 72 Fashion Outlet Center Sam Greenwood Management LLC 73 Tivoli Apartments Emmer Management Corporation 74 Tetra - Chase Texas Bank Center Griffin/Juban Properties, Inc. 75 1384 - 1450 Park Avenue (1K) ALM Supermarkets, LLC 76 Rojacks Supermarket/CVS Pharmacy (1k) Alm Supermarkets, Llc 77 Trucchi's Supermarket (1k) Alm Supermarkets, Llc 78 Campus Hills Shopping Center Rosen Associates Management Corp. 79 Carrollton Place Apartments Alcanzar, Ltd. 80 Welshwood Apartments Sigma Management Co. 81 Summit Square Shopping Center Davis Asset Management, Inc. 82 Park Ridge Apartments Barry S. Nussbaum, Inc. 83 294 - 306A Harvard Street Fineberg Management, Inc. 84 929 Pearl Street (1L) Rts Properties, Llc 85 2005 Tenth Street (1L) Rts Properties, Llc 86 Industrial Warehouse ZKS Real Estate Partners, LLC 87 Mesa Dunes Mobile Home Park Follett Investment Properties, Inc. 88 Pleasant Hill Executive Park Wooldridge Construction Company, Inc. 89 Best Western - Stratford Inn Pacifica Hosts, Inc. 90 Silverside - Carr Corporate Center Ferm Management Company, Inc. 91 Country Corners Apartments Matthews Click & Associates, Inc. 92 Bell Palm Plaza Watt Management Company 93 Pleasant Run Apartments Suncase Corporation 94 Chalet Apartments & Commercial Plaza Steven Scott Management, Inc. 95 West Ashley Shoppes Shopping Center Southern Real Estate Mgmt. 96 Hampton Inn - Anchorage Stonebridge Hospitality Services, Inc. 97 Pacific Isle Apartments Intervest Resources, Inc. 98 Sunset Crest Apartments Intervest Resources, Inc. 99 Skyline Apartments Barry S. Nussbaum, Inc. 100 Hampton Inn & Suites Annapolis High Hotels, Ltd. 101 Carlisle Commerce Center Willner Realty and Development Company 102 Glendale Medical Arts Center Owner Managed 103 Batavia Wood Medical Center CPG Holdings, Inc. 104 Village Green Plaza Shopping Center Milestone Properties, Inc. 105 South Bank Riverwalk Retail Hixon Properties Incorporated 106 Pickwick Apartments Demco Management, Inc. 107 The Villas Of Buena Vista Apartments (1M) Don Knobler & Company 108 The Parkview Apartments TX (1M) Don Knobler & Company 109 Madras Apartments (1M) Don Knobler & Company 110 Alexandria Apartments TX (1M) Don Knobler & Company 111 Sandia Park (1M) Don Knobler & Company 112 4300 Travis Apartments (1M) Don Knobler & Company 113 Vista Quarters Condos (1M) Don Knobler & Company 114 3131 Armstrong Condominiums (1M) Don Knobler & Company 115 The Essex (1M) Don Knobler & Company 116 4431 Travis Street Apartments (1M) Don Knobler & Company 117 4432 Buena Vista Apartments (1M) Don Knobler & Company 118 The Annex Apartments (1M) Don Knobler & Company 119 4319 Buena Vista Apartments (1M) Don Knobler & Company 120 The Chase Apartments (1M) Don Knobler & Company 121 Avalon Apartments (1M) Don Knobler & Company 122 Point Breeze Apartments First Management Services, Inc. 123 Hidden Oaks Apartments Alliance Residential Management, LLC 124 El Monte Shopping Center Owner Managed 125 Casa Real Apartments Owner Managed 126 The Plaza Apartments PMG Real Estate Management & Consulting 127 Washington Square Shopping Center The Forum Management Group, Inc. 128 Beechnut Village Shopping Center Greystar Management Services 129 Anaheim Mobile Estates California Mobile Home Park Management Company 130 Westridge Marketplace Pulliam Properties, LLC 131 McGehee Park Apartments Aronov Realty Management, Inc. 132 Cypress Center Bixby Land Company 133 Best Western - Miramar Pinnacle Hosts, Inc. 134 Garden City Tower Wingate Management Corporation 135 Tradewinds Apartments McGrath Management, Inc. 136 Highland Country Estates Martin Newby Management Corporation 137 The Highlands Apartments First Management Services, Inc. 138 8800 Roswell Road Office Park TI Asset Management, Inc. 139 Turf Mobile Manor Follett Investment Properties, Inc. 140 Oakwood Village Apartments BH Management Services, Inc. 141 La Salle Crossing Apartments Pro Management, Inc. 142 Wynnewood Greens Apartments Realty Resource Capital Corp. 143 Comfort Inn Augusta Fine Hotels Corp. 144 220 Jackson Street BanCal Property Management 145 Weis Plaza Montgomery CV Realty Group 146 75 Canton Office Park TI Asset Management, Inc. 147 Capital Heights Shopping Center (2) Infinity Property Management Corp. 148 Emerald Center PacificWest Asset Management Corporation 149 NationsBank Office Building Wynco Realty Partners, Inc. 150 Pecos Trail Office Compound, Phase III The Office Court Companies, Inc. of Santa Fe 151 HealthSouth Medical Plaza Miller Valentine Property Management, Inc. 152 Hampton Inn - Louisville Stonebridge Hospitality Services, Inc. 153 Holiday Inn - Augusta Fine Hotels Corp. 154 Nassau Bay Village Apartments Tarantino Properties, Inc. 155 West Knoll Apartments Mary M. Dudek 156 Best Western San Mateo Los Prados Inn Owner Managed 157 Parkway Shopping Center Owner Managed 158 1600 Congress Street/343 Forest Avenue Commercial Properties, Inc. 159 Scenic View Apartments PMG Real Estate Management & Consulting 160 Mustang Crossing Apartments Wolverine Management, Inc. 161 Meadow Crossing Apartments Landmark Redevelopment, Inc. 162 Owens Corning Manufacturing Warehouse Weston Properties, LC 163 Daley Square Meissner Jacquet Investment Management Services 164 Old Florida Plaza Mayer Realty, Inc. 165 Arrowhead Creekside Center Devman Company, LC 166 Holiday Inn - Clovis Summit Hotel Management Co., Inc. 167 3005 Peachtree Road Cartel Realty, Inc. 168 Hampton Inn - Columbus East Kantu R. Patel 169 Newport Towers Owner Managed 170 Mont Michel Apartments Gold Crest Property Management, Inc. 171 Soniat House Hotel The Soniat House Incorporated 172 Fairview Market Regency Realty Group, Inc. 173 Montclaire Apartments Sterling Investments, Inc. 174 Embassy Building Polinger Shannon & Luchs Company 175 Park Terrace Apartments Intervest Resources, Inc. 176 Westheimer Plaza Shopping Center REOC Property Services, LLC 177 129 - 133 West 29th Street HKSK Corp. 178 Woodspear/Vista Flores Apartments Woodspear Properties 179 Clarendon CVS TCS Realty Associates, Inc. 180 A Storage Place Phases I & II Hugh Anderson Realty, Inc. 181 135 Raritan Center Parkway SAI Management, Inc. 182 The Treasury Center Shafer Property Company, Inc. 183 Crescent View Apartments Barge Properties Management Company, Ltd. 184 Comfort Suites Intercontinental Plaza Raman S. Patel, Savita R. Patel, and Hiren R. Patel 185 Cottonwood Medical & Dental Center Ravenwood Properties, Inc. 186 Blue Bell Shopping Center Rosen Associates Management Corp. 187 Sun Plaza Dunton Realty Company 188 Kirkland Business Center Trammell Crow Seattle, Inc. 189 Colima Plaza The Center Group 190 Kmart Columbus Owner Managed 191 Briarwood Mobile Home Park Lakeshore Management, Inc. 192 Ohio Valley Nursing Home Owner Managed 193 Forest Edge Apartments Bayley Management, Inc. 194 Sonora Crossroads Albert D. Minoofar 195 Crystal Springs Apartments Owner Managed 196 Chateau Park Apartments Oakgrove Realty Services, Inc. 197 Scottsdale Air Park Owner Managed 198 Preston Royal Office Park Price Edwards Hendersen and Company 199 Regent Place Office Building International Equities Management 200 Dale Terrace Apartments Owner Managed 201 Woodside Apartments Pro Management, Inc. 202 Virginia Dare Office Building Coreland Carlson 203 Rustic Ridge Apartments Charter Properties 204 Heritage Square Retail Center Albert D. Minoofar 205 Kessel Food Market Flushing (1N) Owner Managed 206 Kessel Food Market Grand Blanc (1N) Owner Managed 207 178 - 188 Middle Street Owner Managed 208 350 Raritan Center Parkway SAI Management, Inc. 209 El San Juan Mobile Home Park Follett Investment Properties, Inc. 210 Meadowood Apartments Intervest Resources, Inc. 211 Country Club Corner Retail Center Westar Real Property Services, Inc. 212 Vagabond Apartments Joe E. Gossib Realty Co. 213 Esprit Office Building Kucera Management, Inc. 214 Mission Plaza Prudential Hunter Property Management 215 Broussard Village Shopping Center Huntington Properties, Inc. 216 Another Attic Self Storage Another Attic Ltd. 217 Raintree Apartments Charter Properties 218 Jeffco Plaza Owner Managed 219 Ramada Inn Chatsworth Brighton Management, LLC 220 Preston Plaza Shafer Property Company, Inc. 221 U.S. Storage Centers Westport Properties 222 Comfort Inn - San Jose Owner Managed 223 A-1 Mini Storage Intervest Resources, Inc. 224 Sandpiper Apartments Rodberg Property Management, Inc. 225 Plantation Xtra Storage Mini Warehouse Management, Inc. 226 Perimeter Plaza Shopping Center Founders Real Estate Investment Trust 227 Red Oak Apartments (1O) Owner Managed 228 Diplomat Apartments (1O) Owner Managed 229 Waterston Apartments (1O) Owner Managed 230 Montage Apartments (1O) Owner Managed 231 Melroy Apartments (1O) Owner Managed 232 Envoy Apartments (1O) Owner Managed 233 Sixth & Gass Office Building Gala Gorman, CPA CFP 234 Rancho Los Amigos Town West Realty II, Inc. 235 Savemart Shopping Center Gallagher & Miersh, Inc. 236 Glenwood Apartments Owner Managed 237 Georgian Court/Woodside Apartments Owner Managed 238 Everhart Place Apartments DBH Management, Inc. 239 West 34th Self Storage Another Attic Ltd. 240 Regency Apartments Owner Managed 241 Corona Industrial Center Martin Associates Brokerage of Corona 242 North American/Lazy "R" Manufactured Housing Communities Lakeshore Management, Inc. 243 Harmony Mobile Home Park Owner Managed 244 Dunshire Gardens Apartments (1P) Holabird Management Company 245 Alpine Gardens Apartments (1P) Holabird Management Company 246 Delvale Apartments (1P) Holabird Management Company 247 The Northwest Medical Plaza Shopping Center Owner Managed 248 Kingsley Business Center Americo Real Estate, Ltd. 249 OfficeMax Schur Management Company, Ltd. 250 Rutherford Place Kemp Management, Inc. 251 The Woods II Office Buildings Kucera Management, Inc. 252 Greenville Avenue B & G Scott Cain 253 Boulder Ridge Apartments Precision Property Management, Inc. 254 Spring Gardens Apartments Owner Managed 255 The Admiral Apartments & The Drake Apartments Jean K. Shumaker 256 Heritage Apartments Joe E. Gossib Realty Co. 257 Montgomery Village Executive Plaza Phase I Realty Management Company 258 Orchard Lake Mini Storage Princeton Enterprises, L.L.C. 259 Parker Road Retail BPI Realty Services 260 Smith Shopping Center Owner Managed 261 Rivermont Park Wilson/Kibler, Inc. & AAC Management, Inc. 262 SecurCare of Colorado Springs SecurCare Self Storage, Inc. 263 Free Street Office Building Fore River Company 264 Maple Valley Plaza Owner Managed 265 Crestview Apartments Harvest Properties, LLC 266 Cedar Lakes Apartments Weigand - Omega Management, Inc. 267 Rose Garden Apartments Joe E. Gossib Realty Co. 268 Kmart Charleston Owner Managed 269 Edelweiss Apartments Full Life, Inc. 270 The Wachler Building Owner Managed 271 CTC II Building O'Connor Development, LLC 272 Autumn Ridge Apartments Wolverine Management, Inc. 273 Diversey & Sheffield Plaza M & J Wilkow Management Corporation 274 The Pinger Building Harkavy Management Services, Inc. 275 Elden Professional Building Nazu Tex International America, Ltd. 276 Orangetree Apartments Owner Managed 277 Silver Cliff Apartments Model Management, Inc. 278 Granada Plaza EquiFirst Realty Services, Inc. 279 Summitwood Village Apartments Carabetta Management Co. 280 2221 Lee Road Office Building Fulcrum Properties, Inc. 281 All American Mini Storage CSM Corporation 282 201 Commonwealth Court Owner Managed 283 Olde Oaks Apartments JMG Realty, Inc. 284 Bouganvillas Apartments Diversified Managed Investments, Inc. 285 Martin Mobile Home Park Owner Managed 286 Ellendale Place Apartments Owner Managed 287 Kessel Food Market - Saginaw Owner Managed 288 Talbot Center Owner Managed 289 Circle K Mobile Home Park Follett Investment Properties, Inc. 290 Strawberry Hill Apartments Owner Managed 291 McGeordan Apartments Shaner Development Corp. 292 Camel Toe Plaza Shopping Center Real Estate Systems, Inc. 293 Washington Park Offices Shelter West, Inc. 294 Denway Circle Apartments Princeton Management Company 295 Oxford Village Apartments Cormorant Co., Inc. 296 Space Saver #8 Self Storage Facility Richard Grant Company 297 Food City Retail Center Owner Managed 298 Meadowood I Apartments Owner Managed 299 Windy Hill Apartments Owner Managed 300 Northgate Plaza Dana Butcher Associates 301 Lone Mountain Mobile Home Park Owner Managed 302 Ogden Apartments Marc P. Levine 303 Oak Lawn Square M & J Wilkow Management Corporation 304 Flat Iron Building Owner Managed 305 Baymar Apartments Harvest Properties, LLC 306 Texas City Medical Office Building (1Q) Kalee Investments 307 Hollyvale Apartments (1Q) Kalee Investments 308 Grandin Village Apartments Owner Managed 309 Riverview Estates Mobile Home Park Owner Managed 310 Tree Top Apartments Owner Managed 311 871 Islington Street Great Works Properties, Inc. 312 Westwood Apartments Owner Managed 313 Territorial Village (1R) Greco Rentals Management Co., Llc 314 Telshor Tower Plaza (1R) Greco Rentals Management Co., Llc 315 Congress Building Owner Managed 316 Continental House Apartments Owner Managed 317 Affordable Self Storage Owner Managed 318 Iroquois Apartments Owner Managed 319 Bay Palm Apartments Howard S. Weinstein, P.A. 320 969 & 971 Amsterdam Avenue Owner Managed 321 59-15 55th Street Owner Managed 322 Chesterfield/Eula Apartments Owner Managed 323 Carillon Retail Center Scowden Real Estate 324 Pine Street Apartments & Blossom Street Apartments Owner Managed 325 Penn State Office Building Owner Managed 326 Autumn Run Apartments Summit Realty Services, Inc. 327 Pullman Park Apartments Madison Commercial Group 328 Spanish Oaks Apartments Owner Managed 329 Ballenger Manor Apartments Owner Managed 330 Allen Avenue Apartments Owner Managed 331 Skyline Mall Owner Managed 332 James Road Medical Center Welsh Companies 333 Rebecca Apartments Owner Managed 334 The Homestead Apartments Anthem Residential Asset Management 335 Corona Avenue Apartments Owner Managed 336 Sandstone Apartments Madison Commercial Group 337 Lynn Villa Apartments Owner Managed 338 Savannah Apartments Kalee Investments 339 Vienna Terrace Apartments BH Management Services, Inc. 340 Alexandria Apartments CO Cornerstone Management Co. 341 Boynton Vista Apartments Owner Managed 342 Navarro Crossing Apartments Madison Commercial Group 343 Kordis Apartments Owner Managed # Property Name Address - - ------------- ------- 1 Oakwood Plaza Oakwood Boulevard 2 Arbor Lake Club Apartments (1A) 9361 Fontainbleau Boulevard 3 The Parkview Apartments FL (1A) 10468 NW 8th Street 4 Heron's Cove Apartments (1A) 3312 South Semoran Boulevard 5 Horizons North Apartments (1A) 665 Ives Dairy Road 6 Herald Center 1293 - 1311 Broadway 7 Sterling Point Apartments (1B) 6600 Dunlap 8 Sandridge Apartments (1B) 4025 Burke Road 9 Woodscape Apartments (1B) 9707 South Gessner 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 200 Martin Luther King Boulevard & 130 West 10th Street 11 Stone Fort Land - The Krystal Office Building (1C) 100 Martin Luther King Boulevard 12 Stone Fort Land - Riverside Center (1C) 1501 Riverside Drive 13 Stone Fort Land - Harrison Direct Warehouse (1C) 2505 East 43rd Street 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 1101 Broad Street 15 Center At The Plant 8000 Van Nuys Boulevard 16 The Boardwalk 3770 Flora Vista Avenue 17 Cherry Creek Retirement Village (1D) 14555 East Hampden Avenue 18 Remington Heights Retirement Community (1D) 12606 West Dodge Road 19 Charles River Center 245 - 259 Hartford Avenue 20 Fox Run Shopping Center Route 40 & Wrangle Hill Road 21 Two University Plaza (1E) 180 Temple Avenue 22 800 - 900 Lanidex Plaza (1E) 800 - 900 Lanidex Plaza 23 140 Littleton Road (1E) 140 Littleton Road 24 Embarcadero Corporate Center 2465 - 2483 East Bayshore Road 25 Best Buy Plaza Shopping Center 9250 North Central Expressway 26 Highland Falls Apartments 2560 Delk Road 27 Rancho Ocaso 3900 East Sunset Road 28 The Court at Deptford II 1535 - 75 Almonesson Road 29 Sage Crossing Apartments 3431 Oakdale Drive 30 Crossroads at Buckland Hills 430 Buckland Hills Drive & 110 Slater Street 31 Deerbrook Crossing Shopping Center 122 262 FM 1960 32 Sundance Village Apartments 11251 NW 7th Street 33 Lake Mead Pavilion Shopping Center 7301 - 7399 West Lake Mead Boulevard 34 Ontario Plaza 920 - 1070 North Mountain Avenue 35 Cole Spring Plaza 1001 Spring Street 36 Penney's Plaza 5548 Springdale Avenue 37 Pines of Westbury 12500 - 12600 Dunlap 38 Bell Run Plaza 1218 - 1230 Welsh Road 39 River Haven Mobile Home Park (1F) 14546 Mercury Drive 40 Knollwood Estates Mobile Home Park (1F) 4595 Knollwood Drive 41 Colesville Towers 8811 Colesville Road 42 North Pointe Apartments 336 Blackhawk Road 43 Tower Plaza Retail Center NE Corner of 78th Street & Dodge Street 44 Mountain View Mobile Home Park 24303 Woolsey Canyon Road 45 The Mosby Building & Apartments 10560 Main Street 46 211 South Gulph Road 211 South Gulph Road 47 Pinewood Apartments 3600 Swenson Avenue 48 U - Haul - Rusfield (1G) 15 Rusfield Street 49 U - Haul - San Clemente (1G) 310 Avenida Pico 50 U - Haul - East Colonial (1G) 4001 East Colonial Boulevard 51 U - Haul - MacArthur Park (1G) 6500 NW Expressway 52 Park Knolls Apartments 1100 Pedras Road 53 Diamond Bar Towne Center 1100 - 1188 Diamond Bar Boulevard 54 U - Haul - Dublin (1H) 6265 Scarlett Court 55 U - Haul - Northridge (1H) 18160 Parthenia Street 56 U - Haul - Orange Park (1H) 701 Blanding Boulevard 57 U - Haul - Tulsa (1H) 5140 South 103 East Avenue 58 Cherry Knolls Shopping Center 6900 South University Boulevard 59 333 Sam Houston Office Building 333 North Sam Houston Parkway 60 The Shadowbrook Apartments 3851 South Wynn Road 61 Delta Fair Shopping Center 2710 - 3040 Delta Fair Boulevard 62 Willow Springs Shopping Center (1I) 2701 - 2795 Iris Avenue 63 Villa Shopping Center (1I) 2825 - 2885 28th Street 64 Crystal Gardens Shopping Center (1I) 3307 South College Avenue 65 Hazelcrest Place 100 Hazelcrest Place 66 BJ's Plaza Shopping Center 3447 - 3469 University Drive 67 Holiday Inn Express City Center 226 Aurora Avenue North 68 U - Haul - Margate (1J) 1700 North State Road 7 69 U - Haul - Copperfield (1J) 8330 Highway 6 North 70 U - Haul - Hampton (1J) 1023 West Mercury Boulevard 71 U - Haul - Lodi (1J) 450 North Cherokee Lane 72 Fashion Outlet Center 501 Elizabeth Street 73 Tivoli Apartments 2841 SW 13th Street 74 Tetra Chase Texas Bank Center 25025 Interstate Highway 45 North 75 1384 - 1450 Park Avenue (1K) 1384-1450 Park Avenue 76 Rojacks Supermarket/CVS Pharmacy (1K) 1475 Newman Avenue 77 Trucchi's Supermarket (1K) 2941 Acushnet Avenue 78 Campus Hills Shopping Center Churchville Road & Campus Hills Drive 79 Carrollton Place Apartments 1205 Maple Street 80 Welshwood Apartments 2661 Willits Road 81 Summit Square Shopping Center 3203 - 3243 SW Freeway 82 Park Ridge Apartments 2501 Park Ridge Court 83 294 - 306A Harvard Street 294 - 306A Harvard Street 84 929 Pearl Street (1L) 919 - 929 Pearl Street 85 2005 Tenth Street (1L) 935 - 951 Pearl Street & 2005 2019 10th Street 86 Industrial Warehouse 4240 West 190th Street 87 Mesa Dunes Mobile Home Park 7807 East Apache Trail 88 Pleasant Hill Executive Park 391 - 399 Taylor Boulevard 89 Best Western Stratford Inn 624 - 710 Camino Del Mar 90 Silverside - Carr Corporate Center 409 Silverside Road 91 Country Corners Apartments 5045 Dierker Road 92 Bell Palm Plaza 6201 - 6391 Atlantic Avenue 93 Pleasant Run Apartments 2525 West Pleasant Run Road 94 Chalet Apartments & Commercial Plaza 3816 North 109th Plaza 95 West Ashley - Shoppes Shopping Center 946 Orleans Road 96 Hampton Inn Anchorage 4301 Credit Union Drive 97 Pacific Isle Apartments 1829 East Workman Avenue 98 Sunset Crest Apartments 745 North Sunset Avenue 99 Skyline Apartments 4700 Wimbelton Way 100 Hampton Inn & Suites Annapolis 124 Womack Drive 101 Carlisle Commerce Center 2100 White Street 102 Glendale Medical Arts Center 1030 South Glendale Avenue 103 Batavia Wood Medical Center 845 West La Veta Avenue 104 Village Green Plaza Shopping Center 18500 Kuykendahl Road 105 South Bank Riverwalk Retail 111 West Crockett Street 106 Pickwick Apartments 3580 Pall Mall Drive 107 The Villas of Buena Vista Apartments (1M) 3906 - 3910 Buena Vista Street 108 The Parkview Apartments TX (1M) 4105 McKinney Avenue 109 Madras Apartments (1M) 4220 Cole Avenue 110 Alexandria Apartments TX (1M) 4408 Cole Avenue 111 Sandia Park (1M) 4428 Cole Avenue 112 4300 Travis Apartments (1M) 4300 Travis Street 113 Vista Quarters Condos (1M) 4339 Buena Vista Street 114 3131 Armstrong Condominiums (1M) 3131 Armstrong Avenue 115 The Essex (1M) 4418 4420 Cole Avenue 116 4431 Travis Street Apartments (1M) 4431 Travis Street 117 4432 Buena Vista Apartments (1M) 4432 Buena Vista Street 118 The Annex Apartments (1M) 4226 Cole Avenue 119 4319 Buena Vista Apartments (1M) 4319 Buena Vista Street 120 The Chase Apartments (1M) 4411 Buena Vista Street 121 Avalon Apartments (1M) 4331 Buena Vista Street 122 Point Breeze Apartments 488 Lemont Drive 123 Hidden Oaks Apartments 333 South Mock Road 124 El Monte Shopping Center Dunlap & North 19th Avenue 125 Casa Real Apartments 3816 North 83rd Avenue 126 The Plaza Apartments 2315 - 2335 East Tahquitz Canyon Way 127 Washington Square Shopping Center 2834 Washington Road 128 Beechnut Village Shopping Center 8145 Highway 6 South 129 Anaheim Mobile Estates 3050 West Ball Road 130 Westridge Marketplace 901 Smokey Park Highway 131 McGehee Park Apartments 3800 Governors Drive 132 Cypress Center 6847 - 6947 Katella Avenue 133 Best Western - Miramar 9310 Kearny Mesa Road 134 Garden City Tower 6120 Middlebelt Road 135 Tradewinds Apartments 1245 Palm Bay Road 136 Highland Country Estates 830 North Highway 17 92 137 The Highlands Apartments 4646 Nolensville Pike 138 8800 Roswell Road Office Park 8800 Roswell Road 139 Turf Mobile Manor 15601 North 19th Avenue 140 Oakwood Village Apartments 1521 37th Street 141 La Salle Crossing Apartments 1600 La Salle Drive 142 Wynnewood Greens Apartments 2415 Allenbrook Drive 143 Comfort Inn Augusta 281 Civic Center Drive 144 220 Jackson Street 220 Jackson Street 145 Weis Plaza P.A. Route 222 & South Kemp Road 146 75 Canton Office Park 1335 1343 Canton Road 147 Capital Heights Shopping Center (2) 5355 Government Street 148 Emerald Center 1965 Foothill Boulevard 149 NationsBank Office Building 6625 Miami Lakes Drive 150 Pecos Trail Office Compound, Phase III 1701 and 1751 Old Pecos Trail 151 HealthSouth Medical Plaza 10615 Montgomery Road 152 Hampton Inn - Louisville 912 Dillon Road 153 Holiday Inn - Augusta 110 Community Road 154 Nassau Bay Village Apartments 18290 Upper Bay Road 155 West Knoll Apartments 260 Elkton Road 156 Best Western San Mateo Los Prados Inn 2940 South Norfolk Street 157 Parkway Shopping Center 400 North Park Avenue 158 1600 Congress Street/343 Forest Avenue 1600 Congress Street/343 Forest Avenue 159 Scenic View Apartments 755 East Virginia Way 160 Mustang Crossing Apartments 1818 Mustang Drive 161 Meadow Crossing Apartments 8175 Meadow Road 162 Owens Corning Manufacturing Warehouse 1851 South Seguin Avenue 163 Daley Square 3755 Murphy Canyon Road 164 Old Florida Plaza 4505 - 4579 Pine Island Road 165 Arrowhead Creekside Center 7200 West Bell Road 166 Holiday Inn - Clovis 2700 East Mabry Drive 167 3005 Peachtree Road 3005 Peachtree Road 168 Hampton Inn - Columbus East 1890 Winderly Lane 169 Newport Towers 2 - 28th Street 170 Mont Michel Apartments 688 Riddle Road 171 Soniat House Hotel 1130 & 1133 Rue Chartres 172 Fairview Market 655 Fairview Road 173 Montclaire Apartments 5700 23rd Avenue East 174 Embassy Building 1424 16th Street, NW 175 Park Terrace Apartments 12351 Marshall Avenue 176 Westheimer Plaza Shopping Center 5757 Westheimer Road 177 129 - 133 West 29th Street 129-133 West 29th Street 178 Woodspear/Vista Flores Apartments 240 & 258 Las Flores Drive 179 Clarendon CVS 2900 North 10th Street 180 A Storage Place Phases I & II 2523 NW 6th Street & 101 - 127 NW 25th Avenue 181 135 Raritan Center Parkway 135 Raritan Center Parkway 182 The Treasury Center 10 Crested Butte Way 183 Crescent View Apartments 2924 Lucas Street 184 Comfort Suites Intercontinental Plaza 15555 JFK Boulevard 185 Cottonwood Medical & Dental Center 4301 North MacArthur Boulevard 186 Blue Bell Shopping Center Grovers Avenue & 70th Street 187 Sun Plaza 9116 - 9126 West Bowles Avenue 188 Kirkland Business Center 11807 - 11846 NE 112th Street & 11809 NE 116th Street 189 Colima Plaza 20627 Golden Springs Drive 190 Kmart Columbus 5436 Westerville Road 191 Briarwood Mobile Home Park 134 Ferne Lane 192 Ohio Valley Nursing Home 146 Nicolette Road 193 Forest Edge Apartments 4098 Fox Glove Lane 194 Sonora Crossroads 1191 - 1281 Sanguinetti Road 195 Crystal Springs Apartments 8502 North 67th Avenue 196 Chateau Park Apartments 83, 99 and 100 California Avenue 197 Scottsdale Air Park 16039 - 16059 North 82nd Street 198 Preston Royal Office Park 5924 & 5952 Royal Lane 199 Regent Place Office Building 1304 West Walnut Hill Lane 200 Dale Terrace Apartments 182 Dale Drive 201 Woodside Apartments 13660 C.F. Hawn Freeway 202 Virginia Dare Office Building 10470 Foothill Boulevard 203 Rustic Ridge Apartments 4284 Vineshire Drive 204 Heritage Square Retail Center 3300 East Tulare Avenue 205 Kessel Food Market Flushing (1N) 1542 East Pierson Road 206 Kessel Food Market Grand Blanc (1N) 5186 Fenton Road 207 178 - 188 Middle Street 178 - 188 Middle Street 208 350 Raritan Center Parkway 350 Raritan Center Parkway 209 El San Juan Mobile Home Park 10810 North 91st Avenue 210 Meadowood Apartments 634 East Alosta Avenue 211 Country Club Corner Retail Center 1612 - 1642 North College Avenue 212 Vagabond Apartments 35 - 38 Kimmig Avenue 213 Esprit Office Building 515 Capital of Texas Highway 214 Mission Plaza 1512 North H Street 215 Broussard Village Shopping Center LA Highway 182 & La Neuville Road 216 Another Attic Self Storage 4600 Bell Street 217 Raintree Apartments 5670 Raintree Place 218 Jeffco Plaza 1661 and 1671 South Research Loop 219 Ramada Inn Chatsworth 21340 Devonshire Street 220 Preston Plaza 19129 Preston Road 221 U.S. Storage Centers 550 South Richfield Road 222 Comfort Inn - San Jose 2118 The Alameda 223 A-1 Mini Storage 4918 West First Street 224 Sandpiper Apartments 200 - 240 Croton Avenue 225 Plantation Xtra Storage 8459 NW 17th Court 226 Perimeter Plaza Shopping Center 1245 East Spring Street 227 Red Oak Apartments (1O) 2104 San Gabriel Street 228 Diplomat Apartments (1O) 1911 San Gabriel Street 229 Waterston Apartments (1O) 1814 Waterston Avenue 230 Montage Apartments (1O) 2812 Rio Grande Street 231 Melroy Apartments (1O) 3408 Speedway Boulevard 232 Envoy Apartments (1O) 2108 San Gabriel Avenue 233 Sixth & Gass Office Building 732 South 6th Street 234 Rancho Los Amigos 600 West Orange Grove Road 235 Savemart Shopping Center 2931 Harbor Street 236 Glenwood Apartments 9225 West Sam Houston Parkway South 237 Georgian Court/Woodside Apartments 2400 Oneida Street 238 Everhart Place Apartments 5855 Everhart Road 239 West 34th Self Storage 7409 West 34th Avenue 240 Regency Apartments 370 East 11th Avenue 241 Corona Industrial Center 226 - 232 North Sherman Avenue 242 North American/Lazy "R" Manufactured Housing Communities 1801 South Jefferson Road/1602 East 2nd Avenue 243 Harmony Mobile Home Park 66 West Alexandersville Bellbook Road 244 Dunshire Gardens Apartments (1P) 7101 7107 Dunshire Way 245 Alpine Gardens Apartments (1P) 400 - 402 Essex Avenue 246 Delvale Apartments (1P) 14 - 22 Court Pleasant 247 The Northwest Medical Plaza Shopping Center 820 F.M. 1960 West 248 Kingsley Business Center 2714 2734 West Kingsley Road 249 OfficeMax 2255 South MacArthur Drive 250 Rutherford Place 1601 Rutherford Lane 251 The Woods II Office Buildings 8500 North MoPac Expressway 252 Greenville Avenue B & G 2815 - 2831 Greenville Avenue 253 Boulder Ridge Apartments 78 50th Street 254 Spring Gardens Apartments 1714 Wirt Road 255 The Admiral Apartments & The Drake Apartments 3025 and 3060 North Meridian Street 256 Heritage Apartments 412 - 424 Hudson Street 257 Montgomery Village Executive Plaza Phase I 19630 19644 Club House Road 258 Orchard Lake Mini Storage 4230 Orchard Lake Road 259 Parker Road Retail 6500 North Freeway 260 Smith Shopping Center 4923 5000 West 95th Street 261 Rivermont Park 350 600 Rivermont Drive 262 SecurCare of Colorado Springs 1545 South Nevada Avenue & 320 East St. Elmo Avenue 263 Free Street Office Building 22 Free Street 264 Maple Valley Plaza 245 Maple Street 265 Crestview Apartments 62 Treat Street 266 Cedar Lakes Apartments 1900 South Rock Road 267 Rose Garden Apartments 401 - 407 Passaic Street 268 Kmart Charleston 6531 MacCorkle Avenue SE 269 Edelweiss Apartments 845 U.S. Highway 81 West 270 The Wachler Building 100 South Old Woodward Avenue 271 CTC II Building 382 South Arthur Avenue 272 Autumn Ridge Apartments 501 Massey Tompkins Road 273 Diversey & Sheffield Plaza 933 949 West Diversey Parkway 274 The Pinger Building 708 Walnut Street 275 Elden Professional Building 209 Elden Street 276 Orangetree Apartments 4220 East Almeria Road & 1707, 1713 and 1717 North 42nd Street 277 Silver Cliff Apartments 3375 McHenry Avenue 278 Granada Plaza 362 Granada Boulevard 279 Summitwood Village Apartments 200, 254, 261, 276, 277, 285 and 290 Sam's Road 280 2221 Lee Road Office Building 2221 Lee Road 281 All American Mini Storage 1777 West 68th Avenue 282 201 Commonwealth Court 201 Commonwealth Court 283 Olde Oaks Apartments 140 Lakeview Drive 284 Bouganvillas Apartments 1500 1650 NW 4th Avenue 285 Martin Mobile Home Park 4055 South Avenue 286 Ellendale Place Apartments 2659 Ellendale Place 287 Kessel Food Market - Saginaw 3430 State Street 288 Talbot Center 1100 Commerce Drive 289 Circle K Mobile Home Park 4487 East Lake Mead Boulevard 290 Strawberry Hill Apartments 1500 Strawberry Road 291 McGeordan Apartments 247 North Main Street 292 Camel Toe Plaza Shopping Center 900 Camel Drive 293 Washington Park Offices 3700 Russell Street 294 Denway Circle Apartments 544 Denway Circle 295 Oxford Village Apartments 2911 - 2951 Seymour Lake Road 296 Space Saver #8 Self Storage Facility 6333 South Loop East 297 Food City Retail Center 420 East Southen Avenue & 1119 South Mesa Drive 298 Meadowood I Apartments 5332 Buttercup Lane 299 Windy Hill Apartments 120, 130, 140, 160 and 162 Chalfont Drive 300 Northgate Plaza 219 - 225 and 247 - 293 Academy Avenue 301 Lone Mountain Mobile Home Park 493 Hot Springs Road 302 Ogden Apartments 1274 Ogden Street & 1010 East 13th Avenue 303 Oak Lawn Square 5701 5721 West 95th Street 304 Flat Iron Building 20 Battery Park Avenue 305 Baymar Apartments 94 Gaylord Street 306 Texas City Medical Office Building (1Q) 6504 and 6518 Memorial Drive 307 Hollyvale Apartments (1Q) 423 and 427 Hollyvale Drive 308 Grandin Village Apartments 1720 Grandin Road 309 Riverview Estates Mobile Home Park 98 Teynor Estates 310 Tree Top Apartments 4207 Bowser Avenue 311 871 Islington Street 871 Islington Street 312 Westwood Apartments 1 - 40 Westwood Drive 313 Territorial Village (1R) 2460 Locust Drive 314 Telshor Tower Plaza (1R) 755 Telshor Boulevard 315 Congress Building 3525 35 Broadway 316 Continental House Apartments 5845 North Mesa 317 Affordable Self Storage 1239 Teasley Lane & 1029 Shady Oaks & 309 and 518 Smith Street 318 Iroquois Apartments 946 SW 4th Street 319 Bay Palm Apartments 2185 NE 123 Street 320 969 & 971 Amsterdam Avenue 969 & 971 Amsterdam Avenue 321 59 - 15 55th Street 59 - 15 55th Street 322 Chesterfield/Eula Apartments 1216 Chesterfield Avenue 323 Carillon Retail Center 9200 North Lamar Boulevard 324 Pine Street Apartments & Blossom Street Apartments 208 and 210 Pine Street & 18 - 20 and 22 - 24 Blossom Street 325 Penn State Office Building 7330 East Earll Drive 326 Autumn Run Apartments 505 - 515 Surrey Avenue 327 Pullman Park Apartments 406 East Elm Street 328 Spanish Oaks Apartments 407 East 45th Street 329 Ballenger Manor Apartments 809 South Ballenger Road 330 Allen Avenue Apartments 53 - 57 Allen Avenue 331 Skyline Mall 380 Daniel Webster Highway 332 James Road Medical Center 407 James Road 333 Rebecca Apartments 9707 Timberside Drive 334 The Homestead Apartments 809 - 811 East Armour Boulevard 335 Corona Avenue Apartments 110 - 50 and 110 - 52 Corona Avenue 336 Sandstone Apartments 4945 Capitol Avenue 337 Lynn Villa Apartments 1310 School Road 338 Savannah Apartments 1606 Avenue N 339 Vienna Terrace Apartments 150 South Main Street 340 Alexandria Apartments CO 1465 Elm Street 341 Boynton Vista Apartments 419 Circle Drive & 420 NE 17th Avenue 342 Navarro Crossing Apartments 4115 West Highway 31 343 Kordis Apartments 5642 Charles Street & 5647 James Street # Property Name City County State Zip Code - - ------------- ---- ------ ----- -------- 1 Oakwood Plaza Hollywood Broward FL 33020 2 Arbor Lake Club Apartments (1A) Miami Dade FL 33172 3 The Parkview Apartments FL (1A) Pembroke Pines Broward FL 33026 4 Heron's Cove Apartments (1A) Orlando Orange FL 32822 5 Horizons North Apartments (1A) North Miami Dade FL 33179 6 Herald Center New York New York NY 10001 7 Sterling Point Apartments (1B) Houston Harris TX 77081 8 Sandridge Apartments (1B) Pasadena Harris TX 77504 9 Woodscape Apartments (1B) Houston Harris TX 77071 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Chattanooga Hamilton TN 37402 11 Stone Fort Land - The Krystal Office Building (1C) Chattanooga Hamilton TN 37402 12 Stone Fort Land - Riverside Center (1C) Chattanooga Hamilton TN 37406 13 Stone Fort Land - Harrison Direct Warehouse (1C) Chattanooga Hamilton TN 37407 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) Chattanooga Hamilton TN 37402 15 Center At The Plant Van Nuys Los Angeles CA 91402 16 The Boardwalk Santa Clara Santa Clara CA 95051 17 Cherry Creek Retirement Village (1D) Aurora Arapahoe CO 80014 18 Remington Heights Retirement Community (1D) Omaha Douglas NE 68154 19 Charles River Center Bellingham Norfolk MA 02019 20 Fox Run Shopping Center Bear New Castle DE 19804 21 Two University Plaza (1E) Hackensack Bergen NJ 07601 22 800 - 900 Lanidex Plaza (1E) Parsippany - Troy Hills Morris NJ 07054 23 140 Littleton Road (1E) Parsippany - Troy Hills Morris NJ 07054 24 Embarcadero Corporate Center Palo Alto Santa Clara CA 94303 25 Best Buy Plaza Shopping Center Dallas Dallas TX 75231 26 Highland Falls Apartments Marietta Cobb GA 30067 27 Rancho Ocaso Las Vegas Clark NV 89120 28 The Court at Deptford II Deptford Gloucester NJ 08096 29 Sage Crossing Apartments San Antonio Bexar TX 78229 30 Crossroads at Buckland Hills Manchester Hartford CT 06040 31 Deerbrook Crossing Shopping Center Humble Harris TX 77073 32 Sundance Village Apartments Miami Dade FL 33172 33 Lake Mead Pavilion Shopping Center Las Vegas Clark NV 89128 34 Ontario Plaza Ontario San Bernardino CA 91762 35 Cole Spring Plaza Silver Spring Montgomery MD 20910 36 Penney's Plaza Pleasanton Alameda CA 94588 37 Pines of Westbury Houston Harris TX 77035 38 Bell Run Plaza Montgomery Township Montgomery PA 19454 39 River Haven Mobile Home Park (1F) Grand Haven Ottawa MI 49417 40 Knollwood Estates Mobile Home Park (1F) Allendale Ottawa MI 49401 41 Colesville Towers Silver Spring Montgomery MD 20910 42 North Pointe Apartments Charlotte Mecklenburg NC 28213 43 Tower Plaza Retail Center Omaha Douglas NE 68114 44 Mountain View Mobile Home Park Canoga Park Los Angeles CA 91304 45 The Mosby Building & Apartments Fairfax Fairfax VA 22030 46 211 South Gulph Road King of Prussia Montgomery PA 19406 47 Pinewood Apartments Las Vegas Clark NV 89109 48 U - Haul - Rusfield (1G) Boston Suffolk MA 02118 49 U - Haul - San Clemente (1G) San Clemente Orange CA 92672 50 U - Haul - East Colonial (1G) Orlando Orange FL 32803 51 U - Haul - MacArthur Park (1G) Oklahoma City Oklahoma OK 73132 52 Park Knolls Apartments Turlock Stanislaus CA 95382 53 Diamond Bar Towne Center Diamond Bar Los Angeles CA 91765 54 U - Haul - Dublin (1H) Dublin Alameda CA 94566 55 U - Haul - Northridge (1H) Northridge Los Angeles CA 91325 56 U - Haul - Orange Park (1H) Orange Park Clay FL 32065 57 U - Haul - Tulsa (1H) Tulsa Tulsa OK 74146 58 Cherry Knolls Shopping Center Littleton Arapahoe CO 80122 59 333 Sam Houston Office Building Houston Harris TX 77060 60 The Shadowbrook Apartments Las Vegas Clark NV 89109 61 Delta Fair Shopping Center Antioch Contra Costa CA 94509 62 Willow Springs Shopping Center (1I) Boulder Boulder CO 80304 63 Villa Shopping Center (1I) Boulder Boulder CO 80301 64 Crystal Gardens Shopping Center (1I) Ft. Collins Larimer CO 80525 65 Hazelcrest Place Hazel Park Oakland MI 48030 66 BJ's Plaza Shopping Center Sunrise Broward FL 33351 67 Holiday Inn Express City Center Seattle King WA 98109 68 U-Haul - Margate (1J) Margate Broward FL 33063 69 U-Haul - Copperfield (1J) Houston Harris TX 77095 70 U-Haul - Hampton (1J) Hampton Hampton City VA 23666 71 U-Haul - Lodi (1J) Lodi San Joaquin CA 95240 72 Fashion Outlet Center Boaz Marshall AL 35957 73 Tivoli Apartments Gainesville Alachua FL 32608 74 Tetra Chase Texas Bank Center The Woodlands Montgomery TX 77380 75 1384 1450 Park Avenue (1K) Woonsocket Providence RI 02895 76 Rojacks Supermarket/CVS Pharmacy (1K) Seekonk Bristol MA 02771 77 Trucchi's Supermarket (1K) New Bedford Bristol MA 02741 78 Campus Hills Shopping Center Churchville Hartford MD 21028 79 Carrollton Place Apartments Carrollton Carroll GA 30117 80 Welshwood Apartments Philadelphia Philadelphia PA 19114 81 Summit Square Shopping Center Houston Harris TX 77027 82 Park Ridge Apartments Fort Worth Tarrant TX 76110 83 294 306A Harvard Street Brookline Norfolk MA 02146 84 929 Pearl Street (1L) Boulder Boulder CO 80302 85 2005 Tenth Street (1L) Boulder Boulder CO 80302 86 Industrial Warehouse Torrance Los Angeles CA 90503 87 Mesa Dunes Mobile Home Park Mesa Maricopa AZ 85207 88 Pleasant Hill Executive Park Pleasant Hill Contra Costa CA 94523 89 Best Western Stratford Inn Del Mar San Diego CA 92014 90 Silverside - Carr Corporate Center Wilmington New Castle DE 19809 91 Country Corners Apartments Columbus Franklin OH 43220 92 Bell Palm Plaza Bell Los Angeles CA 90201 93 Pleasant Run Apartments Lancaster Dallas TX 75146 94 Chalet Apartments & Commercial Plaza Omaha Douglas NE 68164 95 West Ashley Shoppes Shopping Center Charleston Charleston SC 29407 96 Hampton Inn - Anchorage Anchorage Anchorage AK 99503 97 Pacific Isle Apartments West Covina Los Angeles CA 91791 98 Sunset Crest Apartments West Covina Los Angeles CA 91790 99 Skyline Apartments Dallas Dallas TX 75227 100 Hampton Inn & Suites Annapolis Annapolis Anne Arundel MD 20401 101 Carlisle Commerce Center York York PA 17404 102 Glendale Medical Arts Center Glendale Los Angeles CA 91205 103 Batavia Wood Medical Center Orange Orange CA 92868 104 Village Green Plaza Shopping Center Spring Harris TX 77379 105 South Bank Riverwalk Retail San Antonio Bexar TX 78205 106 Pickwick Apartments Jacksonville Duval FL 32257 107 The Villas of Buena Vista Apartments (1M) Dallas Dallas TX 75204 108 The Parkview Apartments TX (1M) Dallas Dallas TX 75204 109 Madras Apartments (1M) Dallas Dallas TX 75205 110 Alexandria Apartments TX (1M) Dallas Dallas TX 75205 111 Sandia Park (1M) Dallas Dallas TX 75205 112 4300 Travis Apartments (1M) Dallas Dallas TX 75205 113 Vista Quarters Condos (1M) Dallas Dallas TX 75205 114 3131 Armstrong Condominiums (1M) Dallas Dallas TX 75205 115 The Essex (1M) Dallas Dallas TX 75205 116 4431 Travis Street Apartments (1M) Dallas Dallas TX 75205 117 4432 Buena Vista Apartments (1M) Dallas Dallas TX 75205 118 The Annex Apartments (1M) Dallas Dallas TX 75205 119 4319 Buena Vista Apartments (1M) Dallas Dallas TX 75205 120 The Chase Apartments (1M) Dallas Dallas TX 75205 121 Avalon Apartments (1M) Dallas Dallas TX 75205 122 Point Breeze Apartments Nashville Davidson TN 37216 123 Hidden Oaks Apartments Albany Dougherty GA 31705 124 El Monte Shopping Center Phoenix Maricopa AZ 85021 125 Casa Real Apartments Phoenix Maricopa AZ 85033 126 The Plaza Apartments Palm Springs Riverside CA 92262 127 Washington Square Shopping Center Augusta Richmond GA 30904 128 Beechnut Village Shopping Center Houston Harris TX 77083 129 Anaheim Mobile Estates Anaheim Orange CA 92804 130 Westridge Marketplace Candler Buncombe NC 28715 131 McGehee Park Apartments Montgomery Montgomery AL 36111 132 Cypress Center Cypress Orange CA 90630 133 Best Western - Miramar San Diego San Diego CA 92126 134 Garden City Tower Garden City Wayne MI 48135 135 Tradewinds Apartments Melbourne Brevard FL 32905 136 Highland Country Estates DeBary Volusia FL 32713 137 The Highlands Apartments Nashville Davidson TN 37211 138 8800 Roswell Road Office Park Atlanta Fulton GA 30350 139 Turf Mobile Manor Phoenix Maricopa AZ 85023 140 Oakwood Village Apartments Orange Orange TX 77630 141 La Salle Crossing Apartments Sherman Grayson TX 75090 142 Wynnewood Greens Apartments Allentown Lehigh PA 18103 143 Comfort Inn Augusta Augusta Kennebec ME 04330 144 220 Jackson Street San Francisco San Francisco CA 94111 145 Weis Plaza Kutztown Berks PA 19530 146 75 Canton Office Park Marietta Cobb GA 30066 147 Capital Heights Shopping Center (2) Baton Rouge East Baton Rouge LA 70806 148 Emerald Center La Verne Los Angeles CA 91750 149 NationsBank Office Building Miami Lakes Miami Dade FL 33014 150 Pecos Trail Office Compound, Phase III Santa Fe Santa Fe NM 87505 151 HealthSouth Medical Plaza Cincinnati Hamilton OH 45242 152 Hampton Inn - Louisville Louisville Boulder CO 80027 153 Holiday Inn - Augusta Augusta Kennebec ME 04330 154 Nassau Bay Village Apartments Houston Harris TX 77058 155 West Knoll Apartments Newark New Castle DE 19711 156 Best Western San Mateo Los Prados Inn San Mateo San Mateo CA 94403 157 Parkway Shopping Center Breckenridge Summit CO 80424 158 1600 Congress Street/343 Forest Avenue Portland Cumberland ME Various 159 Scenic View Apartments Barstow San Bernardino CA 92311 160 Mustang Crossing Apartments Richmond Fort Bend TX 77469 161 Meadow Crossing Apartments Dallas Dallas TX 75231 162 Owens Corning Manufacturing Warehouse New Braunfels Comal TX 78130 163 Daley Square San Diego San Diego CA 92123 164 Old Florida Plaza Sunrise Broward FL 33351 165 Arrowhead Creekside Center Glendale Maricopa AZ 85308 166 Holiday Inn - Clovis Clovis Curry NM 88101 167 3005 Peachtree Road Atlanta Fulton GA 30305 168 Hampton Inn - Columbus East Pickerington Fairfield OH 43147 169 Newport Towers Newport News None VA 23607 170 Mont Michel Apartments Cincinnati Hamilton OH 45220 171 Soniat House Hotel New Orleans Orleans LA 70116 172 Fairview Market Simpsonville Greenville SC 29680 173 Montclaire Apartments Fife Pierce WA 98424 174 Embassy Building Washington District of Colum DC 20036 175 Park Terrace Apartments Chino San Bernardino CA 91710 176 Westheimer Plaza Shopping Center Houston Harris TX 77057 177 129-133 West 29th Street New York Manhattan NY 10001 178 Woodspear/Vista Flores Apartments San Marcos San Diego CA 92069 179 Clarendon CVS Arlington Arlington VA 22201 180 A Storage Place Phases I & II Ft. Lauderdale Broward FL 33311 181 135 Raritan Center Parkway Edison Middlesex NJ 08837 182 The Treasury Center Mt. Crested Butte Gunnison CO 81225 183 Crescent View Apartments Dallas Dallas TX 75219 184 Comfort Suites Intercontinental Plaza Houston Harris TX 77032 185 Cottonwood Medical & Dental Center Irving Dallas TX 75038 186 Blue Bell Shopping Center Philadelphia Philadelphia PA 19153 187 Sun Plaza Littleton Jefferson CO 80123 188 Kirkland Business Center Kirkland King WA 98033 189 Colima Plaza Diamond Bar Los Angeles CA 91789 190 Kmart Columbus Columbus Franklin OH 43081 191 Briarwood Mobile Home Park Lake Worth Palm Beach FL 33467 192 Ohio Valley Nursing Home Parkersburg Wood WV 26101 193 Forest Edge Apartments Columbus Franklin OH 43230 194 Sonora Crossroads Sonora Tuolumne CA 95370 195 Crystal Springs Apartments Glendale Maricopa AZ 85302 196 Chateau Park Apartments St. Paul Ramsey MN 55117 197 Scottsdale Air Park Scottsdale Maricopa AZ 85260 198 Preston Royal Office Park Dallas Dallas TX 75230 199 Regent Place Office Building Irving Dallas TX 75038 200 Dale Terrace Apartments Kent Portage OH 44240 201 Woodside Apartments Dallas Dallas TX 75253 202 Virginia Dare Office Building Rancho Cucamonga San Bernardino CA 91730 203 Rustic Ridge Apartments Columbus Franklin OH 43227 204 Heritage Square Retail Center Fresno Fresno CA 93701 205 Kessel Food Market Flushing (1N) Flushing Genesee MI 48433 206 Kessel Food Market Grand Blanc (1N) Grand Blanc Genesee MI 48430 207 178 - 188 Middle Street Portland Cumberland ME 04101 208 350 Raritan Center Parkway Edison Middlesex NJ 08837 209 El San Juan Mobile Home Park Peoria Maricopa AZ 85345 210 Meadowood Apartments Glendora Los Angeles CA 91740 211 Country Club Corner Retail Center Fort Collins Larimer CO 80524 212 Vagabond Apartments Lodi Bergen NJ 07644 213 Esprit Office Building Austin Travis TX 78746 214 Mission Plaza Lompoc Santa Barbara CA 93436 215 Broussard Village Shopping Center Broussard Lafayette LA 70518 216 Another Attic Self Storage Amarillo Randall TX 79109 217 Raintree Apartments Columbus Franklin OH 43229 218 Jeffco Plaza Tucson Pima AZ 85710 219 Ramada Inn Chatsworth Chatsworth Los Angeles CA 91311 220 Preston Plaza Dallas Dallas TX 75252 221 U.S. Storage Centers Placentia Orange CA 92870 222 Comfort Inn - San Jose San Jose Santa Clara CA 95126 223 A-1 Mini Storage Santa Ana Orange CA 92703 224 Sandpiper Apartments Lantana Palm Beach FL 33462 225 Plantation Xtra Storage Plantation Broward FL 33322 226 Perimeter Plaza Shopping Center Cookeville Putnam TN 38501 227 Red Oak Apartments (1O) Austin Travis TX 78705 228 Diplomat Apartments (1O) Austin Travis TX 78705 229 Waterston Apartments (1O) Austin Travis TX 78703 230 Montage Apartments (1O) Austin Travis TX 78705 231 Melroy Apartments (1O) Austin Travis TX 78705 232 Envoy Apartments (1O) Austin Travis TX 78705 233 Sixth & Gass Office Building Las Vegas Clark NV 89101 234 Rancho Los Amigos Tucson Pima AZ 85704 235 Savemart Shopping Center Pittsburg Contra Costa CA 94565 236 Glenwood Apartments Houston Harris TX 77099 237 Georgian Court/Woodside Apartments Utica Oneida NY 13501 238 Everhart Place Apartments Corpus Christi Nueces TX 78413 239 West 34th Self Storage Amarillo Randall TX 79109 240 Regency Apartments Denver Denver CO 80203 241 Corona Industrial Center Corona Riverside CA 91720 242 North American/Lazy "R" Manufactured Housing Communities Indianola Warren IA 50125 243 Harmony Mobile Home Park West Carrollton Montgomery OH 45449 244 Dunshire Gardens Apartments (1P) Dundalk Baltimore MD 21222 245 Alpine Gardens Apartments (1P) Essex Baltimore MD 21221 246 Delvale Apartments (1P) Dundalk Baltimore MD 21222 247 The Northwest Medical Plaza Shopping Center Houston Harris TX 77090 248 Kingsley Business Center Garland Dallas TX 75041 249 OfficeMax Alexandria Rapides LA 71301 250 Rutherford Place Austin Travis TX 78754 251 The Woods II Office Buildings Austin Travis TX 78759 252 Greenville Avenue B & G Dallas Dallas TX 75246 253 Boulder Ridge Apartments Wyoming Kent MI 49548 254 Spring Gardens Apartments Houston Harris TX 77055 255 The Admiral Apartments & The Drake Apartments Indianapolis Marion IN 46208 256 Heritage Apartments Hackensack Bergen NJ 07601 257 Montgomery Village Executive Plaza Phase I Gaithersburg Montgomery MD 20886 258 Orchard Lake Mini Storage Orchard Lake Oakland MI 48323 259 Parker Road Retail Houston Harris TX 77076 260 Smith Shopping Center Oak Lawn Cook IL 60453 261 Rivermont Park Columbia Richland SC 29210 262 SecurCare of Colorado Springs Colorado Springs El Paso CO 80906 263 Free Street Office Building Portland Cumberland ME 04101 264 Maple Valley Plaza Manchester Hillsborough NH 03103 265 Crestview Apartments West Haven New Haven CT 06516 266 Cedar Lakes Apartments Wichita Sedgwick KS 67207 267 Rose Garden Apartments Hackensack Bergen NJ 07601 268 Kmart Charleston Charleston Kanawha WV 25304 269 Edelweiss Apartments New Braunfels Comal TX 78130 270 The Wachler Building Birmingham Oakland MI 48009 271 CTC II Building Louisville Boulder CO 80027 272 Autumn Ridge Apartments Baytown Harris TX 77521 273 Diversey & Sheffield Plaza Chicago Cook IL 60614 274 The Pinger Building Cincinnati Hamilton OH 45202 275 Elden Professional Building Herndon Fairfax VA 22070 276 Orangetree Apartments Phoenix Maricopa AZ 85008 277 Silver Cliff Apartments Cincinnati Hamilton OH 45225 278 Granada Plaza Ormond Beach Volusia FL 32174 279 Summitwood Village Apartments Meriden New Haven CT 06451 280 2221 Lee Road Office Building Winter Park Orange FL 32789 281 All American Mini Storage Denver Adams CO 80221 282 201 Commonwealth Court Cary Wake NC 27511 283 Olde Oaks Apartments Clute Brazoria TX 77531 284 Bouganvillas Apartments Boca Raton Palm Beach FL 33432 285 Martin Mobile Home Park Boardman Mahoning OH 44512 286 Ellendale Place Apartments Los Angeles Los Angeles CA 90007 287 Kessel Food Market - Saginaw Saginaw Saginaw MI 48602 288 Talbot Center Peachtree City Fayette GA 30269 289 Circle K Mobile Home Park Las Vegas Clark NV 89115 290 Strawberry Hill Apartments Pasadena Harris TX 77502 291 McGeordan Apartments Wellsville Allegany NY 14895 292 Camel Toe Plaza Shopping Center Gillette Campbell WY 82176 293 Washington Park Offices Missoula Missoula MT 59801 294 Denway Circle Apartments Kalamazoo Kalamazoo MI 49008 295 Oxford Village Apartments Oxford Township Oakland MI 48371 296 Space Saver #8 Self Storage Facility Houston Harris TX 77087 297 Food City Retail Center Mesa Maricopa AZ 85204 298 Meadowood I Apartments Indianapolis Marion IN 46224 299 Windy Hill Apartments Athens Clarke GA 30603 300 Northgate Plaza Sanger Fresno CA 93657 301 Lone Mountain Mobile Home Park Carson City Ormsby NV 89706 302 Ogden Apartments Denver Denver CO 80218 303 Oak Lawn Square Oak Lawn Cook IL 60453 304 Flat Iron Building Asheville Buncombe NC 28801 305 Baymar Apartments Bristol Hartford CT 06010 306 Texas City Medical Office Building (1Q) Texas City Galveston TX 75591 307 Hollyvale Apartments (1Q) Houston Harris TX 77060 308 Grandin Village Apartments Roanoke Roanoke VA 24015 309 Riverview Estates Mobile Home Park Bucyrus Crawford OH 44820 310 Tree Top Apartments Dallas Dallas TX 75219 311 871 Islington Street Portsmouth Rockingham NH 03801 312 Westwood Apartments Plattsburgh Clinton NY 12901 313 Territorial Village (1R) Las Cruces Dona Ana NM 88001 314 Telshor Tower Plaza (1R) Las Cruces Dona Ana NM 88001 315 Congress Building Kansas City Jackson MO 26752 316 Continental House Apartments El Paso El Paso TX 79912 317 Affordable Self Storage Denton Denton TX 76205 318 Iroquois Apartments Miami Dade FL 33130 319 Bay Palm Apartments Miami Dade FL 33181 320 969 & 971 Amsterdam Avenue New York New York NY 10025 321 59 - 15 55th Street Maspeth Queens NY 11378 322 Chesterfield/Eula Apartments Lancaster Lancaster SC 29720 323 Carillon Retail Center Austin Travis TX 75591 324 Pine Street Apartments & Blossom Street Apartments Nashua Hillsborough NH 03060 325 Penn State Office Building Scottsdale Maricopa AZ 85251 326 Autumn Run Apartments Winslow Camden NJ 08009 327 Pullman Park Apartments Gatesville Coryell TX 76528 328 Spanish Oaks Apartments Austin Travis TX 78751 329 Ballenger Manor Apartments Flint Genesee MI 48532 330 Allen Avenue Apartments Portland Cumberland ME 04103 331 Skyline Mall Merrimack Hillsborough NH 03054 332 James Road Medical Center Columbus Franklin OH 43215 333 Rebecca Apartments Houston Harris TX 77025 334 The Homestead Apartments Kansas City Jackson MO 64109 335 Corona Avenue Apartments Corona Queens NY 11368 336 Sandstone Apartments Dallas Dallas TX 75206 337 Lynn Villa Apartments Carrollton Dallas TX 75006 338 Savannah Apartments South Houston Harris TX 77587 339 Vienna Terrace Apartments Euless Tarrant TX 76040 340 Alexandria Apartments CO Denver Denver CO 80220 341 Boynton Vista Apartments Boynton Beach Palm Beach FL 33435 342 Navarro Crossing Apartments Corsicana Navarro TX 75110 343 Kordis Apartments New Port Richey Pasco FL 34652
(1A) A Single Mortgage Note secured by Arbor Lake Club Apartments, the Parkview Apartments - FL, Heron's Cove Apartments and Horizons North Apartments, respectively. (1B) A Single Mortgage Note secured by Sterling Point Apartments, Sandridge Apartments, and Woodscape Apartments, respectively. (1C) The Mortgage Loans Secured By Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage, Stone Fort Land - The Krystal Office Building, Stone Fort Land - Riverside Center, Stone Fort Land - Harrison Direct Warehouse, and Stone Fort Land - Tennessee American Water Company Office Building, respectively, are cross-collateralized and cross-defaulted. (1D) The Mortgage Loans secured by Cherry Creek Retirement Village and Remington Heights Retirement Community, respectively, are cross-collateralized and cross-defaulted. (1E) A Single Mortgage Note secured by Two University Plaza, 800 - 900 Lanidex Plaza and 140 Littleton Road, respectively. (1F) A Single Mortgage Note Secured by River Haven Mobile Home Park and Knollwood Estates Mobile Home Park, respectively. (1G) A Single Mortgage Note secured by U-Haul - Rusfield, U-Haul - San Clemente, U-Haul - East Colonial and U-Haul - MacArthur Park, respectively. (1H) A Single Mortgage Note secured By U - Haul - Dublin, U - Haul - Northridge, U-Haul - Orange Park and U-Haul - Tulsa, respectively. (1I) The Mortgage Loans secured by Willow Springs Shopping Center, Villa Shopping Center and Crystal Gardens Shopping Center, respectively, are cross-collateralized and cross-defaulted. (1J) A SINGLE MORTGAGE NOTE SECURED BY U-Haul Margate, U-Haul Copperfield, U- Haul Hampton, U-Haul Lodi, respectively. (1K) A Single Mortgage Note secured by 1384 - 1450 Park Avenue, Rojacks Supermarket/CVS Pharmacy and Trucchi's Supermarket, respectively. (1L) The Mortgage Loans secured by 929 Pearl Street and 2005 Tenth Street, respectively, are cross-collateralized and cross-defaulted. (1M) A Single Mortgage Note secured by The Villas Of Buena Vista Apartments, The Parkview Apartments - TX, Madras Apartments, Alexandria Apartments - TX, Sandia Park, 4300 Travis Apartments, Vista Quarters Condos, 3131 Armstrong Condominiums, The Essex, 4431 Travis Street Apartments, 4432 Buena Vista Apartments, The Annex Apartments, 4319 Buena Vista Apartments, The Chase Apartments and Avalon Apartments, respectively. (1N) A Single Mortgage Note secured by Kessel Food Market - Flushing and Kessel Food Market - Grand Blanc, respectively. (1O) The Mortgage Loans secured by Red Oak Apartments, Diplomat Apartments, Waterston Apartments, Montage Apartments, Melroy Apartments and Envoy Apartments, respectively, are cross-collateralized and cross-defaulted. (1P) The Mortgage Loans secured by Dunshire Gardens Apartments, Alpine Gardens Apartments and Delvale Apartments, respectively, are cross collateralized and cross-defaulted. (1Q) The Mortgage Loans secured by Texas City Medical Office Building and Hollyvale Apartments, respectively, are cross-collateralized and cross- defaulted. (1R) The Mortgage Loans secured by Territorial Village and Telshor Tower Plaza, respectively, are cross-collateralized and cross-defaulted. (2) The mortgage loan secured by Capital Heights Shopping Center has an interest only period of 24 months from origination and thereafter is scheduled to amortize over 360 months with the payment presented reflecting the amount due during the amortization term. Descriptions of the Mortgaged Properties
# Property Name Property Type - - ------------- ------------- 1 Oakwood Plaza Retail 2 Arbor Lake Club Apartments (1A) Multifamily 3 The Parkview Apartments - FL (1A) Multifamily 4 Heron's Cove Apartments (1A) Multifamily 5 Horizons North Apartments (1A) Multifamily 6 Herald Center Retail 7 Sterling Point Apartments (1B) Multifamily 8 Sandridge Apartments (1B) Multifamily 9 Woodscape Apartments (1B) Multifamily 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Mixed Use 11 Stone Fort Land - The Krystal Office Building (1C) Office 12 Stone Fort Land - Riverside Center (1C) Office 13 Stone Fort Land - Harrison Direct Warehouse (1C) Industrial 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) Office 15 Center At The Plant Retail 16 The Boardwalk Multifamily 17 Cherry Creek Retirement Village (1D) Independent/Assisted Living 18 Remington Heights Retirement Community (1D) Independent/Assisted Living 19 Charles River Center Retail 20 Fox Run Shopping Center Retail 21 Two University Plaza (1E) Office 22 800-900 Lanidex Plaza (1E) Office 23 140 Littleton Road (1E) Office 24 Embarcadero Corporate Center Office 25 Best Buy Plaza Shopping Center Retail 26 Highland Falls Apartments Multifamily 27 Rancho Ocaso Multifamily 28 The Court at Deptford II Retail 29 Sage Crossing Apartments Multifamily 30 Crossroads at Buckland Hills Retail 31 Deerbrook Crossing Shopping Center Retail 32 Sundance Village Apartments Multifamily 33 Lake Mead Pavilion Shopping Center Retail 34 Ontario Plaza Retail 35 Cole Spring Plaza Multifamily 36 Penney's Plaza Retail 37 Pines of Westbury Multifamily 38 Bell Run Plaza Retail 39 River Haven Mobile Home Park (1F) Manufactured Housing 40 Knollwood Estates Mobile Home Park (1F) Manufactured Housing 41 Colesville Towers Multifamily 42 North Pointe Apartments Multifamily 43 Tower Plaza Retail Center Retail 44 Mountain View Mobile Home Park Manufactured Housing 45 The Mosby Building & Apartments Mixed Use 46 211 South Gulph Road Office 47 Pinewood Apartments Multifamily 48 U-Haul - Rusfield (1G) Self Storage 49 U-Haul - San Clemente (1G) Self Storage 50 U-Haul - East Colonial (1G) Self Storage 51 U-Haul - MacArthur Park (1G) Self Storage 52 Park Knolls Apartments Multifamily 53 Diamond Bar Towne Center Retail 54 U-Haul - Dublin (1H) Self Storage 55 U-Haul - Northridge (1H) Self Storage 56 U-Haul - Orange Park (1H) Self Storage 57 U-Haul - Tulsa (1H) Self Storage 58 Cherry Knolls Shopping Center Retail 59 333 Sam Houston Office Building Office 60 The Shadowbrook Apartments Multifamily 61 Delta Fair Shopping Center Retail 62 Willow Springs Shopping Center (1I) Mixed Use 63 Villa Shopping Center (1I) Retail 64 Crystal Gardens Shopping Center (1I) Mixed Use 65 Hazelcrest Place Multifamily 66 BJ's Plaza Shopping Center Retail 67 Holiday Inn Express - City Center Hotel 68 U-Haul - Margate (1J) Self Storage 69 U-Haul - Copperfield (1J) Self Storage 70 U-Haul - Hampton (1J) Self Storage 71 U-Haul - Lodi (1J) Self Storage 72 Fashion Outlet Center Retail 73 Tivoli Apartments Multifamily 74 Tetra - Chase Texas Bank Center Office 75 1384-1450 Park Avenue (1K) Retail 76 Rojacks Supermarket/CVS Pharmacy (1K) Retail 77 Trucchi's Supermarket (1K) Retail 78 Campus Hills Shopping Center Retail 79 Carrollton Place Apartments Multifamily 80 Welshwood Apartments Multifamily 81 Summit Square Shopping Center Retail 82 Park Ridge Apartments Multifamily 83 294-306A Harvard Street Retail 84 929 Pearl Street (1L) Mixed Use 85 2005 Tenth Street (1L) Mixed Use 86 Industrial Warehouse Industrial 87 Mesa Dunes Mobile Home Park Manufactured Housing 88 Pleasant Hill Executive Park Office 89 Best Western - Stratford Inn Hotel 90 Silverside-Carr Corporate Center Office 91 Country Corners Apartments Multifamily 92 Bell Palm Plaza Retail 93 Pleasant Run Apartments Multifamily 94 Chalet Apartments & Commercial Plaza Multifamily 95 West Ashley Shoppes Shopping Center Retail 96 Hampton Inn - Anchorage Hotel 97 Pacific Isle Apartments Multifamily 98 Sunset Crest Apartments Multifamily 99 Skyline Apartments Multifamily 100 Hampton Inn & Suites - Annapolis Hotel 101 Carlisle Commerce Center Retail 102 Glendale Medical Arts Center Office 103 Batavia Wood Medical Center Office 104 Village Green Plaza Shopping Center Retail 105 South Bank Riverwalk Retail Retail 106 Pickwick Apartments Multifamily 107 The Villas of Buena Vista Apartments (1M) Multifamily 108 The Parkview Apartments - TX (1M) Multifamily 109 Madras Apartments (1M) Multifamily 110 Alexandria Apartments - TX (1M) Multifamily 111 Sandia Park (1M) Multifamily 112 4300 Travis Apartments (1M) Multifamily 113 Vista Quarters Condos (1M) Multifamily 114 3131 Armstrong Condominiums (1M) Multifamily 115 The Essex (1M) Multifamily 116 4431 Travis Street Apartments (1M) Multifamily 117 4432 Buena Vista Apartments (1M) Multifamily 118 The Annex Apartments (1M) Multifamily 119 4319 Buena Vista Apartments (1M) Multifamily 120 The Chase Apartments (1M) Multifamily 121 Avalon Apartments (1M) Multifamily 122 Point Breeze Apartments Multifamily 123 Hidden Oaks Apartments Multifamily 124 El Monte Shopping Center Retail 125 Casa Real Apartments Multifamily 126 The Plaza Apartments Multifamily 127 Washington Square Shopping Center Retail 128 Beechnut Village Shopping Center Retail 129 Anaheim Mobile Estates Manufactured Housing 130 Westridge Marketplace Retail 131 McGehee Park Apartments Multifamily 132 Cypress Center Retail 133 Best Western - Miramar Hotel 134 Garden City Tower Multifamily 135 Tradewinds Apartments Multifamily 136 Highland Country Estates Manufactured Housing 137 The Highlands Apartments Multifamily 138 8800 Roswell Road Office Park Office 139 Turf Mobile Manor Manufactured Housing 140 Oakwood Village Apartments Multifamily 141 La Salle Crossing Apartments Multifamily 142 Wynnewood Greens Apartments Multifamily 143 Comfort Inn - Augusta Hotel 144 220 Jackson Street Office 145 Weis Plaza Retail 146 75 Canton Office Park Office 147 Capital Heights Shopping Center (2) Retail 148 Emerald Center Retail 149 NationsBank Office Building Office 150 Pecos Trail Office Compound, Phase III Office 151 HealthSouth Medical Plaza Office 152 Hampton Inn - Louisville Hotel 153 Holiday Inn - Augusta Hotel 154 Nassau Bay Village Apartments Multifamily 155 West Knoll Apartments Multifamily 156 Best Western - San Mateo Los Prados Inn Hotel 157 Parkway Shopping Center Retail 158 1600 Congress Street/343 Forest Avenue Mixed Use 159 Scenic View Apartments Multifamily 160 Mustang Crossing Apartments Multifamily 161 Meadow Crossing Apartments Multifamily 162 Owens Corning Manufacturing Warehouse Industrial 163 Daley Square Retail 164 Old Florida Plaza Retail 165 Arrowhead Creekside Center Office 166 Holiday Inn - Clovis Hotel 167 3005 Peachtree Road Mixed Use 168 Hampton Inn - Columbus East Hotel 169 Newport Towers Multifamily 170 Mont Michel Apartments Multifamily 171 Soniat House Hotel Hotel 172 Fairview Market Retail 173 Montclaire Apartments Multifamily 174 Embassy Building Office 175 Park Terrace Apartments Multifamily 176 Westheimer Plaza Shopping Center Retail 177 129-133 West 29th Street Office 178 Woodspear/Vista Flores Apartments Multifamily 179 Clarendon CVS Retail 180 A Storage Place Phases I & II Self Storage 181 135 Raritan Center Parkway Industrial 182 The Treasury Center Retail 183 Crescent View Apartments Multifamily 184 Comfort Suites Intercontinental Plaza Hotel 185 Cottonwood Medical & Dental Center Office 186 Blue Bell Shopping Center Retail 187 Sun Plaza Retail 188 Kirkland Business Center Industrial 189 Colima Plaza Retail 190 Kmart - Columbus Retail 191 Briarwood Mobile Home Park Manufactured Housing 192 Ohio Valley Nursing Home Healthcare 193 Forest Edge Apartments Multifamily 194 Sonora Crossroads Retail 195 Crystal Springs Apartments Multifamily 196 Chateau Park Apartments Multifamily 197 Scottsdale Air Park Industrial 198 Preston Royal Office Park Office 199 Regent Place Office Building Office 200 Dale Terrace Apartments Multifamily 201 Woodside Apartments Multifamily 202 Virginia Dare Office Building Office 203 Rustic Ridge Apartments Multifamily 204 Heritage Square Retail Center Retail 205 Kessel Food Market - Flushing (1N) Retail 206 Kessel Food Market - Grand Blanc (1N) Retail 207 178-188 Middle Street Mixed Use 208 350 Raritan Center Parkway Industrial 209 El San Juan Mobile Home Park Manufactured Housing 210 Meadowood Apartments Multifamily 211 Country Club Corner Retail Center Retail 212 Vagabond Apartments Multifamily 213 Esprit Office Building Office 214 Mission Plaza Retail 215 Broussard Village Shopping Center Retail 216 Another Attic Self Storage Self Storage 217 Raintree Apartments Multifamily 218 Jeffco Plaza Industrial 219 Ramada Inn - Chatsworth Hotel 220 Preston Plaza Retail 221 U.S. Storage Centers Self Storage 222 Comfort Inn - San Jose Hotel 223 A-1 Mini Storage Self Storage 224 Sandpiper Apartments Multifamily 225 Plantation Xtra Storage Self Storage 226 Perimeter Plaza Shopping Center Retail 227 Red Oak Apartments (1O) Multifamily 228 Diplomat Apartments (1O) Multifamily 229 Waterston Apartments (1O) Multifamily 230 Montage Apartments (1O) Multifamily 231 Melroy Apartments (1O) Multifamily 232 Envoy Apartments (1O) Multifamily 233 Sixth & Gass Office Building Office 234 Rancho Los Amigos Manufactured Housing 235 Savemart Shopping Center Retail 236 Glenwood Apartments Multifamily 237 Georgian Court/Woodside Apartments Multifamily 238 Everhart Place Apartments Multifamily 239 West 34th Self Storage Self Storage 240 Regency Apartments Multifamily 241 Corona Industrial Center Industrial 242 North American/Lazy "R" Manufactured Housing Communities Manufactured Housing 243 Harmony Mobile Home Park Manufactured Housing 244 Dunshire Gardens Apartments (1P) Multifamily 245 Alpine Gardens Apartments (1P) Multifamily 246 Delvale Apartments (1P) Multifamily 247 The Northwest Medical Plaza Shopping Center Retail 248 Kingsley Business Center Industrial 249 OfficeMax Retail 250 Rutherford Place Mixed Use 251 The Woods II Office Buildings Office 252 Greenville Avenue B & G Retail 253 Boulder Ridge Apartments Multifamily 254 Spring Gardens Apartments Multifamily 255 The Admiral Apartments & The Drake Apartments Multifamily 256 Heritage Apartments Multifamily 257 Montgomery Village Executive Plaza Phase I Office 258 Orchard Lake Mini-Storage Self Storage 259 Parker Road Retail Retail 260 Smith Shopping Center Retail 261 Rivermont Park Industrial 262 SecurCare of Colorado Springs Self Storage 263 Free Street Office Building Office 264 Maple Valley Plaza Retail 265 Crestview Apartments Multifamily 266 Cedar Lakes Apartments Multifamily 267 Rose Garden Apartments Multifamily 268 Kmart - Charleston Retail 269 Edelweiss Apartments Multifamily 270 The Wachler Building Mixed Use 271 CTC II Building Industrial 272 Autumn Ridge Apartments Multifamily 273 Diversey & Sheffield Plaza Retail 274 The Pinger Building Mixed Use 275 Elden Professional Building Office 276 Orangetree Apartments Multifamily 277 Silver Cliff Apartments Multifamily 278 Granada Plaza Retail 279 Summitwood Village Apartments Multifamily 280 2221 Lee Road Office Building Office 281 All American Mini Storage Self Storage 282 201 Commonwealth Court Office 283 Olde Oaks Apartments Multifamily 284 Bouganvillas Apartments Multifamily 285 Martin Mobile Home Park Manufactured Housing 286 Ellendale Place Apartments Multifamily 287 Kessel Food Market - Saginaw Retail 288 Talbot Center Retail 289 Circle K Mobile Home Park Manufactured Housing 290 Strawberry Hill Apartments Multifamily 291 McGeordan Apartments Multifamily 292 Camel Toe Plaza Shopping Center Retail 293 Washington Park Offices Office 294 Denway Circle Apartments Multifamily 295 Oxford Village Apartments Multifamily 296 Space Saver #8 Self-Storage Facility Self Storage 297 Food City Retail Center Retail 298 Meadowood I Apartments Multifamily 299 Windy Hill Apartments Multifamily 300 Northgate Plaza Retail 301 Lone Mountain Mobile Home Park Manufactured Housing 302 Ogden Apartments Multifamily 303 Oak Lawn Square Retail 304 Flat Iron Building Office 305 Baymar Apartments Multifamily 306 Texas City Medical Office Building (1Q) Office 307 Hollyvale Apartments (1Q) Multifamily 308 Grandin Village Apartments Multifamily 309 Riverview Estates Mobile Home Park Manufactured Housing 310 Tree Top Apartments Multifamily 311 871 Islington Street Office 312 Westwood Apartments Multifamily 313 Territorial Village (1R) Retail 314 Telshor Tower Plaza (1R) Mixed Use 315 Congress Building Office 316 Continental House Apartments Multifamily 317 Affordable Self Storage Self Storage 318 Iroquois Apartments Multifamily 319 Bay Palm Apartments Multifamily 320 969 & 971 Amsterdam Avenue Multifamily 321 59-15 55th Street Industrial 322 Chesterfield/Eula Apartments Multifamily 323 Carillon Retail Center Retail 324 Pine Street Apartments & Blossom Street Apartments Multifamily 325 Penn State Office Building Office 326 Autumn Run Apartments Multifamily 327 Pullman Park Apartments Multifamily 328 Spanish Oaks Apartments Multifamily 329 Ballenger Manor Apartments Multifamily 330 Allen Avenue Apartments Multifamily 331 Skyline Mall Retail 332 James Road Medical Center Office 333 Rebecca Apartments Multifamily 334 The Homestead Apartments Multifamily 335 Corona Avenue Apartments Multifamily 336 Sandstone Apartments Multifamily 337 Lynn Villa Apartments Multifamily 338 Savannah Apartments Multifamily 339 Vienna Terrace Apartments Multifamily 340 Alexandria Apartments - CO Multifamily 341 Boynton Vista Apartments Multifamily 342 Navarro Crossing Apartments Multifamily 343 Kordis Apartments Multifamily Total/Weighted Average Maximum: Minimum: Units/ Sq. Ft./ Rooms/ Fee Simple/ # Property Name Pads Leasehold Year Built - - ------------- ---- --------- ---------- 1 Oakwood Plaza 885,713 Fee 1994 2 Arbor Lake Club Apartments (1A) 712 Fee 1978 3 The Parkview Apartments - FL (1A) 208 Fee 1987 4 Heron's Cove Apartments (1A) 324 Fee 1973 5 Horizons North Apartments (1A) 276 Fee 1982 6 Herald Center 249,504 Fee 1910 7 Sterling Point Apartments (1B) 922 Fee 1978 8 Sandridge Apartments (1B) 504 Fee 1978 9 Woodscape Apartments (1B) 544 Fee 1979 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 148,971 Fee 1982 11 Stone Fort Land - The Krystal Office Building (1C) 135,625 Fee 1979 12 Stone Fort Land - Riverside Center (1C) 135,000 Fee 1946 13 Stone Fort Land - Harrison Direct Warehouse (1C) 184,700 Fee 1986 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 15,488 Fee 1978 15 Center At The Plant 217,725 Fee 1999 16 The Boardwalk 248 Fee 1977 17 Cherry Creek Retirement Village (1D) 215 Fee 1988 18 Remington Heights Retirement Community (1D) 146 Fee 1986 19 Charles River Center 118,237 Fee 1998 20 Fox Run Shopping Center 242,223 Fee 1990 21 Two University Plaza (1E) 149,504 Fee 1978 22 800-900 Lanidex Plaza (1E) 111,172 Fee 1983 23 140 Littleton Road (1E) 30,213 Fee 1984 24 Embarcadero Corporate Center 99,015 Fee 1970 25 Best Buy Plaza Shopping Center 177,462 Fee 1996 26 Highland Falls Apartments 446 Fee 1971 27 Rancho Ocaso 280 Fee 1998 28 The Court at Deptford II 145,080 Fee/Leasehold 1998 29 Sage Crossing Apartments 588 Fee 1973 30 Crossroads at Buckland Hills 120,133 Fee 1995 31 Deerbrook Crossing Shopping Center 240,220 Fee 1979 32 Sundance Village Apartments 304 Fee 1988 33 Lake Mead Pavilion Shopping Center 115,823 Fee 1998 34 Ontario Plaza 149,775 Fee 1955 35 Cole Spring Plaza 267 Fee 1967 36 Penney's Plaza 163,467 Fee 1982 37 Pines of Westbury 940 Fee 1972 38 Bell Run Plaza 111,581 Fee 1998 39 River Haven Mobile Home Park (1F) 528 Fee 1986 40 Knollwood Estates Mobile Home Park (1F) 161 Fee 1970 41 Colesville Towers 254 Fee 1966 42 North Pointe Apartments 428 Fee 1971 43 Tower Plaza Retail Center 101,793 Fee 1998 44 Mountain View Mobile Home Park 156 Fee 1978 45 The Mosby Building & Apartments 204,005 Fee 1963 46 211 South Gulph Road 102,250 Fee 1954 47 Pinewood Apartments 380 Fee 1972 48 U-Haul - Rusfield (1G) 85,601 Fee 1946 49 U-Haul - San Clemente (1G) 30,996 Fee 1981 50 U-Haul - East Colonial (1G) 32,785 Fee 1955 51 U-Haul - MacArthur Park (1G) 42,174 Fee 1975 52 Park Knolls Apartments 350 Fee 1987 53 Diamond Bar Towne Center 100,342 Fee 1981 54 U-Haul - Dublin (1H) 59,616 Fee 1982 55 U-Haul - Northridge (1H) 44,294 Fee 1996 56 U-Haul - Orange Park (1H) 40,300 Fee 1995 57 U-Haul - Tulsa (1H) 52,450 Fee 1970 58 Cherry Knolls Shopping Center 137,496 Fee 1970 59 333 Sam Houston Office Building 235,645 Fee 1980 60 The Shadowbrook Apartments 256 Fee 1986 61 Delta Fair Shopping Center 156,280 Fee 1987 62 Willow Springs Shopping Center (1I) 55,395 Fee 1981 63 Villa Shopping Center (1I) 28,882 Fee 1978 64 Crystal Gardens Shopping Center (1I) 43,061 Fee 1986 65 Hazelcrest Place 241 Fee 1980 66 BJ's Plaza Shopping Center 135,011 Fee 1991 67 Holiday Inn Express - City Center 195 Fee 1997 68 U-Haul - Margate (1J) 71,400 Fee 1994 69 U-Haul - Copperfield (1J) 42,000 Fee 1995 70 U-Haul - Hampton (1J) 40,538 Fee 1967 71 U-Haul - Lodi (1J) 51,125 Fee 1991 72 Fashion Outlet Center 124,483 Fee 1987 73 Tivoli Apartments 144 Fee 1998 74 Tetra - Chase Texas Bank Center 112,226 Fee 1983 75 1384-1450 Park Avenue (1K) 63,123 Fee 1955 76 Rojacks Supermarket/CVS Pharmacy (1K) 42,860 Fee 1957 77 Trucchi's Supermarket (1K) 45,675 Fee 1947 78 Campus Hills Shopping Center 170,251 Fee 1965 79 Carrollton Place Apartments 84 Fee 1998 80 Welshwood Apartments 225 Fee 1967 81 Summit Square Shopping Center 58,285 Fee 1998 82 Park Ridge Apartments 565 Fee 1979 83 294-306A Harvard Street 25,779 Fee 1938 84 929 Pearl Street (1L) 20,914 Fee 1997 85 2005 Tenth Street (1L) 22,774 Fee 1900 86 Industrial Warehouse 308,640 Fee 1960 87 Mesa Dunes Mobile Home Park 451 Fee 1959 88 Pleasant Hill Executive Park 100,415 Fee 1982 89 Best Western - Stratford Inn 94 Fee 1958 90 Silverside-Carr Corporate Center 69,288 Fee 1991 91 Country Corners Apartments 285 Fee 1971 92 Bell Palm Plaza 80,848 Fee 1992 93 Pleasant Run Apartments 240 Fee 1983 94 Chalet Apartments & Commercial Plaza 246 Fee 1976 95 West Ashley Shoppes Shopping Center 139,006 Fee 1987 96 Hampton Inn - Anchorage 101 Fee 1997 97 Pacific Isle Apartments 138 Fee 1963 98 Sunset Crest Apartments 142 Fee 1965 99 Skyline Apartments 318 Fee 1987 100 Hampton Inn & Suites - Annapolis 117 Fee 1997 101 Carlisle Commerce Center 123,020 Fee 1988 102 Glendale Medical Arts Center 35,944 Fee 1985 103 Batavia Wood Medical Center 61,778 Fee 1979 104 Village Green Plaza Shopping Center 55,850 Fee 1977 105 South Bank Riverwalk Retail 46,704 Fee 1995 106 Pickwick Apartments 152 Fee 1984 107 The Villas of Buena Vista Apartments (1M) 14 Fee 1983 108 The Parkview Apartments - TX (1M) 16 Fee 1969 109 Madras Apartments (1M) 14 Fee 1964 110 Alexandria Apartments - TX (1M) 24 Fee 1955 111 Sandia Park (1M) 20 Fee 1959 112 4300 Travis Apartments (1M) 7 Fee 1979 113 Vista Quarters Condos (1M) 6 Fee 1982 114 3131 Armstrong Condominiums (1M) 10 Fee 1971 115 The Essex (1M) 16 Fee 1959 116 4431 Travis Street Apartments (1M) 7 Fee 1979 117 4432 Buena Vista Apartments (1M) 8 Fee 1963 118 The Annex Apartments (1M) 4 Fee 1940 119 4319 Buena Vista Apartments (1M) 4 Fee 1960 120 The Chase Apartments (1M) 5 Fee 1961 121 Avalon Apartments (1M) 4 Fee 1964 122 Point Breeze Apartments 192 Fee 1971 123 Hidden Oaks Apartments 240 Fee 1979 124 El Monte Shopping Center 99,953 Fee 1971 125 Casa Real Apartments 225 Fee 1986 126 The Plaza Apartments 155 Fee 1972 127 Washington Square Shopping Center 190,397 Fee 1973 128 Beechnut Village Shopping Center 62,795 Fee 1985 129 Anaheim Mobile Estates 229 Fee 1968 130 Westridge Marketplace 128,406 Fee 1985 131 McGehee Park Apartments 228 Fee 1971 132 Cypress Center 46,263 Fee 1985 133 Best Western - Miramar 103 Fee 1984 134 Garden City Tower 170 Fee 1977 135 Tradewinds Apartments 224 Fee 1985 136 Highland Country Estates 235 Fee 1970 137 The Highlands Apartments 184 Fee 1971 138 8800 Roswell Road Office Park 73,929 Fee 1986 139 Turf Mobile Manor 197 Fee 1970 140 Oakwood Village Apartments 204 Fee 1982 141 La Salle Crossing Apartments 232 Fee 1986 142 Wynnewood Greens Apartments 207 Fee 1975 143 Comfort Inn - Augusta 99 Fee 1989 144 220 Jackson Street 21,385 Fee 1911 145 Weis Plaza 118,383 Fee 1975 146 75 Canton Office Park 96,494 Fee 1985 147 Capital Heights Shopping Center (2) 52,700 Fee 1985 148 Emerald Center 74,500 Fee 1986 149 NationsBank Office Building 47,585 Fee 1979 150 Pecos Trail Office Compound, Phase III 31,981 Fee 1991 151 HealthSouth Medical Plaza 33,915 Leasehold 1997 152 Hampton Inn - Louisville 80 Fee 1996 153 Holiday Inn - Augusta 102 Fee 1968 154 Nassau Bay Village Apartments 126 Fee 1965 155 West Knoll Apartments 100 Fee 1964 156 Best Western - San Mateo Los Prados Inn 116 Fee 1969 157 Parkway Shopping Center 76,017 Fee 1986 158 1600 Congress Street/343 Forest Avenue 53,262 Fee/Leasehold 1916 159 Scenic View Apartments 156 Fee 1986 160 Mustang Crossing Apartments 232 Fee 1974 161 Meadow Crossing Apartments 177 Fee 1971 162 Owens Corning Manufacturing Warehouse 215,000 Fee 1967 163 Daley Square 30,192 Fee 1988 164 Old Florida Plaza 100,917 Fee 1985 165 Arrowhead Creekside Center 24,394 Fee 1998 166 Holiday Inn - Clovis 120 Fee 1962 167 3005 Peachtree Road 23,094 Fee 1970 168 Hampton Inn - Columbus East 76 Fee 1994 169 Newport Towers 135 Fee 1973 170 Mont Michel Apartments 157 Fee 1908 171 Soniat House Hotel 33 Fee 1830 172 Fairview Market 53,888 Fee 1997 173 Montclaire Apartments 125 Fee 1981 174 Embassy Building 40,631 Fee 1918 175 Park Terrace Apartments 64 Fee 1981 176 Westheimer Plaza Shopping Center 24,000 Fee 1974 177 129-133 West 29th Street 90,000 Fee 1911 178 Woodspear/Vista Flores Apartments 88 Fee 1979 179 Clarendon CVS 16,570 Fee 1950 180 A Storage Place Phases I & II 98,777 Fee 1969 181 135 Raritan Center Parkway 67,914 Fee 1970 182 The Treasury Center 33,043 Fee 1988 183 Crescent View Apartments 105 Fee 1969 184 Comfort Suites Intercontinental Plaza 57 Fee 1997 185 Cottonwood Medical & Dental Center 26,938 Fee 1991 186 Blue Bell Shopping Center 42,200 Fee 1967 187 Sun Plaza 53,544 Fee 1987 188 Kirkland Business Center 108,272 Fee 1962 189 Colima Plaza 38,884 Fee 1989 190 Kmart - Columbus 94,605 Fee 1975 191 Briarwood Mobile Home Park 144 Fee 1971 192 Ohio Valley Nursing Home 66 Fee 1981 193 Forest Edge Apartments 132 Fee 1978 194 Sonora Crossroads 20,419 Fee 1995 195 Crystal Springs Apartments 100 Fee 1985 196 Chateau Park Apartments 122 Fee 1973 197 Scottsdale Air Park 34,596 Fee 1998 198 Preston Royal Office Park 62,294 Leasehold 1966 199 Regent Place Office Building 42,183 Fee 1981 200 Dale Terrace Apartments 136 Fee 1965 201 Woodside Apartments 194 Fee 1982 202 Virginia Dare Office Building 33,432 Fee 1986 203 Rustic Ridge Apartments 84 Fee 1964 204 Heritage Square Retail Center 41,870 Fee 1984 205 Kessel Food Market - Flushing (1N) 36,000 Fee 1969 206 Kessel Food Market - Grand Blanc (1N) 30,000 Fee 1954 207 178-188 Middle Street 53,565 Fee 1867 208 350 Raritan Center Parkway 80,240 Fee 1979 209 El San Juan Mobile Home Park 169 Fee 1960 210 Meadowood Apartments 44 Leasehold 1989 211 Country Club Corner Retail Center 24,951 Fee 1997 212 Vagabond Apartments 51 Fee 1970 213 Esprit Office Building 29,319 Fee 1983 214 Mission Plaza 25,251 Fee 1994 215 Broussard Village Shopping Center 24,275 Fee 1999 216 Another Attic Self Storage 91,490 Fee 1987 217 Raintree Apartments 72 Fee 1973 218 Jeffco Plaza 69,856 Fee 1986 219 Ramada Inn - Chatsworth 74 Fee 1988 220 Preston Plaza 13,267 Fee 1998 221 U.S. Storage Centers 60,029 Fee 1985 222 Comfort Inn - San Jose 40 Fee 1987 223 A-1 Mini Storage 46,197 Fee 1979 224 Sandpiper Apartments 66 Fee 1973 225 Plantation Xtra Storage 47,799 Fee 1980 226 Perimeter Plaza Shopping Center 41,000 Fee 1991 227 Red Oak Apartments (1O) 38 Fee 1972 228 Diplomat Apartments (1O) 13 Fee 1964 229 Waterston Apartments (1O) 16 Fee 1973 230 Montage Apartments (1O) 14 Fee 1967 231 Melroy Apartments (1O) 12 Fee 1972 232 Envoy Apartments (1O) 10 Fee 1965 233 Sixth & Gass Office Building 15,403 Fee 1992 234 Rancho Los Amigos 103 Fee 1972 235 Savemart Shopping Center 21,160 Fee 1988 236 Glenwood Apartments 60 Fee 1984 237 Georgian Court/Woodside Apartments 129 Fee 1963 238 Everhart Place Apartments 104 Fee 1968 239 West 34th Self Storage 61,395 Fee 1993 240 Regency Apartments 68 Fee 1963 241 Corona Industrial Center 54,000 Fee 1979 242 North American/Lazy "R" Manufactured Housing Communities 156 Fee 1966 243 Harmony Mobile Home Park 124 Fee 1950 244 Dunshire Gardens Apartments (1P) 48 Fee 1977 245 Alpine Gardens Apartments (1P) 23 Fee 1961 246 Delvale Apartments (1P) 39 Fee 1965 247 The Northwest Medical Plaza Shopping Center 51,960 Fee 1976 248 Kingsley Business Center 86,620 Fee 1972 249 OfficeMax 23,500 Fee 1998 250 Rutherford Place 51,280 Fee 1984 251 The Woods II Office Buildings 23,914 Fee 1981 252 Greenville Avenue B & G 13,314 Fee 1935 253 Boulder Ridge Apartments 83 Fee 1974 254 Spring Gardens Apartments 79 Fee 1965 255 The Admiral Apartments & The Drake Apartments 76 Fee 1928 256 Heritage Apartments 42 Fee 1964 257 Montgomery Village Executive Plaza Phase I 42,783 Fee 1981 258 Orchard Lake Mini-Storage 32,310 Fee 1975 259 Parker Road Retail 32,125 Fee 1979 260 Smith Shopping Center 19,455 Fee 1987 261 Rivermont Park 217,783 Fee 1967 262 SecurCare of Colorado Springs 48,895 Fee 1980 263 Free Street Office Building 29,897 Fee 1900 264 Maple Valley Plaza 28,905 Fee 1946 265 Crestview Apartments 63 Fee 1972 266 Cedar Lakes Apartments 103 Fee 1976 267 Rose Garden Apartments 40 Fee 1969 268 Kmart - Charleston 104,000 Leasehold 1971 269 Edelweiss Apartments 50 Fee 1973 270 The Wachler Building 9,587 Fee 1940 271 CTC II Building 19,360 Fee 1996 272 Autumn Ridge Apartments 99 Fee 1971 273 Diversey & Sheffield Plaza 13,192 Fee 1982 274 The Pinger Building 35,750 Fee 1907 275 Elden Professional Building 19,054 Fee 1982 276 Orangetree Apartments 39 Fee 1959 277 Silver Cliff Apartments 89 Fee 1973 278 Granada Plaza 22,900 Fee 1986 279 Summitwood Village Apartments 39 Fee 1989 280 2221 Lee Road Office Building 28,000 Fee 1973 281 All American Mini Storage 54,375 Fee 1984 282 201 Commonwealth Court 13,149 Fee 1986 283 Olde Oaks Apartments 103 Fee 1974 284 Bouganvillas Apartments 23 Fee 1985 285 Martin Mobile Home Park 121 Fee 1942 286 Ellendale Place Apartments 22 Fee 1987 287 Kessel Food Market - Saginaw 35,755 Fee 1960 288 Talbot Center 8,540 Fee 1998 289 Circle K Mobile Home Park 59 Fee 1963 290 Strawberry Hill Apartments 84 Fee 1964 291 McGeordan Apartments 36 Fee 1969 292 Camel Toe Plaza Shopping Center 35,170 Fee 1979 293 Washington Park Offices 26,400 Fee 1981 294 Denway Circle Apartments 64 Fee 1963 295 Oxford Village Apartments 40 Fee 1968 296 Space Saver #8 Self-Storage Facility 35,472 Fee 1978 297 Food City Retail Center 19,738 Fee 1976 298 Meadowood I Apartments 54 Fee 1983 299 Windy Hill Apartments 41 Fee 1970 300 Northgate Plaza 20,592 Fee 1984 301 Lone Mountain Mobile Home Park 51 Fee 1986 302 Ogden Apartments 44 Fee 1904 303 Oak Lawn Square 9,747 Fee 1982 304 Flat Iron Building 30,244 Fee 1928 305 Baymar Apartments 43 Fee 1972 306 Texas City Medical Office Building (1Q) 12,456 Fee 1973 307 Hollyvale Apartments (1Q) 38 Fee 1972 308 Grandin Village Apartments 60 Fee 1947 309 Riverview Estates Mobile Home Park 91 Fee 1968 310 Tree Top Apartments 38 Fee 1966 311 871 Islington Street 24,969 Fee 1910 312 Westwood Apartments 40 Fee 1983 313 Territorial Village (1R) 10,444 Fee 1995 314 Telshor Tower Plaza (1R) 4,485 Fee 1996 315 Congress Building 28,977 Fee 1925 316 Continental House Apartments 44 Fee 1969 317 Affordable Self Storage 45,936 Fee 1973 318 Iroquois Apartments 24 Fee 1926 319 Bay Palm Apartments 22 Fee 1962 320 969 & 971 Amsterdam Avenue 20 Fee 1915 321 59-15 55th Street 11,000 Fee 1986 322 Chesterfield/Eula Apartments 49 Fee 1950 323 Carillon Retail Center 12,683 Fee 1984 324 Pine Street Apartments & Blossom Street Apartments 23 Fee 1940 325 Penn State Office Building 9,998 Fee 1982 326 Autumn Run Apartments 38 Fee 1962 327 Pullman Park Apartments 52 Fee 1986 328 Spanish Oaks Apartments 32 Fee 1969 329 Ballenger Manor Apartments 33 Fee 1961 330 Allen Avenue Apartments 23 Fee 1920 331 Skyline Mall 17,881 Fee 1988 332 James Road Medical Center 9,070 Fee 1984 333 Rebecca Apartments 50 Fee 1961 334 The Homestead Apartments 66 Fee 1922 335 Corona Avenue Apartments 12 Fee 1990 336 Sandstone Apartments 57 Fee 1972 337 Lynn Villa Apartments 36 Fee 1972 338 Savannah Apartments 29 Fee 1965 339 Vienna Terrace Apartments 24 Fee 1964 340 Alexandria Apartments - CO 15 Fee 1945 341 Boynton Vista Apartments 12 Fee 1975 342 Navarro Crossing Apartments 32 Fee 1987 343 Kordis Apartments 15 Fee 1984 ---- Total/Weighted Average 1977 ==== Maximum: 1999 Minimum: 1830 # Property Name Year Renovated - - ------------- -------------- 1 Oakwood Plaza 1997 2 Arbor Lake Club Apartments (1A) 1990 3 The Parkview Apartments - FL (1A) N/A 4 Heron's Cove Apartments (1A) 1997 5 Horizons North Apartments (1A) N/A 6 Herald Center 1985 7 Sterling Point Apartments (1B) 1997 8 Sandridge Apartments (1B) 1994 9 Woodscape Apartments (1B) 1997 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) N/A 11 Stone Fort Land - The Krystal Office Building (1C) N/A 12 Stone Fort Land - Riverside Center (1C) 1997 13 Stone Fort Land - Harrison Direct Warehouse (1C) N/A 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) N/A 15 Center At The Plant N/A 16 The Boardwalk 1996 17 Cherry Creek Retirement Village (1D) 1989 18 Remington Heights Retirement Community (1D) 1999 19 Charles River Center N/A 20 Fox Run Shopping Center 1994 21 Two University Plaza (1E) 1994 22 800-900 Lanidex Plaza (1E) N/A 23 140 Littleton Road (1E) N/A 24 Embarcadero Corporate Center 1997 25 Best Buy Plaza Shopping Center N/A 26 Highland Falls Apartments 1998 27 Rancho Ocaso N/A 28 The Court at Deptford II N/A 29 Sage Crossing Apartments 1998 30 Crossroads at Buckland Hills N/A 31 Deerbrook Crossing Shopping Center 1996 32 Sundance Village Apartments 1990 33 Lake Mead Pavilion Shopping Center N/A 34 Ontario Plaza 1998 35 Cole Spring Plaza 1992 36 Penney's Plaza 1995 37 Pines of Westbury 1996 38 Bell Run Plaza N/A 39 River Haven Mobile Home Park (1F) 1996 40 Knollwood Estates Mobile Home Park (1F) 1992 41 Colesville Towers 1989 42 North Pointe Apartments 1994 43 Tower Plaza Retail Center N/A 44 Mountain View Mobile Home Park N/A 45 The Mosby Building & Apartments 1987 46 211 South Gulph Road 1998 47 Pinewood Apartments N/A 48 U-Haul - Rusfield (1G) 1989 49 U-Haul - San Clemente (1G) N/A 50 U-Haul - East Colonial (1G) 1982 51 U-Haul - MacArthur Park (1G) N/A 52 Park Knolls Apartments N/A 53 Diamond Bar Towne Center N/A 54 U-Haul - Dublin (1H) 1993 55 U-Haul - Northridge (1H) N/A 56 U-Haul - Orange Park (1H) N/A 57 U-Haul - Tulsa (1H) 1995 58 Cherry Knolls Shopping Center 1987 59 333 Sam Houston Office Building N/A 60 The Shadowbrook Apartments N/A 61 Delta Fair Shopping Center N/A 62 Willow Springs Shopping Center (1I) 1993 63 Villa Shopping Center (1I) N/A 64 Crystal Gardens Shopping Center (1I) N/A 65 Hazelcrest Place 1994 66 BJ's Plaza Shopping Center N/A 67 Holiday Inn Express - City Center N/A 68 U-Haul - Margate (1J) N/A 69 U-Haul - Copperfield (1J) N/A 70 U-Haul - Hampton (1J) 1998 71 U-Haul - Lodi (1J) 1995 72 Fashion Outlet Center 1998 73 Tivoli Apartments N/A 74 Tetra - Chase Texas Bank Center N/A 75 1384-1450 Park Avenue (1K) 1990 76 Rojacks Supermarket/CVS Pharmacy (1K) 1996 77 Trucchi's Supermarket (1K) 1992 78 Campus Hills Shopping Center 1999 79 Carrollton Place Apartments N/A 80 Welshwood Apartments 1995 81 Summit Square Shopping Center N/A 82 Park Ridge Apartments 1996 83 294-306A Harvard Street 1998 84 929 Pearl Street (1L) N/A 85 2005 Tenth Street (1L) 1995 86 Industrial Warehouse 1996 87 Mesa Dunes Mobile Home Park 1992 88 Pleasant Hill Executive Park N/A 89 Best Western - Stratford Inn 1983 90 Silverside-Carr Corporate Center N/A 91 Country Corners Apartments 1980 92 Bell Palm Plaza N/A 93 Pleasant Run Apartments N/A 94 Chalet Apartments & Commercial Plaza N/A 95 West Ashley Shoppes Shopping Center 1990 96 Hampton Inn - Anchorage N/A 97 Pacific Isle Apartments 1992 98 Sunset Crest Apartments 1995 99 Skyline Apartments N/A 100 Hampton Inn & Suites - Annapolis N/A 101 Carlisle Commerce Center N/A 102 Glendale Medical Arts Center N/A 103 Batavia Wood Medical Center 1996 104 Village Green Plaza Shopping Center 1996 105 South Bank Riverwalk Retail N/A 106 Pickwick Apartments N/A 107 The Villas of Buena Vista Apartments (1M) N/A 108 The Parkview Apartments - TX (1M) N/A 109 Madras Apartments (1M) N/A 110 Alexandria Apartments - TX (1M) N/A 111 Sandia Park (1M) N/A 112 4300 Travis Apartments (1M) 1998 113 Vista Quarters Condos (1M) N/A 114 3131 Armstrong Condominiums (1M) 1996 115 The Essex (1M) N/A 116 4431 Travis Street Apartments (1M) N/A 117 4432 Buena Vista Apartments (1M) N/A 118 The Annex Apartments (1M) 1997 119 4319 Buena Vista Apartments (1M) N/A 120 The Chase Apartments (1M) N/A 121 Avalon Apartments (1M) N/A 122 Point Breeze Apartments 1996 123 Hidden Oaks Apartments 1981 124 El Monte Shopping Center 1998 125 Casa Real Apartments N/A 126 The Plaza Apartments 1998 127 Washington Square Shopping Center N/A 128 Beechnut Village Shopping Center N/A 129 Anaheim Mobile Estates N/A 130 Westridge Marketplace 1989 131 McGehee Park Apartments N/A 132 Cypress Center N/A 133 Best Western - Miramar 1996 134 Garden City Tower 1994 135 Tradewinds Apartments N/A 136 Highland Country Estates N/A 137 The Highlands Apartments 1997 138 8800 Roswell Road Office Park N/A 139 Turf Mobile Manor N/A 140 Oakwood Village Apartments 1997 141 La Salle Crossing Apartments N/A 142 Wynnewood Greens Apartments N/A 143 Comfort Inn - Augusta N/A 144 220 Jackson Street 1997 145 Weis Plaza 1996 146 75 Canton Office Park N/A 147 Capital Heights Shopping Center (2) N/A 148 Emerald Center N/A 149 NationsBank Office Building N/A 150 Pecos Trail Office Compound, Phase III N/A 151 HealthSouth Medical Plaza N/A 152 Hampton Inn - Louisville N/A 153 Holiday Inn - Augusta 1993 154 Nassau Bay Village Apartments 1998 155 West Knoll Apartments 1992 156 Best Western - San Mateo Los Prados Inn 1994 157 Parkway Shopping Center N/A 158 1600 Congress Street/343 Forest Avenue 1998 159 Scenic View Apartments N/A 160 Mustang Crossing Apartments 1996 161 Meadow Crossing Apartments 1998 162 Owens Corning Manufacturing Warehouse 1995 163 Daley Square N/A 164 Old Florida Plaza N/A 165 Arrowhead Creekside Center N/A 166 Holiday Inn - Clovis 1996 167 3005 Peachtree Road 1998 168 Hampton Inn - Columbus East 1998 169 Newport Towers N/A 170 Mont Michel Apartments 1996 171 Soniat House Hotel 1995 172 Fairview Market 1998 173 Montclaire Apartments 1994 174 Embassy Building 1997 175 Park Terrace Apartments 1993 176 Westheimer Plaza Shopping Center N/A 177 129-133 West 29th Street N/A 178 Woodspear/Vista Flores Apartments 1984 179 Clarendon CVS 1995 180 A Storage Place Phases I & II 1986 181 135 Raritan Center Parkway 1983 182 The Treasury Center N/A 183 Crescent View Apartments 1998 184 Comfort Suites Intercontinental Plaza N/A 185 Cottonwood Medical & Dental Center N/A 186 Blue Bell Shopping Center 1992 187 Sun Plaza 1998 188 Kirkland Business Center N/A 189 Colima Plaza N/A 190 Kmart - Columbus 1997 191 Briarwood Mobile Home Park N/A 192 Ohio Valley Nursing Home 1998 193 Forest Edge Apartments 1996 194 Sonora Crossroads N/A 195 Crystal Springs Apartments N/A 196 Chateau Park Apartments 1993 197 Scottsdale Air Park N/A 198 Preston Royal Office Park 1994 199 Regent Place Office Building 1988 200 Dale Terrace Apartments 1988 201 Woodside Apartments N/A 202 Virginia Dare Office Building N/A 203 Rustic Ridge Apartments 1987 204 Heritage Square Retail Center N/A 205 Kessel Food Market - Flushing (1N) 1990 206 Kessel Food Market - Grand Blanc (1N) 1987 207 178-188 Middle Street 1988 208 350 Raritan Center Parkway N/A 209 El San Juan Mobile Home Park 1979 210 Meadowood Apartments N/A 211 Country Club Corner Retail Center N/A 212 Vagabond Apartments N/A 213 Esprit Office Building 1996 214 Mission Plaza N/A 215 Broussard Village Shopping Center N/A 216 Another Attic Self Storage 1997 217 Raintree Apartments 1997 218 Jeffco Plaza N/A 219 Ramada Inn - Chatsworth N/A 220 Preston Plaza N/A 221 U.S. Storage Centers N/A 222 Comfort Inn - San Jose N/A 223 A-1 Mini Storage 1993 224 Sandpiper Apartments 1975 225 Plantation Xtra Storage 1992 226 Perimeter Plaza Shopping Center 1997 227 Red Oak Apartments (1O) 1996 228 Diplomat Apartments (1O) 1996 229 Waterston Apartments (1O) 1997 230 Montage Apartments (1O) 1998 231 Melroy Apartments (1O) 1996 232 Envoy Apartments (1O) 1997 233 Sixth & Gass Office Building N/A 234 Rancho Los Amigos N/A 235 Savemart Shopping Center N/A 236 Glenwood Apartments 1999 237 Georgian Court/Woodside Apartments 1971 238 Everhart Place Apartments 1998 239 West 34th Self Storage N/A 240 Regency Apartments 1997 241 Corona Industrial Center N/A 242 North American/Lazy "R" Manufactured Housing Communities 1970 243 Harmony Mobile Home Park 1965 244 Dunshire Gardens Apartments (1P) N/A 245 Alpine Gardens Apartments (1P) N/A 246 Delvale Apartments (1P) N/A 247 The Northwest Medical Plaza Shopping Center 1990 248 Kingsley Business Center 1997 249 OfficeMax N/A 250 Rutherford Place N/A 251 The Woods II Office Buildings 1991 252 Greenville Avenue B & G 1998 253 Boulder Ridge Apartments 1995 254 Spring Gardens Apartments 1997 255 The Admiral Apartments & The Drake Apartments 1940 256 Heritage Apartments N/A 257 Montgomery Village Executive Plaza Phase I N/A 258 Orchard Lake Mini-Storage 1991 259 Parker Road Retail 1993 260 Smith Shopping Center N/A 261 Rivermont Park 1974 262 SecurCare of Colorado Springs 1996 263 Free Street Office Building 1984 264 Maple Valley Plaza 1989 265 Crestview Apartments N/A 266 Cedar Lakes Apartments N/A 267 Rose Garden Apartments N/A 268 Kmart - Charleston 1998 269 Edelweiss Apartments 1995 270 The Wachler Building 1987 271 CTC II Building N/A 272 Autumn Ridge Apartments 1997 273 Diversey & Sheffield Plaza N/A 274 The Pinger Building 1990 275 Elden Professional Building 1998 276 Orangetree Apartments 1993 277 Silver Cliff Apartments 1997 278 Granada Plaza N/A 279 Summitwood Village Apartments N/A 280 2221 Lee Road Office Building 1994 281 All American Mini Storage 1995 282 201 Commonwealth Court 1997 283 Olde Oaks Apartments 1992 284 Bouganvillas Apartments 1994 285 Martin Mobile Home Park 1997 286 Ellendale Place Apartments N/A 287 Kessel Food Market - Saginaw 1988 288 Talbot Center N/A 289 Circle K Mobile Home Park N/A 290 Strawberry Hill Apartments N/A 291 McGeordan Apartments 1998 292 Camel Toe Plaza Shopping Center N/A 293 Washington Park Offices N/A 294 Denway Circle Apartments N/A 295 Oxford Village Apartments 1995 296 Space Saver #8 Self-Storage Facility 1997 297 Food City Retail Center 1998 298 Meadowood I Apartments N/A 299 Windy Hill Apartments 1991 300 Northgate Plaza N/A 301 Lone Mountain Mobile Home Park N/A 302 Ogden Apartments 1990 303 Oak Lawn Square 1997 304 Flat Iron Building 1986 305 Baymar Apartments 1988 306 Texas City Medical Office Building (1Q) 1998 307 Hollyvale Apartments (1Q) 1998 308 Grandin Village Apartments 1988 309 Riverview Estates Mobile Home Park 1997 310 Tree Top Apartments N/A 311 871 Islington Street 1985 312 Westwood Apartments N/A 313 Territorial Village (1R) N/A 314 Telshor Tower Plaza (1R) N/A 315 Congress Building 1998 316 Continental House Apartments 1986 317 Affordable Self Storage 1978 318 Iroquois Apartments 1997 319 Bay Palm Apartments 1998 320 969 & 971 Amsterdam Avenue 1997 321 59-15 55th Street 1995 322 Chesterfield/Eula Apartments 1995 323 Carillon Retail Center N/A 324 Pine Street Apartments & Blossom Street Apartments 1970 325 Penn State Office Building 1997 326 Autumn Run Apartments 1998 327 Pullman Park Apartments N/A 328 Spanish Oaks Apartments 1997 329 Ballenger Manor Apartments N/A 330 Allen Avenue Apartments 1998 331 Skyline Mall 1998 332 James Road Medical Center N/A 333 Rebecca Apartments 1992 334 The Homestead Apartments 1970 335 Corona Avenue Apartments 1996 336 Sandstone Apartments N/A 337 Lynn Villa Apartments 1996 338 Savannah Apartments 1995 339 Vienna Terrace Apartments 1995 340 Alexandria Apartments - CO 1997 341 Boynton Vista Apartments 1994 342 Navarro Crossing Apartments N/A 343 Kordis Apartments 1993 Total/Weighted Average 1993 Maximum: 1999 Minimum: 1940 Occupancy # Property Name Rate at U/W (3) Appraised Value - - ------------- --------------- --------------- 1 Oakwood Plaza 96% $85,600,000 2 Arbor Lake Club Apartments (1A) 94% 37,900,000 3 The Parkview Apartments - FL (1A) 97% 12,000,000 4 Heron's Cove Apartments (1A) 98% 12,700,000 5 Horizons North Apartments (1A) 92% 12,700,000 6 Herald Center 100% 75,000,000 7 Sterling Point Apartments (1B) 96% 29,250,000 8 Sandridge Apartments (1B) 95% 21,000,000 9 Woodscape Apartments (1B) 96% 13,600,000 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 88% 19,275,000 11 Stone Fort Land - The Krystal Office Building (1C) 86% 13,360,000 12 Stone Fort Land - Riverside Center (1C) 99% 11,000,000 13 Stone Fort Land - Harrison Direct Warehouse (1C) 100% 4,600,000 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 100% 2,050,000 15 Center At The Plant 99% 43,000,000 16 The Boardwalk 96% 34,000,000 17 Cherry Creek Retirement Village (1D) 98% 22,500,000 18 Remington Heights Retirement Community (1D) 93% 11,000,000 19 Charles River Center 100% 30,000,000 20 Fox Run Shopping Center 97% 30,000,000 21 Two University Plaza (1E) 94% 16,800,000 22 800-900 Lanidex Plaza (1E) 95% 14,000,000 23 140 Littleton Road (1E) 94% 3,225,000 24 Embarcadero Corporate Center 98% 33,000,000 25 Best Buy Plaza Shopping Center 93% 28,000,000 26 Highland Falls Apartments 95% 27,400,000 27 Rancho Ocaso 95% 19,800,000 28 The Court at Deptford II 100% 19,400,000 29 Sage Crossing Apartments 94% 19,100,000 30 Crossroads at Buckland Hills 94% 18,850,000 31 Deerbrook Crossing Shopping Center 96% 18,150,000 32 Sundance Village Apartments 93% 17,500,000 33 Lake Mead Pavilion Shopping Center 100% 18,200,000 34 Ontario Plaza 88% 17,300,000 35 Cole Spring Plaza 99% 16,800,000 36 Penney's Plaza 99% 19,500,000 37 Pines of Westbury 88% 18,100,000 38 Bell Run Plaza 100% 16,000,000 39 River Haven Mobile Home Park (1F) 99% 12,600,000 40 Knollwood Estates Mobile Home Park (1F) 98% 3,500,000 41 Colesville Towers 97% 18,400,000 42 North Pointe Apartments 92% 14,900,000 43 Tower Plaza Retail Center 98% 14,500,000 44 Mountain View Mobile Home Park 97% 13,800,000 45 The Mosby Building & Apartments 97% 13,800,000 46 211 South Gulph Road 100% 14,000,000 47 Pinewood Apartments 92% 13,250,000 48 U-Haul - Rusfield (1G) 100% 5,900,000 49 U-Haul - San Clemente (1G) 96% 3,840,000 50 U-Haul - East Colonial (1G) 97% 2,560,000 51 U-Haul - MacArthur Park (1G) 86% 1,600,000 52 Park Knolls Apartments 96% 14,700,000 53 Diamond Bar Towne Center 98% 13,350,000 54 U-Haul - Dublin (1H) 90% 5,000,000 55 U-Haul - Northridge (1H) 96% 4,070,000 56 U-Haul - Orange Park (1H) 74% 2,950,000 57 U-Haul - Tulsa (1H) 98% 2,940,000 58 Cherry Knolls Shopping Center 98% 12,800,000 59 333 Sam Houston Office Building 89% 16,700,000 60 The Shadowbrook Apartments 94% 11,685,000 61 Delta Fair Shopping Center 93% 12,000,000 62 Willow Springs Shopping Center (1I) 96% 6,900,000 63 Villa Shopping Center (1I) 100% 3,450,000 64 Crystal Gardens Shopping Center (1I) 75% 2,800,000 65 Hazelcrest Place 100% 11,500,000 66 BJ's Plaza Shopping Center 99% 11,300,000 67 Holiday Inn Express - City Center N/A 21,400,000 68 U-Haul - Margate (1J) 77% 5,000,000 69 U-Haul - Copperfield (1J) 93% 2,890,000 70 U-Haul - Hampton (1J) 73% 2,700,000 71 U-Haul - Lodi (1J) 95% 2,700,000 72 Fashion Outlet Center 100% 13,300,000 73 Tivoli Apartments 99% 11,100,000 74 Tetra - Chase Texas Bank Center 94% 11,750,000 75 1384-1450 Park Avenue (1K) 100% 5,260,000 76 Rojacks Supermarket/CVS Pharmacy (1K) 100% 2,880,000 77 Trucchi's Supermarket (1K) 100% 2,170,000 78 Campus Hills Shopping Center 97% 10,400,000 79 Carrollton Place Apartments 99% 9,800,000 80 Welshwood Apartments 94% 10,400,000 81 Summit Square Shopping Center 96% 12,000,000 82 Park Ridge Apartments 95% 10,000,000 83 294-306A Harvard Street 100% 10,000,000 84 929 Pearl Street (1L) 100% 5,400,000 85 2005 Tenth Street (1L) 100% 4,400,000 86 Industrial Warehouse 100% 9,600,000 87 Mesa Dunes Mobile Home Park 94% 10,090,000 88 Pleasant Hill Executive Park 94% 11,000,000 89 Best Western - Stratford Inn N/A 11,400,000 90 Silverside-Carr Corporate Center 100% 9,800,000 91 Country Corners Apartments 94% 9,000,000 92 Bell Palm Plaza 97% 9,400,000 93 Pleasant Run Apartments 99% 8,500,000 94 Chalet Apartments & Commercial Plaza 95% 8,700,000 95 West Ashley Shoppes Shopping Center 98% 8,100,000 96 Hampton Inn - Anchorage N/A 10,000,000 97 Pacific Isle Apartments 97% 8,500,000 98 Sunset Crest Apartments 96% 8,600,000 99 Skyline Apartments 91% 8,100,000 100 Hampton Inn & Suites - Annapolis N/A 9,500,000 101 Carlisle Commerce Center 100% 8,200,000 102 Glendale Medical Arts Center 100% 8,350,000 103 Batavia Wood Medical Center 88% 8,500,000 104 Village Green Plaza Shopping Center 100% 7,550,000 105 South Bank Riverwalk Retail 100% 14,380,000 106 Pickwick Apartments 98% 6,800,000 107 The Villas of Buena Vista Apartments (1M) 93% 1,100,000 108 The Parkview Apartments - TX (1M) 94% 665,000 109 Madras Apartments (1M) 86% 645,000 110 Alexandria Apartments - TX (1M) 100% 610,000 111 Sandia Park (1M) 85% 574,000 112 4300 Travis Apartments (1M) 100% 535,000 113 Vista Quarters Condos (1M) 100% 450,000 114 3131 Armstrong Condominiums (1M) 100% 440,000 115 The Essex (1M) 100% 462,000 116 4431 Travis Street Apartments (1M) 100% 290,000 117 4432 Buena Vista Apartments (1M) 100% 265,000 118 The Annex Apartments (1M) 100% 235,000 119 4319 Buena Vista Apartments (1M) 100% 170,000 120 The Chase Apartments (1M) 100% 170,000 121 Avalon Apartments (1M) 100% 180,000 122 Point Breeze Apartments 90% 7,350,000 123 Hidden Oaks Apartments 87% 6,650,000 124 El Monte Shopping Center 100% 6,745,000 125 Casa Real Apartments 86% 7,780,000 126 The Plaza Apartments 98% 6,600,000 127 Washington Square Shopping Center 99% 7,000,000 128 Beechnut Village Shopping Center 92% 6,600,000 129 Anaheim Mobile Estates 100% 13,140,000 130 Westridge Marketplace 100% 6,350,000 131 McGehee Park Apartments 95% 6,600,000 132 Cypress Center 86% 8,400,000 133 Best Western - Miramar N/A 6,475,000 134 Garden City Tower 99% 6,700,000 135 Tradewinds Apartments 98% 6,000,000 136 Highland Country Estates 100% 6,130,000 137 The Highlands Apartments 94% 5,900,000 138 8800 Roswell Road Office Park 100% 6,600,000 139 Turf Mobile Manor 99% 5,850,000 140 Oakwood Village Apartments 96% 5,300,000 141 La Salle Crossing Apartments 85% 5,500,000 142 Wynnewood Greens Apartments 97% 6,100,000 143 Comfort Inn - Augusta N/A 6,370,000 144 220 Jackson Street 100% 5,900,000 145 Weis Plaza 96% 5,200,000 146 75 Canton Office Park 99% 5,000,000 147 Capital Heights Shopping Center (2) 100% 5,200,000 148 Emerald Center 90% 5,200,000 149 NationsBank Office Building 100% 4,750,000 150 Pecos Trail Office Compound, Phase III 97% 5,220,000 151 HealthSouth Medical Plaza 100% 4,930,000 152 Hampton Inn - Louisville N/A 5,900,000 153 Holiday Inn - Augusta N/A 5,800,000 154 Nassau Bay Village Apartments 94% 5,000,000 155 West Knoll Apartments 98% 4,500,000 156 Best Western - San Mateo Los Prados Inn N/A 11,300,000 157 Parkway Shopping Center 96% 6,350,000 158 1600 Congress Street/343 Forest Avenue 100% 5,100,000 159 Scenic View Apartments 97% 4,600,000 160 Mustang Crossing Apartments 96% 4,600,000 161 Meadow Crossing Apartments 94% 4,400,000 162 Owens Corning Manufacturing Warehouse 100% 4,950,000 163 Daley Square 95% 4,400,000 164 Old Florida Plaza 99% 4,400,000 165 Arrowhead Creekside Center 100% 4,365,000 166 Holiday Inn - Clovis N/A 5,150,000 167 3005 Peachtree Road 77% 5,000,000 168 Hampton Inn - Columbus East N/A 4,700,000 169 Newport Towers 94% 4,000,000 170 Mont Michel Apartments 99% 4,560,000 171 Soniat House Hotel N/A 5,100,000 172 Fairview Market 95% 4,775,000 173 Montclaire Apartments 98% 4,260,000 174 Embassy Building 96% 4,660,000 175 Park Terrace Apartments 97% 3,900,000 176 Westheimer Plaza Shopping Center 100% 4,000,000 177 129-133 West 29th Street 88% 5,400,000 178 Woodspear/Vista Flores Apartments 100% 4,300,000 179 Clarendon CVS 76% 4,100,000 180 A Storage Place Phases I & II 82% 3,900,000 181 135 Raritan Center Parkway 100% 4,500,000 182 The Treasury Center 96% 3,950,000 183 Crescent View Apartments 92% 3,680,000 184 Comfort Suites Intercontinental Plaza N/A 3,800,000 185 Cottonwood Medical & Dental Center 100% 3,850,000 186 Blue Bell Shopping Center 100% 3,400,000 187 Sun Plaza 93% 4,400,000 188 Kirkland Business Center 91% 5,325,000 189 Colima Plaza 83% 4,100,000 190 Kmart - Columbus 100% 3,700,000 191 Briarwood Mobile Home Park 99% 3,315,000 192 Ohio Valley Nursing Home 95% 4,000,000 193 Forest Edge Apartments 98% 3,400,000 194 Sonora Crossroads 100% 3,300,000 195 Crystal Springs Apartments 99% 4,700,000 196 Chateau Park Apartments 98% 3,390,000 197 Scottsdale Air Park 100% 3,400,000 198 Preston Royal Office Park 99% 4,700,000 199 Regent Place Office Building 96% 3,600,000 200 Dale Terrace Apartments 94% 3,600,000 201 Woodside Apartments 79% 3,310,000 202 Virginia Dare Office Building 97% 3,400,000 203 Rustic Ridge Apartments 93% 3,075,000 204 Heritage Square Retail Center 100% 3,200,000 205 Kessel Food Market - Flushing (1N) 100% 1,720,000 206 Kessel Food Market - Grand Blanc (1N) 100% 1,430,000 207 178-188 Middle Street 100% 3,450,000 208 350 Raritan Center Parkway 100% 3,200,000 209 El San Juan Mobile Home Park 98% 3,690,000 210 Meadowood Apartments 100% 3,200,000 211 Country Club Corner Retail Center 89% 3,300,000 212 Vagabond Apartments 100% 3,070,000 213 Esprit Office Building 100% 3,200,000 214 Mission Plaza 100% 3,230,000 215 Broussard Village Shopping Center 83% 3,075,000 216 Another Attic Self Storage 88% 3,000,000 217 Raintree Apartments 96% 2,750,000 218 Jeffco Plaza 100% 3,000,000 219 Ramada Inn - Chatsworth N/A 3,380,000 220 Preston Plaza 100% 2,800,000 221 U.S. Storage Centers 98% 2,720,000 222 Comfort Inn - San Jose N/A 4,070,000 223 A-1 Mini Storage 89% 3,300,000 224 Sandpiper Apartments 100% 2,550,000 225 Plantation Xtra Storage 92% 3,400,000 226 Perimeter Plaza Shopping Center 100% 2,660,000 227 Red Oak Apartments (1O) 97% 1,080,000 228 Diplomat Apartments (1O) 100% 500,000 229 Waterston Apartments (1O) 100% 495,000 230 Montage Apartments (1O) 100% 425,000 231 Melroy Apartments (1O) 100% 375,000 232 Envoy Apartments (1O) 100% 280,000 233 Sixth & Gass Office Building 100% 2,750,000 234 Rancho Los Amigos 97% 2,500,000 235 Savemart Shopping Center 95% 2,650,000 236 Glenwood Apartments 100% 2,400,000 237 Georgian Court/Woodside Apartments 93% 2,345,000 238 Everhart Place Apartments 99% 2,300,000 239 West 34th Self Storage 88% 2,450,000 240 Regency Apartments 100% 3,110,000 241 Corona Industrial Center 100% 2,250,000 242 North American/Lazy "R" Manufactured Housing Communities 98% 2,270,000 243 Harmony Mobile Home Park 98% 2,400,000 244 Dunshire Gardens Apartments (1P) 96% 1,325,000 245 Alpine Gardens Apartments (1P) 96% 500,000 246 Delvale Apartments (1P) 92% 740,000 247 The Northwest Medical Plaza Shopping Center 77% 2,400,000 248 Kingsley Business Center 97% 2,700,000 249 OfficeMax 100% 2,900,000 250 Rutherford Place 100% 3,150,000 251 The Woods II Office Buildings 100% 2,300,000 252 Greenville Avenue B & G 100% 2,250,000 253 Boulder Ridge Apartments 96% 2,300,000 254 Spring Gardens Apartments 96% 2,300,000 255 The Admiral Apartments & The Drake Apartments 95% 2,230,000 256 Heritage Apartments 95% 1,975,000 257 Montgomery Village Executive Plaza Phase I 100% 3,200,000 258 Orchard Lake Mini-Storage 98% 2,110,000 259 Parker Road Retail 100% 2,600,000 260 Smith Shopping Center 100% 2,000,000 261 Rivermont Park 80% 4,800,000 262 SecurCare of Colorado Springs 85% 1,950,000 263 Free Street Office Building 100% 2,300,000 264 Maple Valley Plaza 95% 2,040,000 265 Crestview Apartments 98% 1,950,000 266 Cedar Lakes Apartments 91% 1,940,000 267 Rose Garden Apartments 100% 2,060,000 268 Kmart - Charleston 100% 1,980,000 269 Edelweiss Apartments 96% 1,950,000 270 The Wachler Building 100% 2,100,000 271 CTC II Building 100% 1,750,000 272 Autumn Ridge Apartments 98% 1,870,000 273 Diversey & Sheffield Plaza 100% 1,790,000 274 The Pinger Building 100% 1,740,000 275 Elden Professional Building 97% 2,100,000 276 Orangetree Apartments 100% 1,640,000 277 Silver Cliff Apartments 97% 1,850,000 278 Granada Plaza 80% 2,000,000 279 Summitwood Village Apartments 100% 1,700,000 280 2221 Lee Road Office Building 100% 1,760,000 281 All American Mini Storage 88% 2,100,000 282 201 Commonwealth Court 100% 1,620,000 283 Olde Oaks Apartments 93% 1,490,000 284 Bouganvillas Apartments 100% 1,350,000 285 Martin Mobile Home Park 98% 1,350,000 286 Ellendale Place Apartments 100% 1,360,000 287 Kessel Food Market - Saginaw 100% 1,360,000 288 Talbot Center 100% 1,400,000 289 Circle K Mobile Home Park 100% 1,300,000 290 Strawberry Hill Apartments 100% 1,300,000 291 McGeordan Apartments 100% 1,300,000 292 Camel Toe Plaza Shopping Center 100% 1,300,000 293 Washington Park Offices 100% 2,050,000 294 Denway Circle Apartments 91% 1,430,000 295 Oxford Village Apartments 98% 1,280,000 296 Space Saver #8 Self-Storage Facility 99% 1,300,000 297 Food City Retail Center 100% 1,300,000 298 Meadowood I Apartments 100% 1,200,000 299 Windy Hill Apartments 98% 1,200,000 300 Northgate Plaza 95% 1,400,000 301 Lone Mountain Mobile Home Park 98% 1,530,000 302 Ogden Apartments 100% 1,325,000 303 Oak Lawn Square 100% 1,270,000 304 Flat Iron Building 88% 2,100,000 305 Baymar Apartments 100% 1,200,000 306 Texas City Medical Office Building (1Q) 100% 825,000 307 Hollyvale Apartments (1Q) 100% 505,000 308 Grandin Village Apartments 92% 1,300,000 309 Riverview Estates Mobile Home Park 100% 1,150,000 310 Tree Top Apartments 95% 1,000,000 311 871 Islington Street 92% 1,250,000 312 Westwood Apartments 100% 1,100,000 313 Territorial Village (1R) 100% 780,000 314 Telshor Tower Plaza (1R) 100% 380,000 315 Congress Building 98% 1,500,000 316 Continental House Apartments 91% 920,000 317 Affordable Self Storage 94% 1,100,000 318 Iroquois Apartments 100% 860,000 319 Bay Palm Apartments 100% 900,000 320 969 & 971 Amsterdam Avenue 100% 1,275,000 321 59-15 55th Street 100% 880,000 322 Chesterfield/Eula Apartments 96% 1,000,000 323 Carillon Retail Center 100% 975,000 324 Pine Street Apartments & Blossom Street Apartments 96% 1,080,000 325 Penn State Office Building 100% 915,000 326 Autumn Run Apartments 87% 840,000 327 Pullman Park Apartments 98% 750,000 328 Spanish Oaks Apartments 100% 870,000 329 Ballenger Manor Apartments 94% 760,000 330 Allen Avenue Apartments 96% 800,000 331 Skyline Mall 93% 1,000,000 332 James Road Medical Center 92% 870,000 333 Rebecca Apartments 84% 700,000 334 The Homestead Apartments 100% 870,000 335 Corona Avenue Apartments 100% 725,000 336 Sandstone Apartments 96% 620,000 337 Lynn Villa Apartments 100% 600,000 338 Savannah Apartments 100% 550,000 339 Vienna Terrace Apartments 92% 520,000 340 Alexandria Apartments - CO 100% 550,000 341 Boynton Vista Apartments 100% 430,000 342 Navarro Crossing Apartments 88% 425,000 343 Kordis Apartments 93% 535,000 ---- -------------- Total/Weighted Average 96% $2,149,921,000 ==== ============== Maximum: 100% $85,600,000 Minimum: 73% $170,000 Cut-Off Date Maturity/ARD Maturity/ARD # Property Name LTV Ratio (4) Balance LTV Ratio (4)(5) - - ------------- ------------- ------------- ----------------- 1 Oakwood Plaza 79.4% $61,167,306 71.5% 2 Arbor Lake Club Apartments (1A) 77.0% 26,850,752 68.7% 3 The Parkview Apartments - FL (1A) 77.0% 8,519,093 68.7% 4 Heron's Cove Apartments (1A) 77.0% 8,474,491 68.7% 5 Horizons North Apartments (1A) 77.0% 7,894,656 68.7% 6 Herald Center 66.6% 44,473,516 59.3% 7 Sterling Point Apartments (1B) 72.0% 18,256,835 63.3% 8 Sandridge Apartments (1B) 72.0% 13,284,494 63.3% 9 Woodscape Apartments (1B) 72.0% 8,896,922 63.3% 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 71.9% 11,794,809 63.5% 11 Stone Fort Land - The Krystal Office Building (1C) 71.9% 8,175,286 63.5% 12 Stone Fort Land - Riverside Center (1C) 71.9% 7,518,258 63.5% 13 Stone Fort Land - Harrison Direct Warehouse (1C) 71.9% 3,249,611 63.5% 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 71.9% 1,170,920 63.5% 15 Center At The Plant 74.3% 28,463,250 66.2% 16 The Boardwalk 73.3% 22,047,230 64.8% 17 Cherry Creek Retirement Village (1D) 72.3% 14,895,076 64.4% 18 Remington Heights Retirement Community (1D) 72.3% 6,669,437 64.4% 19 Charles River Center 80.0% 21,404,051 71.3% 20 Fox Run Shopping Center 80.0% 21,241,167 70.8% 21 Two University Plaza (1E) 68.8% 10,731,990 61.5% 22 800-900 Lanidex Plaza (1E) 68.8% 8,617,681 61.5% 23 140 Littleton Road (1E) 68.8% 1,574,686 61.5% 24 Embarcadero Corporate Center 68.2% 19,943,445 60.4% 25 Best Buy Plaza Shopping Center 76.0% 18,826,206 67.2% 26 Highland Falls Apartments 77.6% 18,730,952 68.4% 27 Rancho Ocaso 78.7% 13,725,100 69.3% 28 The Court at Deptford II 79.3% 13,709,995 70.7% 29 Sage Crossing Apartments 79.7% 14,155,697 74.1% 30 Crossroads at Buckland Hills 78.5% 13,195,963 70.0% 31 Deerbrook Crossing Shopping Center 78.0% 12,631,689 69.6% 32 Sundance Village Apartments 78.9% 754,935 4.3% 33 Lake Mead Pavilion Shopping Center 74.9% 12,009,824 66.0% 34 Ontario Plaza 78.4% 11,975,926 69.2% 35 Cole Spring Plaza 77.7% 10,813,380 64.4% 36 Penney's Plaza 66.5% 11,433,572 58.6% 37 Pines of Westbury 71.5% 11,338,707 62.6% 38 Bell Run Plaza 79.7% 11,304,673 70.7% 39 River Haven Mobile Home Park (1F) 78.9% 8,752,100 69.5% 40 Knollwood Estates Mobile Home Park (1F) 78.9% 2,431,262 69.5% 41 Colesville Towers 67.7% 10,805,253 58.7% 42 North Pointe Apartments 75.2% 8,616,751 57.8% 43 Tower Plaza Retail Center 76.6% 9,935,158 68.5% 44 Mountain View Mobile Home Park 79.5% 9,679,025 70.1% 45 The Mosby Building & Apartments 78.7% 9,684,316 70.2% 46 211 South Gulph Road 77.4% 9,659,607 69.0% 47 Pinewood Apartments 79.4% 9,213,925 69.5% 48 U-Haul - Rusfield (1G) 73.9% 3,663,024 62.1% 49 U-Haul - San Clemente (1G) 73.9% 2,384,067 62.1% 50 U-Haul - East Colonial (1G) 73.9% 1,589,379 62.1% 51 U-Haul - MacArthur Park (1G) 73.9% 993,361 62.1% 52 Park Knolls Apartments 69.3% 8,922,870 60.7% 53 Diamond Bar Towne Center 72.6% 8,667,836 64.9% 54 U-Haul - Dublin (1H) 64.3% 2,702,911 54.1% 55 U-Haul - Northridge (1H) 64.3% 2,200,169 54.1% 56 U-Haul - Orange Park (1H) 64.3% 1,594,717 54.1% 57 U-Haul - Tulsa (1H) 64.3% 1,589,312 54.1% 58 Cherry Knolls Shopping Center 75.2% 8,554,121 66.8% 59 333 Sam Houston Office Building 56.3% 8,371,029 50.1% 60 The Shadowbrook Apartments 80.4% 8,225,932 70.4% 61 Delta Fair Shopping Center 76.6% 8,228,937 68.6% 62 Willow Springs Shopping Center (1I) 69.5% 4,106,939 57.2% 63 Villa Shopping Center (1I) 69.5% 2,135,608 57.2% 64 Crystal Gardens Shopping Center (1I) 69.5% 1,273,151 57.2% 65 Hazelcrest Place 78.8% 5,547,001 48.2% 66 BJ's Plaza Shopping Center 79.9% 6,960,198 61.6% 67 Holiday Inn Express - City Center 42.0% 7,486,586 35.0% 68 U-Haul - Margate (1J) 67.3% 2,827,305 56.5% 69 U-Haul - Copperfield (1J) 67.3% 1,634,181 56.5% 70 U-Haul - Hampton (1J) 67.3% 1,526,745 56.5% 71 U-Haul - Lodi (1J) 67.3% 1,526,745 56.5% 72 Fashion Outlet Center 64.9% 7,736,557 58.2% 73 Tivoli Apartments 73.8% 7,238,481 65.2% 74 Tetra - Chase Texas Bank Center 69.6% 7,289,279 62.0% 75 1384-1450 Park Avenue (1K) 78.9% 3,197,819 60.8% 76 Rojacks Supermarket/CVS Pharmacy (1K) 78.9% 1,750,899 60.8% 77 Trucchi's Supermarket (1K) 78.9% 1,319,254 60.8% 78 Campus Hills Shopping Center 77.9% 7,241,310 69.6% 79 Carrollton Place Apartments 81.5% 7,133,200 72.8% 80 Welshwood Apartments 76.3% 7,093,560 68.2% 81 Summit Square Shopping Center 65.5% 0 0.0% 82 Park Ridge Apartments 78.5% 7,000,206 70.0% 83 294-306A Harvard Street 78.1% 6,984,519 69.8% 84 929 Pearl Street (1L) 78.0% 3,769,606 69.2% 85 2005 Tenth Street (1L) 78.0% 3,015,685 69.2% 86 Industrial Warehouse 79.1% 6,770,913 70.5% 87 Mesa Dunes Mobile Home Park 75.2% 6,683,344 66.2% 88 Pleasant Hill Executive Park 68.3% 6,715,279 61.0% 89 Best Western - Stratford Inn 62.6% 5,914,485 51.9% 90 Silverside-Carr Corporate Center 72.8% 6,325,774 64.5% 91 Country Corners Apartments 78.1% 6,201,157 68.9% 92 Bell Palm Plaza 74.4% 6,252,956 66.5% 93 Pleasant Run Apartments 80.9% 6,066,122 71.4% 94 Chalet Apartments & Commercial Plaza 78.5% 5,235,854 60.2% 95 West Ashley Shoppes Shopping Center 82.7% 5,972,398 73.7% 96 Hampton Inn - Anchorage 64.8% 4,546,604 45.5% 97 Pacific Isle Apartments 75.9% 5,593,333 65.8% 98 Sunset Crest Apartments 75.0% 5,587,121 65.0% 99 Skyline Apartments 79.6% 5,706,346 70.4% 100 Hampton Inn & Suites - Annapolis 67.4% 5,275,691 55.5% 101 Carlisle Commerce Center 77.8% 5,950,122 72.6% 102 Glendale Medical Arts Center 71.8% 5,336,298 63.9% 103 Batavia Wood Medical Center 69.9% 5,357,265 63.0% 104 Village Green Plaza Shopping Center 78.5% 4,265,947 56.5% 105 South Bank Riverwalk Retail 41.0% 2 0.0% 106 Pickwick Apartments 79.3% 4,757,240 70.0% 107 The Villas of Buena Vista Apartments (1M) 78.0% 633,366 64.1% 108 The Parkview Apartments - TX (1M) 78.0% 448,202 64.1% 109 Madras Apartments (1M) 78.0% 434,723 64.1% 110 Alexandria Apartments - TX (1M) 78.0% 416,148 64.1% 111 Sandia Park (1M) 78.0% 377,269 64.1% 112 4300 Travis Apartments (1M) 78.0% 351,789 64.1% 113 Vista Quarters Condos (1M) 78.0% 306,994 64.1% 114 3131 Armstrong Condominiums (1M) 78.0% 300,173 64.1% 115 The Essex (1M) 78.0% 287,679 64.1% 116 4431 Travis Street Apartments (1M) 78.0% 170,963 64.1% 117 4432 Buena Vista Apartments (1M) 78.0% 165,350 64.1% 118 The Annex Apartments (1M) 78.0% 160,320 64.1% 119 4319 Buena Vista Apartments (1M) 78.0% 115,976 64.1% 120 The Chase Apartments (1M) 78.0% 99,495 64.1% 121 Avalon Apartments (1M) 78.0% 87,827 64.1% 122 Point Breeze Apartments 72.1% 4,685,637 63.8% 123 Hidden Oaks Apartments 79.7% 4,654,595 70.0% 124 El Monte Shopping Center 77.8% 4,591,445 68.1% 125 Casa Real Apartments 67.0% 4,554,262 58.5% 126 The Plaza Apartments 78.1% 4,591,714 69.6% 127 Washington Square Shopping Center 72.6% 4,580,636 65.4% 128 Beechnut Village Shopping Center 76.9% 4,557,518 69.1% 129 Anaheim Mobile Estates 38.4% 220,331 1.7% 130 Westridge Marketplace 79.3% 4,465,251 70.3% 131 McGehee Park Apartments 75.7% 4,421,526 67.0% 132 Cypress Center 59.1% 3,273,004 39.0% 133 Best Western - Miramar 75.6% 4,051,718 62.6% 134 Garden City Tower 72.7% 2,980,294 44.5% 135 Tradewinds Apartments 80.0% 4,253,193 70.9% 136 Highland Country Estates 78.3% 4,202,310 68.6% 137 The Highlands Apartments 79.6% 4,155,188 70.4% 138 8800 Roswell Road Office Park 66.6% 3,903,810 59.1% 139 Turf Mobile Manor 73.8% 3,835,921 65.6% 140 Oakwood Village Apartments 80.0% 3,928,327 74.1% 141 La Salle Crossing Apartments 76.8% 3,740,032 68.0% 142 Wynnewood Greens Apartments 67.8% 3,670,997 60.2% 143 Comfort Inn - Augusta 62.8% 3,325,763 52.2% 144 220 Jackson Street 67.6% 3,556,940 60.3% 145 Weis Plaza 76.6% 3,532,710 67.9% 146 75 Canton Office Park 79.1% 3,511,920 70.2% 147 Capital Heights Shopping Center (2) 75.0% 3,563,607 68.5% 148 Emerald Center 73.1% 3,421,155 65.8% 149 NationsBank Office Building 80.0% 3,396,344 71.5% 150 Pecos Trail Office Compound, Phase III 72.8% 3,379,654 64.7% 151 HealthSouth Medical Plaza 76.9% 3,375,789 68.5% 152 Hampton Inn - Louisville 60.9% 2,803,563 47.5% 153 Holiday Inn - Augusta 61.9% 2,983,150 51.4% 154 Nassau Bay Village Apartments 71.1% 3,375,333 67.5% 155 West Knoll Apartments 78.7% 2,908,348 64.6% 156 Best Western - San Mateo Los Prados Inn 30.9% 3,136,386 27.8% 157 Parkway Shopping Center 55.1% 2,814,998 44.3% 158 1600 Congress Street/343 Forest Avenue 68.5% 2,874,385 56.4% 159 Scenic View Apartments 75.3% 3,083,816 67.0% 160 Mustang Crossing Apartments 73.9% 3,014,935 65.5% 161 Meadow Crossing Apartments 77.2% 2,783,711 63.3% 162 Owens Corning Manufacturing Warehouse 67.6% 663,717 13.4% 163 Daley Square 75.0% 2,957,213 67.2% 164 Old Florida Plaza 75.0% 2,942,869 66.9% 165 Arrowhead Creekside Center 75.5% 2,942,445 67.4% 166 Holiday Inn - Clovis 64.0% 2,785,077 54.1% 167 3005 Peachtree Road 64.5% 2,893,274 57.9% 168 Hampton Inn - Columbus East 68.4% 2,274,872 48.4% 169 Newport Towers 80.0% 2,844,624 71.1% 170 Mont Michel Apartments 70.1% 2,416,977 53.0% 171 Soniat House Hotel 62.6% 2,658,404 52.1% 172 Fairview Market 66.4% 1,962,089 41.1% 173 Montclaire Apartments 73.8% 2,781,684 65.3% 174 Embassy Building 66.4% 2,754,462 59.1% 175 Park Terrace Apartments 79.0% 2,667,960 68.4% 176 Westheimer Plaza Shopping Center 76.8% 2,754,709 68.9% 177 129-133 West 29th Street 55.6% 2,477,262 45.9% 178 Woodspear/Vista Flores Apartments 69.8% 2,641,740 61.4% 179 Clarendon CVS 73.1% 2,682,062 65.4% 180 A Storage Place Phases I & II 74.9% 2,393,397 61.4% 181 135 Raritan Center Parkway 64.2% 2,586,103 57.5% 182 The Treasury Center 72.1% 2,374,765 60.1% 183 Crescent View Apartments 76.3% 2,489,626 67.7% 184 Comfort Suites Intercontinental Plaza 73.7% 2,210,834 58.2% 185 Cottonwood Medical & Dental Center 72.6% 2,508,049 65.1% 186 Blue Bell Shopping Center 79.9% 2,414,015 71.0% 187 Sun Plaza 61.7% 2,423,529 55.1% 188 Kirkland Business Center 50.6% 2,223,842 41.8% 189 Colima Plaza 65.5% 2,207,242 53.8% 190 Kmart - Columbus 71.9% 2,381,869 64.4% 191 Briarwood Mobile Home Park 80.0% 2,351,253 70.9% 192 Ohio Valley Nursing Home 66.0% 2,199,604 55.0% 193 Forest Edge Apartments 77.6% 2,350,406 69.1% 194 Sonora Crossroads 77.7% 2,296,476 69.6% 195 Crystal Springs Apartments 54.2% 2,087,784 44.4% 196 Chateau Park Apartments 75.1% 2,247,269 66.3% 197 Scottsdale Air Park 74.2% 2,243,169 66.0% 198 Preston Royal Office Park 53.1% 2,249,903 47.9% 199 Regent Place Office Building 69.4% 2,245,694 62.4% 200 Dale Terrace Apartments 68.6% 2,193,124 60.9% 201 Woodside Apartments 74.4% 2,182,642 65.9% 202 Virginia Dare Office Building 72.1% 2,187,639 64.3% 203 Rustic Ridge Apartments 79.1% 1,561,339 50.8% 204 Heritage Square Retail Center 75.9% 2,186,445 68.3% 205 Kessel Food Market - Flushing (1N) 76.8% 1,079,559 62.8% 206 Kessel Food Market - Grand Blanc (1N) 76.8% 897,728 62.8% 207 178-188 Middle Street 69.6% 1,997,658 57.9% 208 350 Raritan Center Parkway 75.0% 1,979,527 61.9% 209 El San Juan Mobile Home Park 65.0% 2,110,467 57.2% 210 Meadowood Apartments 74.0% 2,051,210 64.1% 211 Country Club Corner Retail Center 71.1% 2,096,260 63.5% 212 Vagabond Apartments 75.6% 182,612 5.9% 213 Esprit Office Building 72.5% 2,065,088 64.5% 214 Mission Plaza 69.6% 1,783,582 55.2% 215 Broussard Village Shopping Center 73.0% 1,994,204 64.9% 216 Another Attic Self Storage 74.7% 1,839,532 61.3% 217 Raintree Apartments 79.1% 1,396,319 50.8% 218 Jeffco Plaza 71.4% 1,943,316 64.8% 219 Ramada Inn - Chatsworth 63.3% 1,776,568 52.6% 220 Preston Plaza 75.8% 1,906,592 68.1% 221 U.S. Storage Centers 78.0% 1,893,733 69.6% 222 Comfort Inn - San Jose 51.6% 1,756,276 43.2% 223 A-1 Mini Storage 60.6% 1,605,322 48.6% 224 Sandpiper Apartments 78.4% 1,767,719 69.3% 225 Plantation Xtra Storage 58.7% 1,648,243 48.5% 226 Perimeter Plaza Shopping Center 75.0% 1,633,348 61.4% 227 Red Oak Apartments (1O) 63.0% 554,296 51.9% 228 Diplomat Apartments (1O) 63.0% 316,154 51.9% 229 Waterston Apartments (1O) 63.0% 229,930 51.9% 230 Montage Apartments (1O) 63.0% 216,792 51.9% 231 Melroy Apartments (1O) 63.0% 176,553 51.9% 232 Envoy Apartments (1O) 63.0% 143,706 51.9% 233 Sixth & Gass Office Building 71.5% 1,756,937 63.9% 234 Rancho Los Amigos 76.7% 1,697,920 67.9% 235 Savemart Shopping Center 71.8% 1,703,615 64.3% 236 Glenwood Apartments 78.3% 1,673,389 69.7% 237 Georgian Court/Woodside Apartments 78.6% 1,534,868 65.5% 238 Everhart Place Apartments 80.0% 1,631,612 70.9% 239 West 34th Self Storage 75.0% 1,508,581 61.6% 240 Regency Apartments 58.8% 1,511,130 48.6% 241 Corona Industrial Center 80.0% 1,607,926 71.5% 242 North American/Lazy "R" Manufactured Housing Communities 79.2% 1,577,086 69.5% 243 Harmony Mobile Home Park 74.9% 1,594,600 66.4% 244 Dunshire Gardens Apartments (1P) 70.0% 874,075 57.9% 245 Alpine Gardens Apartments (1P) 70.0% 329,840 57.9% 246 Delvale Apartments (1P) 70.0% 280,363 57.9% 247 The Northwest Medical Plaza Shopping Center 74.8% 1,475,957 61.5% 248 Kingsley Business Center 65.3% 1,588,036 58.8% 249 OfficeMax 60.7% 763,628 26.3% 250 Rutherford Place 54.7% 1,542,415 49.0% 251 The Woods II Office Buildings 73.9% 1,517,864 66.0% 252 Greenville Avenue B & G 73.4% 1,381,802 61.4% 253 Boulder Ridge Apartments 70.0% 1,053,026 45.8% 254 Spring Gardens Apartments 69.6% 1,313,567 57.1% 255 The Admiral Apartments & The Drake Apartments 69.4% 1,393,312 62.5% 256 Heritage Apartments 77.1% 119,777 6.1% 257 Montgomery Village Executive Plaza Phase I 47.6% 42,703 1.3% 258 Orchard Lake Mini-Storage 71.8% 1,260,835 59.8% 259 Parker Road Retail 57.6% 1,238,896 47.6% 260 Smith Shopping Center 73.7% 1,307,648 65.4% 261 Rivermont Park 30.6% 1,021,407 21.3% 262 SecurCare of Colorado Springs 74.9% 1,371,743 70.3% 263 Free Street Office Building 63.0% 1,204,807 52.4% 264 Maple Valley Plaza 70.8% 1,014,243 49.7% 265 Crestview Apartments 73.4% 49,316 2.5% 266 Cedar Lakes Apartments 73.6% 1,251,477 64.5% 267 Rose Garden Apartments 69.0% 111,916 5.4% 268 Kmart - Charleston 71.1% 1,261,674 63.7% 269 Edelweiss Apartments 71.4% 1,131,925 58.0% 270 The Wachler Building 65.8% 970,148 46.2% 271 CTC II Building 77.1% 1,208,950 69.1% 272 Autumn Ridge Apartments 70.8% 51,470 2.8% 273 Diversey & Sheffield Plaza 72.6% 1,070,608 59.8% 274 The Pinger Building 74.2% 1,056,032 60.7% 275 Elden Professional Building 60.7% 1,060,599 50.5% 276 Orangetree Apartments 77.6% 1,123,618 68.5% 277 Silver Cliff Apartments 68.6% 1,044,382 56.5% 278 Granada Plaza 62.5% 1,040,978 52.0% 279 Summitwood Village Apartments 72.7% 1,091,265 64.2% 280 2221 Lee Road Office Building 66.7% 1,050,378 59.7% 281 All American Mini Storage 55.2% 957,803 45.6% 282 201 Commonwealth Court 70.4% 940,547 58.1% 283 Olde Oaks Apartments 73.7% 908,366 61.0% 284 Bouganvillas Apartments 79.7% 951,424 70.5% 285 Martin Mobile Home Park 79.3% 886,598 65.7% 286 Ellendale Place Apartments 77.9% 92,374 6.8% 287 Kessel Food Market - Saginaw 76.9% 858,229 63.1% 288 Talbot Center 74.1% 941,784 67.3% 289 Circle K Mobile Home Park 79.7% 918,888 70.7% 290 Strawberry Hill Apartments 76.9% 831,185 63.9% 291 McGeordan Apartments 76.7% 827,391 63.6% 292 Camel Toe Plaza Shopping Center 74.9% 814,471 62.7% 293 Washington Park Offices 47.3% 47,010 2.3% 294 Denway Circle Apartments 67.8% 863,215 60.4% 295 Oxford Village Apartments 74.1% 850,338 66.4% 296 Space Saver #8 Self-Storage Facility 73.0% 795,424 61.2% 297 Food City Retail Center 72.1% 776,406 59.7% 298 Meadowood I Apartments 77.9% 835,880 69.7% 299 Windy Hill Apartments 77.5% 776,699 64.7% 300 Northgate Plaza 64.3% 760,555 54.3% 301 Lone Mountain Mobile Home Park 58.8% 800,109 52.3% 302 Ogden Apartments 67.9% 745,736 56.3% 303 Oak Lawn Square 70.8% 742,909 58.5% 304 Flat Iron Building 42.8% 57,970 2.8% 305 Baymar Apartments 74.0% 30,885 2.6% 306 Texas City Medical Office Building (1Q) 66.3% 390,232 47.2% 307 Hollyvale Apartments (1Q) 66.3% 237,278 47.2% 308 Grandin Village Apartments 67.7% 730,823 56.2% 309 Riverview Estates Mobile Home Park 73.7% 700,853 60.9% 310 Tree Top Apartments 79.9% 662,833 66.3% 311 871 Islington Street 63.8% 658,862 52.7% 312 Westwood Apartments 72.4% 557,753 50.7% 313 Territorial Village (1R) 65.1% 335,004 43.0% 314 Telshor Tower Plaza (1R) 65.1% 164,218 43.0% 315 Congress Building 47.6% 595,831 39.7% 316 Continental House Apartments 74.8% 570,408 62.0% 317 Affordable Self Storage 61.4% 564,674 51.3% 318 Iroquois Apartments 77.6% 556,769 64.7% 319 Bay Palm Apartments 72.6% 584,355 64.9% 320 969 & 971 Amsterdam Avenue 50.9% 547,198 42.9% 321 59-15 55th Street 73.7% 543,460 61.8% 322 Chesterfield/Eula Apartments 63.5% 447,748 44.8% 323 Carillon Retail Center 65.1% 529,709 54.3% 324 Pine Street Apartments & Blossom Street Apartments 57.9% 444,944 41.2% 325 Penn State Office Building 65.5% 541,319 59.2% 326 Autumn Run Apartments 68.6% 478,129 56.9% 327 Pullman Park Apartments 76.3% 470,200 62.7% 328 Spanish Oaks Apartments 64.0% 454,820 52.3% 329 Ballenger Manor Apartments 72.6% 455,255 59.9% 330 Allen Avenue Apartments 66.6% 441,601 55.2% 331 Skyline Mall 53.1% 379,490 37.9% 332 James Road Medical Center 59.8% 439,077 50.5% 333 Rebecca Apartments 73.8% 26,442 3.8% 334 The Homestead Apartments 57.5% 418,857 48.1% 335 Corona Avenue Apartments 68.6% 28,153 3.9% 336 Sandstone Apartments 72.2% 364,163 58.7% 337 Lynn Villa Apartments 69.0% 346,800 57.8% 338 Savannah Apartments 71.7% 328,980 59.8% 339 Vienna Terrace Apartments 71.4% 264,505 50.9% 340 Alexandria Apartments - CO 57.2% 262,278 47.7% 341 Boynton Vista Apartments 69.4% 247,751 57.6% 342 Navarro Crossing Apartments 64.1% 191,229 45.0% 343 Kordis Apartments 46.5% 204,555 38.2% Total/Weighted Average 73.2% $1,305,799,067 63.8% Maximum: 82.7% $61,167,306 74.1% Minimum: 30.6% $0 13.4% # Property Name U/W NCF (6) U/W DSCR (7) - - ------------- ----------- ------------ 1 Oakwood Plaza $7,507,540 1.23x 2 Arbor Lake Club Apartments (1A) 3,247,350 1.24 3 The Parkview Apartments - FL (1A) 1,018,976 1.24 4 Heron's Cove Apartments (1A) 1,030,935 1.24 5 Horizons North Apartments (1A) 950,029 1.24 6 Herald Center 5,825,420 1.35 7 Sterling Point Apartments (1B) 2,232,123 1.33 8 Sandridge Apartments (1B) 1,642,508 1.33 9 Woodscape Apartments (1B) 1,127,554 1.33 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 1,502,802 1.31 11 Stone Fort Land - The Krystal Office Building (1C) 941,651 1.31 12 Stone Fort Land - Riverside Center (1C) 939,909 1.31 13 Stone Fort Land - Harrison Direct Warehouse (1C) 422,708 1.31 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 138,716 1.31 15 Center At The Plant 3,688,201 1.34 16 The Boardwalk 2,605,202 1.24 17 Cherry Creek Retirement Village (1D) 1,833,231 1.29 18 Remington Heights Retirement Community (1D) 850,636 1.29 19 Charles River Center 2,618,842 1.25 20 Fox Run Shopping Center 2,679,788 1.32 21 Two University Plaza (1E) 1,315,493 1.25 22 800-900 Lanidex Plaza (1E) 1,057,806 1.25 23 140 Littleton Road (1E) 191,327 1.25 24 Embarcadero Corporate Center 2,435,489 1.28 25 Best Buy Plaza Shopping Center 2,301,215 1.29 26 Highland Falls Apartments 2,158,788 1.23 27 Rancho Ocaso 1,704,315 1.33 28 The Court at Deptford II 1,670,472 1.26 29 Sage Crossing Apartments 1,677,759 1.31 30 Crossroads at Buckland Hills 1,609,421 1.25 31 Deerbrook Crossing Shopping Center 1,545,509 1.25 32 Sundance Village Apartments 1,625,402 1.37 33 Lake Mead Pavilion Shopping Center 1,526,665 1.36 34 Ontario Plaza 1,406,890 1.25 35 Cole Spring Plaza 1,511,168 1.42 36 Penney's Plaza 1,378,919 1.28 37 Pines of Westbury 1,302,238 1.25 38 Bell Run Plaza 1,483,854 1.38 39 River Haven Mobile Home Park (1F) 995,843 1.25 40 Knollwood Estates Mobile Home Park (1F) 318,765 1.25 41 Colesville Towers 1,402,786 1.40 42 North Pointe Apartments 1,394,239 1.56 43 Tower Plaza Retail Center 1,234,355 1.26 44 Mountain View Mobile Home Park 1,107,647 1.22 45 The Mosby Building & Apartments 1,202,843 1.28 46 211 South Gulph Road 1,249,966 1.33 47 Pinewood Apartments 1,325,998 1.59 48 U-Haul - Rusfield (1G) 651,972 1.41 49 U-Haul - San Clemente (1G) 358,849 1.41 50 U-Haul - East Colonial (1G) 177,384 1.41 51 U-Haul - MacArthur Park (1G) 133,707 1.41 52 Park Knolls Apartments 1,191,762 1.45 53 Diamond Bar Towne Center 1,083,514 1.27 54 U-Haul - Dublin (1H) 499,464 1.50 55 U-Haul - Northridge (1H) 374,474 1.50 56 U-Haul - Orange Park (1H) 239,511 1.50 57 U-Haul - Tulsa (1H) 199,478 1.50 58 Cherry Knolls Shopping Center 1,046,143 1.27 59 333 Sam Houston Office Building 1,128,732 1.39 60 The Shadowbrook Apartments 1,047,006 1.41 61 Delta Fair Shopping Center 1,007,519 1.24 62 Willow Springs Shopping Center (1I) 572,975 1.24 63 Villa Shopping Center (1I) 294,098 1.24 64 Crystal Gardens Shopping Center (1I) 173,770 1.24 65 Hazelcrest Place 904,523 1.25 66 BJ's Plaza Shopping Center 939,424 1.29 67 Holiday Inn Express - City Center 1,445,940 1.69 68 U-Haul - Margate (1J) 465,862 1.48 69 U-Haul - Copperfield (1J) 261,018 1.48 70 U-Haul - Hampton (1J) 214,041 1.48 71 U-Haul - Lodi (1J) 267,322 1.48 72 Fashion Outlet Center 1,016,006 1.34 73 Tivoli Apartments 890,499 1.30 74 Tetra - Chase Texas Bank Center 901,542 1.27 75 1384-1450 Park Avenue (1K) 433,895 1.30 76 Rojacks Supermarket/CVS Pharmacy (1K) 237,570 1.30 77 Trucchi's Supermarket (1K) 179,002 1.30 78 Campus Hills Shopping Center 906,326 1.27 79 Carrollton Place Apartments 842,836 1.21 80 Welshwood Apartments 873,381 1.26 81 Summit Square Shopping Center 1,070,620 1.44 82 Park Ridge Apartments 1,024,189 1.52 83 294-306A Harvard Street 864,771 1.26 84 929 Pearl Street (1L) 455,193 1.26 85 2005 Tenth Street (1L) 361,810 1.26 86 Industrial Warehouse 868,362 1.32 87 Mesa Dunes Mobile Home Park 902,058 1.44 88 Pleasant Hill Executive Park 834,315 1.27 89 Best Western - Stratford Inn 1,052,910 1.57 90 Silverside-Carr Corporate Center 1,005,713 1.66 91 Country Corners Apartments 905,355 1.60 92 Bell Palm Plaza 783,658 1.28 93 Pleasant Run Apartments 687,364 1.20 94 Chalet Apartments & Commercial Plaza 780,404 1.44 95 West Ashley Shoppes Shopping Center 807,922 1.39 96 Hampton Inn - Anchorage 1,108,690 1.73 97 Pacific Isle Apartments 686,557 1.27 98 Sunset Crest Apartments 696,212 1.30 99 Skyline Apartments 891,048 1.68 100 Hampton Inn & Suites - Annapolis 856,215 1.45 101 Carlisle Commerce Center 691,654 1.26 102 Glendale Medical Arts Center 693,957 1.35 103 Batavia Wood Medical Center 724,333 1.35 104 Village Green Plaza Shopping Center 650,986 1.26 105 South Bank Riverwalk Retail 1,046,924 1.93 106 Pickwick Apartments 568,889 1.27 107 The Villas of Buena Vista Apartments (1M) 80,988 1.22 108 The Parkview Apartments - TX (1M) 59,902 1.22 109 Madras Apartments (1M) 58,427 1.22 110 Alexandria Apartments - TX (1M) 60,867 1.22 111 Sandia Park (1M) 51,214 1.22 112 4300 Travis Apartments (1M) 50,452 1.22 113 Vista Quarters Condos (1M) 43,059 1.22 114 3131 Armstrong Condominiums (1M) 42,842 1.22 115 The Essex (1M) 38,919 1.22 116 4431 Travis Street Apartments (1M) 23,822 1.22 117 4432 Buena Vista Apartments (1M) 21,096 1.22 118 The Annex Apartments (1M) 21,813 1.22 119 4319 Buena Vista Apartments (1M) 15,818 1.22 120 The Chase Apartments (1M) 13,016 1.22 121 Avalon Apartments (1M) 11,235 1.22 122 Point Breeze Apartments 547,059 1.23 123 Hidden Oaks Apartments 559,043 1.29 124 El Monte Shopping Center 631,232 1.49 125 Casa Real Apartments 739,704 1.80 126 The Plaza Apartments 548,641 1.23 127 Washington Square Shopping Center 604,841 1.32 128 Beechnut Village Shopping Center 570,056 1.26 129 Anaheim Mobile Estates 1,066,183 2.12 130 Westridge Marketplace 579,649 1.36 131 McGehee Park Apartments 581,919 1.38 132 Cypress Center 665,545 1.48 133 Best Western - Miramar 687,180 1.50 134 Garden City Tower 496,918 1.28 135 Tradewinds Apartments 498,188 1.22 136 Highland Country Estates 484,851 1.25 137 The Highlands Apartments 475,549 1.20 138 8800 Roswell Road Office Park 482,887 1.29 139 Turf Mobile Manor 481,420 1.30 140 Oakwood Village Apartments 471,787 1.34 141 La Salle Crossing Apartments 475,639 1.36 142 Wynnewood Greens Apartments 541,572 1.55 143 Comfort Inn - Augusta 548,923 1.45 144 220 Jackson Street 437,254 1.27 145 Weis Plaza 449,669 1.34 146 75 Canton Office Park 455,536 1.35 147 Capital Heights Shopping Center (2) 434,860 1.33 148 Emerald Center 445,362 1.30 149 NationsBank Office Building 431,307 1.29 150 Pecos Trail Office Compound, Phase III 433,858 1.33 151 HealthSouth Medical Plaza 423,083 1.29 152 Hampton Inn - Louisville 579,335 1.73 153 Holiday Inn - Augusta 477,293 1.41 154 Nassau Bay Village Apartments 364,960 1.33 155 West Knoll Apartments 445,452 1.38 156 Best Western - San Mateo Los Prados Inn 727,130 2.21 157 Parkway Shopping Center 574,285 1.91 158 1600 Congress Street/343 Forest Avenue 403,631 1.26 159 Scenic View Apartments 368,041 1.23 160 Mustang Crossing Apartments 420,999 1.46 161 Meadow Crossing Apartments 420,003 1.36 162 Owens Corning Manufacturing Warehouse 510,106 1.23 163 Daley Square 370,324 1.27 164 Old Florida Plaza 445,295 1.55 165 Arrowhead Creekside Center 374,659 1.31 166 Holiday Inn - Clovis 513,692 1.57 167 3005 Peachtree Road 369,592 1.29 168 Hampton Inn - Columbus East 514,830 1.59 169 Newport Towers 352,225 1.28 170 Mont Michel Apartments 372,101 1.23 171 Soniat House Hotel 554,252 1.83 172 Fairview Market 433,800 1.70 173 Montclaire Apartments 348,169 1.32 174 Embassy Building 368,622 1.39 175 Park Terrace Apartments 325,995 1.27 176 Westheimer Plaza Shopping Center 352,648 1.30 177 129-133 West 29th Street 416,079 1.49 178 Woodspear/Vista Flores Apartments 348,761 1.40 179 Clarendon CVS 329,100 1.25 180 A Storage Place Phases I & II 377,669 1.43 181 135 Raritan Center Parkway 323,126 1.27 182 The Treasury Center 397,937 1.46 183 Crescent View Apartments 292,116 1.23 184 Comfort Suites Intercontinental Plaza 424,486 1.57 185 Cottonwood Medical & Dental Center 353,696 1.43 186 Blue Bell Shopping Center 300,882 1.30 187 Sun Plaza 344,508 1.45 188 Kirkland Business Center 449,765 1.80 189 Colima Plaza 366,496 1.50 190 Kmart - Columbus 312,809 1.33 191 Briarwood Mobile Home Park 290,154 1.29 192 Ohio Valley Nursing Home 563,206 2.25 193 Forest Edge Apartments 313,927 1.38 194 Sonora Crossroads 299,570 1.33 195 Crystal Springs Apartments 292,557 1.27 196 Chateau Park Apartments 297,866 1.41 197 Scottsdale Air Park 280,568 1.30 198 Preston Royal Office Park 315,172 1.40 199 Regent Place Office Building 314,678 1.41 200 Dale Terrace Apartments 294,777 1.41 201 Woodside Apartments 318,602 1.56 202 Virginia Dare Office Building 282,806 1.32 203 Rustic Ridge Apartments 279,782 1.33 204 Heritage Square Retail Center 298,736 1.37 205 Kessel Food Market - Flushing (1N) 159,590 1.35 206 Kessel Food Market - Grand Blanc (1N) 133,227 1.35 207 178-188 Middle Street 292,036 1.28 208 350 Raritan Center Parkway 273,720 1.23 209 El San Juan Mobile Home Park 272,419 1.38 210 Meadowood Apartments 244,160 1.24 211 Country Club Corner Retail Center 272,618 1.33 212 Vagabond Apartments 278,009 1.28 213 Esprit Office Building 252,920 1.27 214 Mission Plaza 264,817 1.36 215 Broussard Village Shopping Center 263,371 1.37 216 Another Attic Self Storage 280,485 1.37 217 Raintree Apartments 237,937 1.27 218 Jeffco Plaza 267,682 1.36 219 Ramada Inn - Chatsworth 338,463 1.69 220 Preston Plaza 242,605 1.28 221 U.S. Storage Centers 260,564 1.41 222 Comfort Inn - San Jose 372,009 1.83 223 A-1 Mini Storage 262,336 1.45 224 Sandpiper Apartments 227,867 1.36 225 Plantation Xtra Storage 306,072 1.66 226 Perimeter Plaza Shopping Center 242,247 1.35 227 Red Oak Apartments (1O) 86,299 1.35 228 Diplomat Apartments (1O) 43,181 1.35 229 Waterston Apartments (1O) 35,673 1.35 230 Montage Apartments (1O) 35,408 1.35 231 Melroy Apartments (1O) 24,828 1.35 232 Envoy Apartments (1O) 19,929 1.35 233 Sixth & Gass Office Building 215,076 1.25 234 Rancho Los Amigos 217,667 1.35 235 Savemart Shopping Center 210,856 1.26 236 Glenwood Apartments 203,774 1.26 237 Georgian Court/Woodside Apartments 225,450 1.28 238 Everhart Place Apartments 199,205 1.27 239 West 34th Self Storage 232,631 1.38 240 Regency Apartments 220,809 1.30 241 Corona Industrial Center 216,099 1.37 242 North American/Lazy "R" Manufactured Housing Communities 244,310 1.55 243 Harmony Mobile Home Park 220,645 1.45 244 Dunshire Gardens Apartments (1P) 133,417 1.51 245 Alpine Gardens Apartments (1P) 54,077 1.51 246 Delvale Apartments (1P) 64,007 1.51 247 The Northwest Medical Plaza Shopping Center 228,709 1.40 248 Kingsley Business Center 214,748 1.36 249 OfficeMax 246,631 1.43 250 Rutherford Place 198,105 1.31 251 The Woods II Office Buildings 202,939 1.37 252 Greenville Avenue B & G 206,857 1.30 253 Boulder Ridge Apartments 187,349 1.31 254 Spring Gardens Apartments 218,823 1.50 255 The Admiral Apartments & The Drake Apartments 213,442 1.53 256 Heritage Apartments 172,550 1.21 257 Montgomery Village Executive Plaza Phase I 276,882 1.52 258 Orchard Lake Mini-Storage 203,019 1.41 259 Parker Road Retail 209,970 1.50 260 Smith Shopping Center 163,982 1.32 261 Rivermont Park 253,943 1.82 262 SecurCare of Colorado Springs 192,640 1.47 263 Free Street Office Building 186,379 1.36 264 Maple Valley Plaza 183,482 1.28 265 Crestview Apartments 174,196 1.27 266 Cedar Lakes Apartments 158,316 1.38 267 Rose Garden Apartments 173,097 1.30 268 Kmart - Charleston 167,043 1.34 269 Edelweiss Apartments 156,852 1.28 270 The Wachler Building 173,417 1.28 271 CTC II Building 152,668 1.28 272 Autumn Ridge Apartments 161,000 1.24 273 Diversey & Sheffield Plaza 158,307 1.32 274 The Pinger Building 145,708 1.26 275 Elden Professional Building 170,918 1.41 276 Orangetree Apartments 151,362 1.44 277 Silver Cliff Apartments 145,518 1.25 278 Granada Plaza 153,212 1.29 279 Summitwood Village Apartments 149,762 1.46 280 2221 Lee Road Office Building 134,438 1.30 281 All American Mini Storage 183,661 1.70 282 201 Commonwealth Court 130,483 1.23 283 Olde Oaks Apartments 125,693 1.23 284 Bouganvillas Apartments 118,691 1.32 285 Martin Mobile Home Park 133,943 1.33 286 Ellendale Place Apartments 123,813 1.22 287 Kessel Food Market - Saginaw 119,599 1.26 288 Talbot Center 121,269 1.25 289 Circle K Mobile Home Park 110,024 1.26 290 Strawberry Hill Apartments 114,423 1.21 291 McGeordan Apartments 119,818 1.28 292 Camel Toe Plaza Shopping Center 116,384 1.24 293 Washington Park Offices 135,512 1.36 294 Denway Circle Apartments 118,669 1.42 295 Oxford Village Apartments 104,151 1.24 296 Space Saver #8 Self-Storage Facility 128,504 1.40 297 Food City Retail Center 108,216 1.24 298 Meadowood I Apartments 107,665 1.31 299 Windy Hill Apartments 107,515 1.20 300 Northgate Plaza 108,504 1.21 301 Lone Mountain Mobile Home Park 109,295 1.41 302 Ogden Apartments 123,700 1.46 303 Oak Lawn Square 102,991 1.23 304 Flat Iron Building 145,571 1.47 305 Baymar Apartments 112,488 1.32 306 Texas City Medical Office Building (1Q) 70,488 1.32 307 Hollyvale Apartments (1Q) 47,932 1.32 308 Grandin Village Apartments 100,707 1.21 309 Riverview Estates Mobile Home Park 105,946 1.35 310 Tree Top Apartments 92,404 1.23 311 871 Islington Street 105,920 1.44 312 Westwood Apartments 103,941 1.33 313 Territorial Village (1R) 70,305 1.49 314 Telshor Tower Plaza (1R) 31,926 1.49 315 Congress Building 88,581 1.30 316 Continental House Apartments 80,957 1.26 317 Affordable Self Storage 88,634 1.36 318 Iroquois Apartments 80,121 1.25 319 Bay Palm Apartments 69,272 1.21 320 969 & 971 Amsterdam Avenue 90,728 1.42 321 59-15 55th Street 86,226 1.38 322 Chesterfield/Eula Apartments 80,585 1.28 323 Carillon Retail Center 76,486 1.26 324 Pine Street Apartments & Blossom Street Apartments 80,219 1.25 325 Penn State Office Building 67,061 1.23 326 Autumn Run Apartments 65,116 1.21 327 Pullman Park Apartments 72,566 1.39 328 Spanish Oaks Apartments 69,594 1.40 329 Ballenger Manor Apartments 71,150 1.39 330 Allen Avenue Apartments 81,836 1.64 331 Skyline Mall 91,460 1.68 332 James Road Medical Center 66,809 1.29 333 Rebecca Apartments 65,632 1.20 334 The Homestead Apartments 62,363 1.28 335 Corona Avenue Apartments 65,314 1.23 336 Sandstone Apartments 55,549 1.41 337 Lynn Villa Apartments 50,987 1.27 338 Savannah Apartments 48,797 1.29 339 Vienna Terrace Apartments 47,979 1.27 340 Alexandria Apartments - CO 47,132 1.57 341 Boynton Vista Apartments 33,778 1.21 342 Navarro Crossing Apartments 38,729 1.45 343 Kordis Apartments 38,301 1.69 Total/Weighted Average $180,886,274 1.34x Maximum: $7,507,540 2.25x Minimum: $11,235 1.20x
(1A) A Single Mortgage Note secured by Arbor Lake Club Apartments, The Parkview Apartments - FL, Heron's Cove Apartments and Horizons North Apartments, respectively. (1B) A Single Mortgage Note secured by Sterling Point Apartments, Sandridge Apartments, and Woodscape Apartments, respectively. (1C) The Mortgage Loans secured by Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage, Stone Fort Land - The Krystal Office Building, Stone Fort Land - Riverside Center, Stone Fort Land - Harrison Direct Warehouse, and Stone Fort Land - Tennessee American Water Company Office Building, respectively, are cross-collateralized and cross-defaulted. (1D) The Mortgage Loans secured by Cherry Creek Retirement Village and Remington Heights Retirement Community, respectively, are cross-collateralized and cross-defaulted. (1E) A Single Mortgage Note secured by Two University Plaza, 800-900 Lanidex Plaza and 140 Littleton Road, respectively. (1F) A Single Mortgage Note secured by River Haven Mobile Home Park and Knollwood Estates Mobile Home Park, respectively. (1G) A Single Mortgage Note secured by U-Haul - Rusfield, U-Haul - San Clemente, U-Haul - East Colonial and U-Haul - MacArthur Park, respectively. (1H) A Single Mortgage Note secured by U-Haul - Dublin, U-Haul - Northridge, U-Haul - Orange Park and U-Haul - Tulsa, respectively. (1I) The Mortgage Loans secured by Willow Springs Shopping Center, Villa Shopping Center and Crystal Gardens Shopping Center, respectively, are cross-collateralized and cross-defaulted. (1J) A Single Mortgage Note secured by U-Haul - Margate, U-Haul - Copperfield, U-Haul - Hampton, U-Haul - Lodi, respectively. (1K) A Single Mortgage Note secured by 1384-1450 Park Avenue, Rojacks Supermarket/CVS Pharmacy and Trucchi's Supermarket, respectively. (1L) The Mortgage Loans secured by 929 Pearl Street and 2005 Tenth Street, respectively, are cross-collateralized and cross-defaulted. (1M) A Single Mortgage Note secured by The Villas of Buena Vista Apartments, The Parkview Apartments - TX, Madras Apartments, Alexandria Apartments - TX, Sandia Park, 4300 Travis Apartments, Vista Quarters Condos, 3131 Armstrong Condominiums, The Essex, 4431 Travis Street Apartments, 4432 Buena Vista Apartments, The Annex Apartments, 4319 Buena Vista Apartments, The Chase Apartments and Avalon Apartments, respectively. (1N) A Single Mortgage Note secured by Kessel Food Market- Flushing and Kessel Food Market-Grand Blanc, respectively. (1O) The Mortgage Loans secured by Red Oak Apartments, Diplomat Apartments, Waterston Apartments, Montage Apartments, Melroy Apartments and Envoy Apartments, respectively, are cross-collateralized and cross-defaulted. (1P) The Mortgage Loans secured by Dunshire Gardens Apartments, Alpine Gardens Apartments and Delvale Apartments, respectively, are cross-collateralized and cross-defaulted. (1Q) The Mortgage Loans secured by Texas City Medical Office Building and Hollyvale Apartments, respectively, are cross-collateralized and cross-defaulted. (1R) The Mortgage Loans secured by Territorial Village and Telshor Tower Plaza, respectively, are cross-collateralized and cross-defaulted. (2) The Mortgage Loan secured by Capital Heights Shopping Center has an interest only period of 24 months from origination and thereafter is scheduled to amortize over 360 months with the payment presented reflecting the amount due during the amortization term. (3) Does not include any Mortgage Loans secured by hotel properties. (4) In the case of cross-collateralized and cross-defaulted Mortgage Loans, the combined LTV is presented for each and every related Mortgage Loan. (5) At maturity with respect to Balloon Loans and Fully Amortizing Loans or at the ARD in the case of ARD Loans. There can be no assurance that the value of any particular Mortgaged Property will not have declined from the original appraised value. Weighted Average, Maximum and Minimum presented are calculated without regard to any Fully Amortizing Loans. (6) Underwritten NCF reflects the Net Cash Flow after U/W Replacement Reserves, U/W LC's and TI's and FF&E. (7) U/W DSCR is based on the amount of the monthly payments presented. In the case of cross-collateralized and cross-defaulted Mortgage Loans the combined U/W DSCR is presented for each and every related Mortgage Loan. Characteristics of the Mortgage Loans
Original Mortgage Loan Principal Cut-off Date # Property Name Seller Balance Balance (3) - - ------------- ------ ------- ----------- 1 Oakwood Plaza GECA $68,123,000 $67,944,452 2 Arbor Lake Club Apartments (1A) Column 30,100,000 30,100,000 3 The Parkview Apartments - FL (1A) Column 9,550,000 9,550,000 4 Heron's Cove Apartments (1A) Column 9,500,000 9,500,000 5 Horizons North Apartments (1A) Column 8,850,000 8,850,000 6 Herald Center Column 50,000,000 49,975,508 7 Sterling Point Apartments (1B) Column 20,817,788 20,751,731 8 Sandridge Apartments (1B) Column 15,147,959 15,099,893 9 Woodscape Apartments (1B) Column 10,144,927 10,112,736 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) GECA 13,356,952 13,356,952 11 Stone Fort Land - The Krystal Office Building (1C) GECA 9,258,048 9,258,048 12 Stone Fort Land - Riverside Center (1C) GECA 8,514,000 8,514,000 13 Stone Fort Land - Harrison Direct Warehouse (1C) GECA 3,680,000 3,680,000 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) GECA 1,326,000 1,326,000 15 Center At The Plant Column 32,000,000 31,961,668 16 The Boardwalk GECA 24,917,000 24,917,000 17 Cherry Creek Retirement Village (1D) Column 16,750,000 16,729,883 18 Remington Heights Retirement Community (1D) Column 7,500,000 7,490,992 19 Charles River Center Column 24,000,000 24,000,000 20 Fox Run Shopping Center GECA 24,000,000 24,000,000 21 Two University Plaza (1E) GSMC 12,001,734 12,001,734 22 800-900 Lanidex Plaza (1E) GSMC 9,637,272 9,637,272 23 140 Littleton Road (1E) GSMC 1,760,994 1,760,994 24 Embarcadero Corporate Center Column 22,500,000 22,500,000 25 Best Buy Plaza Shopping Center Column 21,300,000 21,288,630 26 Highland Falls Apartments GECA 21,300,000 21,259,030 27 Rancho Ocaso GECA 15,600,000 15,591,171 28 The Court at Deptford II GECA 15,406,000 15,387,641 29 Sage Crossing Apartments Column 15,250,000 15,230,469 30 Crossroads at Buckland Hills GSMC 14,800,000 14,800,000 31 Deerbrook Crossing Shopping Center GSMC 14,150,000 14,150,000 32 Sundance Village Apartments GECA 14,000,000 13,799,510 33 Lake Mead Pavilion Shopping Center GECA 13,650,000 13,623,886 34 Ontario Plaza Column 13,600,000 13,558,185 35 Cole Spring Plaza GECA 13,208,421 13,054,552 36 Penney's Plaza GECA 12,961,000 12,961,000 37 Pines of Westbury GECA 13,000,000 12,940,243 38 Bell Run Plaza GSMC 12,800,000 12,754,463 39 River Haven Mobile Home Park (1F) GECA 9,939,020 9,939,020 40 Knollwood Estates Mobile Home Park (1F) GECA 2,760,980 2,760,980 41 Colesville Towers GECA 12,609,573 12,457,514 42 North Pointe Apartments GECA 11,324,000 11,209,320 43 Tower Plaza Retail Center Column 11,100,000 11,100,000 44 Mountain View Mobile Home Park GSMC 11,000,000 10,965,978 45 The Mosby Building & Apartments GECA 10,877,000 10,864,106 46 211 South Gulph Road GSMC 10,850,000 10,831,786 47 Pinewood Apartments GSMC 10,600,000 10,516,842 48 U-Haul - Rusfield (1G) GECA 4,360,058 4,360,058 49 U-Haul - San Clemente (1G) GECA 2,837,732 2,837,732 50 U-Haul - East Colonial (1G) GECA 1,891,822 1,891,822 51 U-Haul - MacArthur Park (1G) GECA 1,182,388 1,182,388 52 Park Knolls Apartments GECA 10,200,000 10,193,814 53 Diamond Bar Towne Center GSMC 9,700,000 9,688,947 54 U-Haul - Dublin (1H) GECA 3,217,246 3,217,246 55 U-Haul - Northridge (1H) GECA 2,618,838 2,618,838 56 U-Haul - Orange Park (1H) GECA 1,898,175 1,898,175 57 U-Haul - Tulsa (1H) GECA 1,891,741 1,891,741 58 Cherry Knolls Shopping Center GECA 9,636,000 9,624,215 59 333 Sam Houston Office Building Column 9,400,000 9,400,000 60 The Shadowbrook Apartments GSMC 9,480,000 9,397,777 61 Delta Fair Shopping Center GSMC 9,200,000 9,189,628 62 Willow Springs Shopping Center (1I) Column 5,000,000 4,995,713 63 Villa Shopping Center (1I) Column 2,600,000 2,597,771 64 Crystal Gardens Shopping Center (1I) Column 1,550,000 1,548,671 65 Hazelcrest Place GECA 9,120,000 9,063,117 66 BJ's Plaza Shopping Center GECA 9,100,000 9,030,538 67 Holiday Inn Express - City Center Column 9,000,000 8,993,064 68 U-Haul - Margate (1J) GECA 3,365,312 3,365,312 69 U-Haul - Copperfield (1J) GECA 1,945,150 1,945,150 70 U-Haul - Hampton (1J) GECA 1,817,269 1,817,269 71 U-Haul - Lodi (1J) GECA 1,817,269 1,817,269 72 Fashion Outlet Center GECA 8,650,000 8,636,259 73 Tivoli Apartments GECA 8,200,000 8,195,550 74 Tetra - Chase Texas Bank Center GSMC 8,185,000 8,175,323 75 1384-1450 Park Avenue (1K) GECA 4,183,511 4,148,631 76 Rojacks Supermarket/CVS Pharmacy (1K) GECA 2,290,592 2,271,495 77 Trucchi's Supermarket (1K) GECA 1,725,897 1,711,508 78 Campus Hills Shopping Center Column 8,100,000 8,100,000 79 Carrollton Place Apartments GECA 8,000,000 7,990,665 80 Welshwood Apartments GECA 7,944,000 7,934,876 81 Summit Square Shopping Center GSMC 8,000,000 7,856,262 82 Park Ridge Apartments GSMC 7,846,481 7,846,481 83 294-306A Harvard Street GECA 7,820,000 7,811,042 84 929 Pearl Street (1L) Column 4,250,000 4,247,835 85 2005 Tenth Street (1L) Column 3,400,000 3,398,268 86 Industrial Warehouse GSMC 7,600,000 7,596,362 87 Mesa Dunes Mobile Home Park GECA 7,600,000 7,585,381 88 Pleasant Hill Executive Park GECA 7,524,000 7,515,312 89 Best Western - Stratford Inn GECA 7,140,000 7,140,000 90 Silverside-Carr Corporate Center GSMC 7,140,000 7,131,086 91 Country Corners Apartments GECA 7,125,000 7,033,257 92 Bell Palm Plaza GECA 7,006,000 6,997,910 93 Pleasant Run Apartments GECA 6,880,000 6,880,000 94 Chalet Apartments & Commercial Plaza GECA 6,900,000 6,829,146 95 West Ashley Shoppes Shopping Center GSMC 6,700,000 6,700,000 96 Hampton Inn - Anchorage GECA 6,500,000 6,478,558 97 Pacific Isle Apartments GECA 6,450,000 6,450,000 98 Sunset Crest Apartments GECA 6,450,000 6,450,000 99 Skyline Apartments GSMC 6,500,000 6,449,163 100 Hampton Inn & Suites - Annapolis GECA 6,400,000 6,400,000 101 Carlisle Commerce Center GECA 6,383,000 6,379,880 102 Glendale Medical Arts Center Column 6,000,000 5,997,057 103 Batavia Wood Medical Center GSMC 5,950,000 5,943,783 104 Village Green Plaza Shopping Center GECA 6,000,000 5,930,478 105 South Bank Riverwalk Retail GECA 6,000,000 5,888,781 106 Pickwick Apartments Column 5,400,000 5,389,808 107 The Villas of Buena Vista Apartments (1M) Column 770,576 770,576 108 The Parkview Apartments - TX (1M) Column 545,300 545,300 109 Madras Apartments (1M) Column 528,900 528,900 110 Alexandria Apartments - TX (1M) Column 506,300 506,300 111 Sandia Park (1M) Column 459,000 459,000 112 4300 Travis Apartments (1M) Column 428,000 428,000 113 Vista Quarters Condos (1M) Column 373,500 373,500 114 3131 Armstrong Condominiums (1M) Column 365,200 365,200 115 The Essex (1M) Column 350,000 350,000 116 4431 Travis Street Apartments (1M) Column 208,000 208,000 117 4432 Buena Vista Apartments (1M) Column 201,171 201,171 118 The Annex Apartments (1M) Column 195,050 195,050 119 4319 Buena Vista Apartments (1M) Column 141,100 141,100 120 The Chase Apartments (1M) Column 121,049 121,049 121 Avalon Apartments (1M) Column 106,854 106,854 122 Point Breeze Apartments Column 5,300,000 5,297,180 123 Hidden Oaks Apartments Column 5,300,000 5,296,933 124 El Monte Shopping Center GSMC 5,250,000 5,246,806 125 Casa Real Apartments GSMC 5,250,000 5,211,823 126 The Plaza Apartments GECA 5,161,000 5,154,834 127 Washington Square Shopping Center Column 5,090,000 5,082,521 128 Beechnut Village Shopping Center GSMC 5,075,000 5,075,000 129 Anaheim Mobile Estates Column 5,050,000 5,042,440 130 Westridge Marketplace GECA 5,040,000 5,033,708 131 McGehee Park Apartments Column 5,000,000 4,997,349 132 Cypress Center GECA 5,000,000 4,962,517 133 Best Western - Miramar GECA 4,900,000 4,896,024 134 Garden City Tower GECA 4,900,000 4,869,438 135 Tradewinds Apartments GSMC 4,800,000 4,797,522 136 Highland Country Estates Column 4,800,000 4,797,116 137 The Highlands Apartments Column 4,700,000 4,697,499 138 8800 Roswell Road Office Park GECA 4,403,000 4,397,545 139 Turf Mobile Manor GECA 4,320,000 4,314,730 140 Oakwood Village Apartments GECA 4,240,000 4,237,646 141 La Salle Crossing Apartments GSMC 4,258,000 4,224,857 142 Wynnewood Greens Apartments GSMC 4,150,000 4,137,687 143 Comfort Inn - Augusta GECA 4,009,000 4,001,738 144 220 Jackson Street GECA 3,995,000 3,990,264 145 Weis Plaza GSMC 4,000,000 3,985,770 146 75 Canton Office Park GECA 3,961,000 3,956,093 147 Capital Heights Shopping Center (2) Column 3,900,000 3,900,000 148 Emerald Center GECA 3,805,000 3,800,958 149 NationsBank Office Building Column 3,800,000 3,800,000 150 Pecos Trail Office Compound, Phase III Column 3,800,000 3,798,136 151 HealthSouth Medical Plaza GSMC 3,791,000 3,789,173 152 Hampton Inn - Louisville GECA 3,600,000 3,596,040 153 Holiday Inn - Augusta GECA 3,596,000 3,589,486 154 Nassau Bay Village Apartments GECA 3,580,747 3,556,849 155 West Knoll Apartments GSMC 3,550,000 3,539,842 156 Best Western - San Mateo Los Prados Inn Column 3,500,000 3,497,235 157 Parkway Shopping Center GSMC 3,500,000 3,496,484 158 1600 Congress Street/343 Forest Avenue Column 3,500,000 3,493,209 159 Scenic View Apartments GECA 3,467,000 3,462,847 160 Mustang Crossing Apartments Column 3,400,000 3,398,262 161 Meadow Crossing Apartments Column 3,400,000 3,397,009 162 Owens Corning Manufacturing Warehouse GECA 3,500,000 3,348,357 163 Daley Square Column 3,300,000 3,300,000 164 Old Florida Plaza GSMC 3,300,000 3,298,443 165 Arrowhead Creekside Center GSMC 3,300,000 3,296,149 166 Holiday Inn - Clovis GSMC 3,300,000 3,294,731 167 3005 Peachtree Road GECA 3,227,000 3,223,458 168 Hampton Inn - Columbus East GECA 3,224,000 3,213,732 169 Newport Towers GECA 3,200,000 3,198,419 170 Mont Michel Apartments Column 3,200,000 3,196,067 171 Soniat House Hotel GECA 3,200,000 3,194,261 172 Fairview Market GECA 3,200,000 3,168,561 173 Montclaire Apartments Column 3,150,000 3,145,935 174 Embassy Building GECA 3,100,000 3,094,676 175 Park Terrace Apartments GECA 3,080,000 3,080,000 176 Westheimer Plaza Shopping Center GECA 3,077,000 3,072,169 177 129-133 West 29th Street GSMC 3,000,000 3,000,000 178 Woodspear/Vista Flores Apartments GECA 3,000,000 3,000,000 179 Clarendon CVS GECA 3,000,000 2,996,600 180 A Storage Place Phases I & II GECA 2,925,000 2,922,415 181 135 Raritan Center Parkway Column 2,890,000 2,890,000 182 The Treasury Center GSMC 2,850,000 2,847,836 183 Crescent View Apartments GECA 2,809,000 2,807,555 184 Comfort Suites Intercontinental Plaza GECA 2,800,000 2,800,000 185 Cottonwood Medical & Dental Center GSMC 2,800,000 2,796,894 186 Blue Bell Shopping Center GECA 2,720,000 2,716,665 187 Sun Plaza GECA 2,715,000 2,713,737 188 Kirkland Business Center Column 2,700,000 2,694,862 189 Colima Plaza GSMC 2,700,000 2,685,530 190 Kmart - Columbus GECA 2,660,000 2,658,819 191 Briarwood Mobile Home Park GECA 2,652,000 2,652,000 192 Ohio Valley Nursing Home GSMC 2,652,000 2,641,125 193 Forest Edge Apartments GECA 2,642,000 2,637,527 194 Sonora Crossroads GECA 2,567,000 2,562,934 195 Crystal Springs Apartments Column 2,550,000 2,547,757 196 Chateau Park Apartments Column 2,550,000 2,546,642 197 Scottsdale Air Park Column 2,525,000 2,521,936 198 Preston Royal Office Park GECA 2,500,000 2,497,373 199 Regent Place Office Building GSMC 2,500,000 2,497,315 200 Dale Terrace Apartments Column 2,475,000 2,470,616 201 Woodside Apartments GSMC 2,483,000 2,463,812 202 Virginia Dare Office Building Column 2,450,000 2,450,000 203 Rustic Ridge Apartments GECA 2,460,000 2,433,802 204 Heritage Square Retail Center GECA 2,433,000 2,429,359 205 Kessel Food Market - Flushing (1N) Column 1,324,000 1,320,086 206 Kessel Food Market - Grand Blanc (1N) Column 1,101,000 1,097,745 207 178-188 Middle Street Column 2,400,000 2,400,000 208 350 Raritan Center Parkway Column 2,400,000 2,400,000 209 El San Juan Mobile Home Park Column 2,400,000 2,398,633 210 Meadowood Apartments GECA 2,368,000 2,368,000 211 Country Club Corner Retail Center GECA 2,350,000 2,346,145 212 Vagabond Apartments Column 2,325,000 2,320,687 213 Esprit Office Building GECA 2,323,000 2,319,033 214 Mission Plaza Column 2,250,000 2,247,326 215 Broussard Village Shopping Center GSMC 2,245,000 2,243,880 216 Another Attic Self Storage GECA 2,240,000 2,240,000 217 Raintree Apartments GECA 2,200,000 2,176,570 218 Jeffco Plaza GSMC 2,150,000 2,142,990 219 Ramada Inn - Chatsworth GSMC 2,150,000 2,139,190 220 Preston Plaza GECA 2,125,000 2,122,687 221 U.S. Storage Centers GECA 2,122,000 2,121,009 222 Comfort Inn - San Jose Column 2,100,000 2,100,000 223 A-1 Mini Storage GECA 2,000,000 2,000,000 224 Sandpiper Apartments Column 2,000,000 1,998,932 225 Plantation Xtra Storage GECA 2,000,000 1,996,209 226 Perimeter Plaza Shopping Center Column 2,000,000 1,995,975 227 Red Oak Apartments (1O) Column 675,000 673,100 228 Diplomat Apartments (1O) Column 385,000 383,916 229 Waterston Apartments (1O) Column 280,000 279,212 230 Montage Apartments (1O) Column 264,000 263,257 231 Melroy Apartments (1O) Column 215,000 214,395 232 Envoy Apartments (1O) Column 175,000 174,507 233 Sixth & Gass Office Building GECA 1,969,000 1,966,720 234 Rancho Los Amigos GECA 1,920,000 1,916,522 235 Savemart Shopping Center GECA 1,903,000 1,902,152 236 Glenwood Apartments Column 1,880,000 1,880,000 237 Georgian Court/Woodside Apartments Column 1,844,000 1,844,000 238 Everhart Place Apartments GECA 1,840,000 1,839,060 239 West 34th Self Storage GECA 1,837,000 1,837,000 240 Regency Apartments Column 1,830,000 1,830,000 241 Corona Industrial Center GSMC 1,800,000 1,799,171 242 North American/Lazy "R" Manufactured Housing Communities GECA 1,800,000 1,797,547 243 Harmony Mobile Home Park Column 1,800,000 1,796,802 244 Dunshire Gardens Apartments (1P) Column 1,060,000 1,057,999 245 Alpine Gardens Apartments (1P) Column 400,000 399,245 246 Delvale Apartments (1P) Column 340,000 339,358 247 The Northwest Medical Plaza Shopping Center Column 1,800,000 1,794,881 248 Kingsley Business Center GSMC 1,770,000 1,763,753 249 OfficeMax GECA 1,800,000 1,761,049 250 Rutherford Place Column 1,725,000 1,724,217 251 The Woods II Office Buildings GECA 1,700,000 1,699,212 252 Greenville Avenue B & G GECA 1,655,000 1,650,879 253 Boulder Ridge Apartments GECA 1,628,000 1,610,052 254 Spring Gardens Apartments Column 1,600,000 1,600,000 255 The Admiral Apartments & The Drake Apartments Column 1,550,000 1,548,349 256 Heritage Apartments Column 1,525,000 1,522,171 257 Montgomery Village Executive Plaza Phase I Column 1,530,000 1,521,952 258 Orchard Lake Mini-Storage Column 1,517,000 1,515,822 259 Parker Road Retail Column 1,500,000 1,498,771 260 Smith Shopping Center Column 1,480,000 1,473,931 261 Rivermont Park GECA 1,500,000 1,468,887 262 SecurCare of Colorado Springs GECA 1,462,000 1,460,438 263 Free Street Office Building Column 1,450,000 1,448,871 264 Maple Valley Plaza Column 1,450,000 1,445,217 265 Crestview Apartments Column 1,450,000 1,431,223 266 Cedar Lakes Apartments Column 1,435,000 1,427,185 267 Rose Garden Apartments Column 1,425,000 1,422,357 268 Kmart - Charleston GECA 1,409,000 1,408,375 269 Edelweiss Apartments Column 1,400,000 1,392,010 270 The Wachler Building Column 1,400,000 1,382,555 271 CTC II Building GSMC 1,350,000 1,348,498 272 Autumn Ridge Apartments GECA 1,350,000 1,323,711 273 Diversey & Sheffield Plaza Column 1,300,000 1,298,909 274 The Pinger Building Column 1,300,000 1,291,517 275 Elden Professional Building Column 1,275,000 1,274,017 276 Orangetree Apartments Column 1,280,000 1,273,404 277 Silver Cliff Apartments Column 1,270,000 1,268,921 278 Granada Plaza Column 1,250,000 1,249,046 279 Summitwood Village Apartments Column 1,240,000 1,235,453 280 2221 Lee Road Office Building Column 1,175,000 1,174,465 281 All American Mini Storage Column 1,160,000 1,159,047 282 201 Commonwealth Court Column 1,140,000 1,140,000 283 Olde Oaks Apartments Column 1,100,000 1,097,943 284 Bouganvillas Apartments Column 1,080,000 1,076,073 285 Martin Mobile Home Park Column 1,070,000 1,070,000 286 Ellendale Place Apartments Column 1,060,000 1,060,000 287 Kessel Food Market - Saginaw Column 1,047,000 1,046,088 288 Talbot Center Column 1,037,000 1,037,000 289 Circle K Mobile Home Park Column 1,040,000 1,035,735 290 Strawberry Hill Apartments Column 1,000,000 1,000,000 291 McGeordan Apartments Column 1,000,000 997,334 292 Camel Toe Plaza Shopping Center Column 975,000 974,276 293 Washington Park Offices Column 975,000 970,603 294 Denway Circle Apartments Column 970,000 968,844 295 Oxford Village Apartments Column 950,000 948,938 296 Space Saver #8 Self-Storage Facility Column 950,000 948,390 297 Food City Retail Center Column 940,000 937,462 298 Meadowood I Apartments Column 935,000 935,000 299 Windy Hill Apartments Column 930,000 930,000 300 Northgate Plaza Column 900,000 900,000 301 Lone Mountain Mobile Home Park Column 900,000 900,000 302 Ogden Apartments Column 900,000 900,000 303 Oak Lawn Square Column 900,000 899,259 304 Flat Iron Building Column 900,000 898,937 305 Baymar Apartments Column 900,000 888,390 306 Texas City Medical Office Building (1Q) Column 550,000 548,288 307 Hollyvale Apartments (1Q) Column 335,000 333,950 308 Grandin Village Apartments Column 880,000 880,000 309 Riverview Estates Mobile Home Park Column 850,000 847,676 310 Tree Top Apartments Column 800,000 799,362 311 871 Islington Street Column 800,000 797,794 312 Westwood Apartments Column 800,000 796,059 313 Territorial Village (1R) Column 510,000 506,800 314 Telshor Tower Plaza (1R) Column 250,000 248,431 315 Congress Building Column 715,000 713,746 316 Continental House Apartments Column 690,000 688,149 317 Affordable Self Storage Column 675,000 675,000 318 Iroquois Apartments Column 668,000 667,494 319 Bay Palm Apartments Column 654,000 653,700 320 969 & 971 Amsterdam Avenue Column 650,000 649,551 321 59-15 55th Street Column 650,000 648,399 322 Chesterfield/Eula Apartments Column 640,000 635,485 323 Carillon Retail Center Column 635,000 634,523 324 Pine Street Apartments & Blossom Street Apartments Column 625,000 625,000 325 Penn State Office Building Column 600,000 599,764 326 Autumn Run Apartments Column 580,000 576,541 327 Pullman Park Apartments Column 575,000 571,924 328 Spanish Oaks Apartments Column 560,000 556,884 329 Ballenger Manor Apartments Column 552,000 551,542 330 Allen Avenue Apartments Column 535,000 532,745 331 Skyline Mall Column 535,000 531,407 332 James Road Medical Center Column 520,000 520,000 333 Rebecca Apartments Column 525,000 516,867 334 The Homestead Apartments Column 500,000 500,000 335 Corona Avenue Apartments Column 498,000 497,360 336 Sandstone Apartments Column 450,000 447,445 337 Lynn Villa Apartments Column 415,000 414,286 338 Savannah Apartments Column 395,000 394,304 339 Vienna Terrace Apartments Column 375,000 371,285 340 Alexandria Apartments - CO Column 315,000 314,444 341 Boynton Vista Apartments Column 300,000 298,486 342 Navarro Crossing Apartments Column 275,000 272,574 343 Kordis Apartments Column 250,000 248,667 Total/Weighted Average $1,554,033,896 $1,550,432,654 Maximum: $68,123,000 $67,944,452 Minimum: $106,854 $106,854 Origination Remaining Original Percentage of Amortization Amortization Term to Initial Term Term Maturity # Property Name Pool Balance (months) (months) (months) (4) - - ------------- ------------ -------- -------- ------------ 1 Oakwood Plaza 4.4% 360 356 120 2 Arbor Lake Club Apartments (1A) 1.9% 360 360 120 3 The Parkview Apartments - FL (1A) 0.6% 360 360 120 4 Heron's Cove Apartments (1A) 0.6% 360 360 120 5 Horizons North Apartments (1A) 0.6% 360 360 120 6 Herald Center 3.2% 360 359 120 7 Sterling Point Apartments (1B) 1.3% 360 356 120 8 Sandridge Apartments (1B) 1.0% 360 356 120 9 Woodscape Apartments (1B) 0.7% 360 356 120 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 0.9% 360 360 120 11 Stone Fort Land - The Krystal Office Building (1C) 0.6% 360 360 120 12 Stone Fort Land - Riverside Center (1C) 0.5% 360 360 120 13 Stone Fort Land - Harrison Direct Warehouse (1C) 0.2% 360 360 120 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 0.1% 360 360 120 15 Center At The Plant 2.1% 360 358 120 16 The Boardwalk 1.6% 360 360 120 17 Cherry Creek Retirement Village (1D) 1.1% 360 358 120 18 Remington Heights Retirement Community (1D) 0.5% 360 358 120 19 Charles River Center 1.5% 360 360 120 20 Fox Run Shopping Center 1.5% 360 360 120 21 Two University Plaza (1E) 0.8% 360 360 120 22 800-900 Lanidex Plaza (1E) 0.6% 360 360 120 23 140 Littleton Road (1E) 0.1% 360 360 120 24 Embarcadero Corporate Center 1.5% 360 360 120 25 Best Buy Plaza Shopping Center 1.4% 360 359 120 26 Highland Falls Apartments 1.4% 360 357 120 27 Rancho Ocaso 1.0% 360 359 120 28 The Court at Deptford II 1.0% 360 358 120 29 Sage Crossing Apartments 1.0% 360 358 84 30 Crossroads at Buckland Hills 1.0% 360 360 120 31 Deerbrook Crossing Shopping Center 0.9% 360 360 120 32 Sundance Village Apartments 0.9% 300 288 300 33 Lake Mead Pavilion Shopping Center 0.9% 360 357 120 34 Ontario Plaza 0.9% 360 356 120 35 Cole Spring Plaza 0.8% 360 346 144 36 Penney's Plaza 0.8% 360 360 120 37 Pines of Westbury 0.8% 360 354 120 38 Bell Run Plaza 0.8% 360 355 120 39 River Haven Mobile Home Park (1F) 0.6% 360 360 120 40 Knollwood Estates Mobile Home Park (1F) 0.2% 360 360 120 41 Colesville Towers 0.8% 360 346 120 42 North Pointe Apartments 0.7% 360 347 180 43 Tower Plaza Retail Center 0.7% 360 360 120 44 Mountain View Mobile Home Park 0.7% 360 356 120 45 The Mosby Building & Apartments 0.7% 360 358 120 46 211 South Gulph Road 0.7% 360 357 120 47 Pinewood Apartments 0.7% 360 350 120 48 U-Haul - Rusfield (1G) 0.3% 312 312 120 49 U-Haul - San Clemente (1G) 0.2% 312 312 120 50 U-Haul - East Colonial (1G) 0.1% 312 312 120 51 U-Haul - MacArthur Park (1G) 0.1% 312 312 120 52 Park Knolls Apartments 0.7% 360 359 120 53 Diamond Bar Towne Center 0.6% 360 358 120 54 U-Haul - Dublin (1H) 0.2% 312 312 120 55 U-Haul - Northridge (1H) 0.2% 312 312 120 56 U-Haul - Orange Park (1H) 0.1% 312 312 120 57 U-Haul - Tulsa (1H) 0.1% 312 312 120 58 Cherry Knolls Shopping Center 0.6% 360 358 120 59 333 Sam Houston Office Building 0.6% 360 360 120 60 The Shadowbrook Apartments 0.6% 360 349 120 61 Delta Fair Shopping Center 0.6% 360 358 120 62 Willow Springs Shopping Center (1I) 0.3% 300 299 120 63 Villa Shopping Center (1I) 0.2% 300 299 120 64 Crystal Gardens Shopping Center (1I) 0.1% 300 299 120 65 Hazelcrest Place 0.6% 360 352 240 66 BJ's Plaza Shopping Center 0.6% 360 350 180 67 Holiday Inn Express - City Center 0.6% 300 299 120 68 U-Haul - Margate (1J) 0.2% 312 312 120 69 U-Haul - Copperfield (1J) 0.1% 312 312 120 70 U-Haul - Hampton (1J) 0.1% 312 312 120 71 U-Haul - Lodi (1J) 0.1% 312 312 120 72 Fashion Outlet Center 0.6% 360 357 120 73 Tivoli Apartments 0.5% 360 359 120 74 Tetra - Chase Texas Bank Center 0.5% 360 358 120 75 1384-1450 Park Avenue (1K) 0.3% 360 349 180 76 Rojacks Supermarket/CVS Pharmacy (1K) 0.1% 360 349 180 77 Trucchi's Supermarket (1K) 0.1% 360 349 180 78 Campus Hills Shopping Center 0.5% 360 360 120 79 Carrollton Place Apartments 0.5% 360 358 120 80 Welshwood Apartments 0.5% 360 358 120 81 Summit Square Shopping Center 0.5% 240 231 240 82 Park Ridge Apartments 0.5% 349 349 109 83 294-306A Harvard Street 0.5% 360 358 120 84 929 Pearl Street (1L) 0.3% 360 359 120 85 2005 Tenth Street (1L) 0.2% 360 359 120 86 Industrial Warehouse 0.5% 360 359 120 87 Mesa Dunes Mobile Home Park 0.5% 360 357 120 88 Pleasant Hill Executive Park 0.5% 360 358 120 89 Best Western - Stratford Inn 0.5% 300 300 120 90 Silverside-Carr Corporate Center 0.5% 360 358 120 91 Country Corners Apartments 0.5% 360 344 120 92 Bell Palm Plaza 0.5% 360 358 120 93 Pleasant Run Apartments 0.4% 360 360 120 94 Chalet Apartments & Commercial Plaza 0.4% 360 347 180 95 West Ashley Shoppes Shopping Center 0.4% 360 360 120 96 Hampton Inn - Anchorage 0.4% 240 238 120 97 Pacific Isle Apartments 0.4% 360 360 120 98 Sunset Crest Apartments 0.4% 360 360 120 99 Skyline Apartments 0.4% 360 349 120 100 Hampton Inn & Suites - Annapolis 0.4% 300 300 120 101 Carlisle Commerce Center 0.4% 360 359 84 102 Glendale Medical Arts Center 0.4% 360 359 120 103 Batavia Wood Medical Center 0.4% 360 358 120 104 Village Green Plaza Shopping Center 0.4% 300 290 156 105 South Bank Riverwalk Retail 0.4% 240 231 240 106 Pickwick Apartments 0.3% 360 357 120 107 The Villas of Buena Vista Apartments (1M) 0.0% 300 300 120 108 The Parkview Apartments - TX (1M) 0.0% 300 300 120 109 Madras Apartments (1M) 0.0% 300 300 120 110 Alexandria Apartments - TX (1M) 0.0% 300 300 120 111 Sandia Park (1M) 0.0% 300 300 120 112 4300 Travis Apartments (1M) 0.0% 300 300 120 113 Vista Quarters Condos (1M) 0.0% 300 300 120 114 3131 Armstrong Condominiums (1M) 0.0% 300 300 120 115 The Essex (1M) 0.0% 300 300 120 116 4431 Travis Street Apartments (1M) 0.0% 300 300 120 117 4432 Buena Vista Apartments (1M) 0.0% 300 300 120 118 The Annex Apartments (1M) 0.0% 300 300 120 119 4319 Buena Vista Apartments (1M) 0.0% 300 300 120 120 The Chase Apartments (1M) 0.0% 300 300 120 121 Avalon Apartments (1M) 0.0% 300 300 120 122 Point Breeze Apartments 0.3% 360 359 120 123 Hidden Oaks Apartments 0.3% 360 359 120 124 El Monte Shopping Center 0.3% 360 359 120 125 Casa Real Apartments 0.3% 360 351 120 126 The Plaza Apartments 0.3% 360 358 120 127 Washington Square Shopping Center 0.3% 360 357 120 128 Beechnut Village Shopping Center 0.3% 360 360 120 129 Anaheim Mobile Estates 0.3% 240 239 240 130 Westridge Marketplace 0.3% 360 358 120 131 McGehee Park Apartments 0.3% 360 359 120 132 Cypress Center 0.3% 300 293 180 133 Best Western - Miramar 0.3% 300 299 120 134 Garden City Tower 0.3% 360 352 240 135 Tradewinds Apartments 0.3% 360 359 120 136 Highland Country Estates 0.3% 360 359 120 137 The Highlands Apartments 0.3% 360 359 120 138 8800 Roswell Road Office Park 0.3% 360 358 120 139 Turf Mobile Manor 0.3% 360 358 120 140 Oakwood Village Apartments 0.3% 360 359 84 141 La Salle Crossing Apartments 0.3% 360 349 120 142 Wynnewood Greens Apartments 0.3% 360 356 120 143 Comfort Inn - Augusta 0.3% 300 298 120 144 220 Jackson Street 0.3% 360 358 120 145 Weis Plaza 0.3% 360 355 120 146 75 Canton Office Park 0.3% 360 358 120 147 Capital Heights Shopping Center (2) 0.3% 360 360 120 148 Emerald Center 0.2% 360 358 120 149 NationsBank Office Building 0.2% 360 360 120 150 Pecos Trail Office Compound, Phase III 0.2% 360 359 120 151 HealthSouth Medical Plaza 0.2% 360 359 120 152 Hampton Inn - Louisville 0.2% 276 275 120 153 Holiday Inn - Augusta 0.2% 300 298 120 154 Nassau Bay Village Apartments 0.2% 360 352 60 155 West Knoll Apartments 0.2% 300 297 120 156 Best Western - San Mateo Los Prados Inn 0.2% 300 299 84 157 Parkway Shopping Center 0.2% 300 299 120 158 1600 Congress Street/343 Forest Avenue 0.2% 300 298 120 159 Scenic View Apartments 0.2% 360 358 120 160 Mustang Crossing Apartments 0.2% 360 359 120 161 Meadow Crossing Apartments 0.2% 300 299 120 162 Owens Corning Manufacturing Warehouse 0.2% 156 145 137 163 Daley Square 0.2% 360 360 120 164 Old Florida Plaza 0.2% 360 359 120 165 Arrowhead Creekside Center 0.2% 360 358 120 166 Holiday Inn - Clovis 0.2% 300 298 120 167 3005 Peachtree Road 0.2% 360 358 120 168 Hampton Inn - Columbus East 0.2% 240 238 120 169 Newport Towers 0.2% 360 359 120 170 Mont Michel Apartments 0.2% 264 263 120 171 Soniat House Hotel 0.2% 300 298 120 172 Fairview Market 0.2% 360 347 240 173 Montclaire Apartments 0.2% 360 358 120 174 Embassy Building 0.2% 360 357 120 175 Park Terrace Apartments 0.2% 360 360 120 176 Westheimer Plaza Shopping Center 0.2% 360 357 120 177 129-133 West 29th Street 0.2% 300 300 120 178 Woodspear/Vista Flores Apartments 0.2% 360 360 120 179 Clarendon CVS 0.2% 360 358 120 180 A Storage Place Phases I & II 0.2% 300 299 120 181 135 Raritan Center Parkway 0.2% 360 360 120 182 The Treasury Center 0.2% 300 299 120 183 Crescent View Apartments 0.2% 360 359 120 184 Comfort Suites Intercontinental Plaza 0.2% 276 276 120 185 Cottonwood Medical & Dental Center 0.2% 360 358 120 186 Blue Bell Shopping Center 0.2% 360 358 120 187 Sun Plaza 0.2% 360 359 120 188 Kirkland Business Center 0.2% 300 298 120 189 Colima Plaza 0.2% 300 295 120 190 Kmart - Columbus 0.2% 360 359 120 191 Briarwood Mobile Home Park 0.2% 360 360 120 192 Ohio Valley Nursing Home 0.2% 300 296 120 193 Forest Edge Apartments 0.2% 360 357 120 194 Sonora Crossroads 0.2% 360 357 120 195 Crystal Springs Apartments 0.2% 300 299 120 196 Chateau Park Apartments 0.2% 360 358 120 197 Scottsdale Air Park 0.2% 360 358 120 198 Preston Royal Office Park 0.2% 360 358 120 199 Regent Place Office Building 0.2% 360 358 120 200 Dale Terrace Apartments 0.2% 360 357 120 201 Woodside Apartments 0.2% 360 349 120 202 Virginia Dare Office Building 0.2% 360 360 120 203 Rustic Ridge Apartments 0.2% 300 291 180 204 Heritage Square Retail Center 0.2% 360 357 120 205 Kessel Food Market - Flushing (1N) 0.1% 300 297 120 206 Kessel Food Market - Grand Blanc (1N) 0.1% 300 297 120 207 178-188 Middle Street 0.2% 300 300 120 208 350 Raritan Center Parkway 0.2% 300 300 120 209 El San Juan Mobile Home Park 0.2% 360 359 120 210 Meadowood Apartments 0.2% 360 360 120 211 Country Club Corner Retail Center 0.2% 360 357 120 212 Vagabond Apartments 0.1% 300 298 300 213 Esprit Office Building 0.1% 360 357 120 214 Mission Plaza 0.1% 360 358 180 215 Broussard Village Shopping Center 0.1% 360 359 120 216 Another Attic Self Storage 0.1% 300 300 120 217 Raintree Apartments 0.1% 300 291 180 218 Jeffco Plaza 0.1% 360 354 120 219 Ramada Inn - Chatsworth 0.1% 300 295 120 220 Preston Plaza 0.1% 360 358 120 221 U.S. Storage Centers 0.1% 360 359 120 222 Comfort Inn - San Jose 0.1% 300 300 120 223 A-1 Mini Storage 0.1% 300 300 120 224 Sandpiper Apartments 0.1% 360 359 120 225 Plantation Xtra Storage 0.1% 300 298 120 226 Perimeter Plaza Shopping Center 0.1% 300 298 120 227 Red Oak Apartments (1O) 0.0% 300 297 120 228 Diplomat Apartments (1O) 0.0% 300 297 120 229 Waterston Apartments (1O) 0.0% 300 297 120 230 Montage Apartments (1O) 0.0% 300 297 120 231 Melroy Apartments (1O) 0.0% 300 297 120 232 Envoy Apartments (1O) 0.0% 300 297 120 233 Sixth & Gass Office Building 0.1% 360 358 120 234 Rancho Los Amigos 0.1% 360 357 120 235 Savemart Shopping Center 0.1% 360 359 120 236 Glenwood Apartments 0.1% 360 360 120 237 Georgian Court/Woodside Apartments 0.1% 300 300 120 238 Everhart Place Apartments 0.1% 360 359 120 239 West 34th Self Storage 0.1% 300 300 120 240 Regency Apartments 0.1% 300 300 120 241 Corona Industrial Center 0.1% 360 359 120 242 North American/Lazy "R" Manufactured Housing Communities 0.1% 360 358 120 243 Harmony Mobile Home Park 0.1% 360 357 120 244 Dunshire Gardens Apartments (1P) 0.1% 300 298 120 245 Alpine Gardens Apartments (1P) 0.0% 300 298 120 246 Delvale Apartments (1P) 0.0% 300 298 120 247 The Northwest Medical Plaza Shopping Center 0.1% 300 297 120 248 Kingsley Business Center 0.1% 360 354 120 249 OfficeMax 0.1% 240 228 180 250 Rutherford Place 0.1% 360 359 120 251 The Woods II Office Buildings 0.1% 360 359 120 252 Greenville Avenue B & G 0.1% 300 297 120 253 Boulder Ridge Apartments 0.1% 300 290 180 254 Spring Gardens Apartments 0.1% 300 300 120 255 The Admiral Apartments & The Drake Apartments 0.1% 360 358 120 256 Heritage Apartments 0.1% 300 298 300 257 Montgomery Village Executive Plaza Phase I 0.1% 180 178 180 258 Orchard Lake Mini-Storage 0.1% 300 299 120 259 Parker Road Retail 0.1% 300 299 120 260 Smith Shopping Center 0.1% 360 354 120 261 Rivermont Park 0.1% 240 229 120 262 SecurCare of Colorado Springs 0.1% 360 358 84 263 Free Street Office Building 0.1% 300 299 120 264 Maple Valley Plaza 0.1% 240 238 120 265 Crestview Apartments 0.1% 240 233 240 266 Cedar Lakes Apartments 0.1% 360 353 120 267 Rose Garden Apartments 0.1% 300 298 300 268 Kmart - Charleston 0.1% 360 359 120 269 Edelweiss Apartments 0.1% 300 295 120 270 The Wachler Building 0.1% 240 233 120 271 CTC II Building 0.1% 360 358 120 272 Autumn Ridge Apartments 0.1% 240 229 240 273 Diversey & Sheffield Plaza 0.1% 300 299 120 274 The Pinger Building 0.1% 300 294 120 275 Elden Professional Building 0.1% 300 299 120 276 Orangetree Apartments 0.1% 360 353 120 277 Silver Cliff Apartments 0.1% 300 299 120 278 Granada Plaza 0.1% 300 299 120 279 Summitwood Village Apartments 0.1% 360 355 120 280 2221 Lee Road Office Building 0.1% 360 359 120 281 All American Mini Storage 0.1% 300 299 120 282 201 Commonwealth Court 0.1% 300 300 120 283 Olde Oaks Apartments 0.1% 300 298 120 284 Bouganvillas Apartments 0.1% 360 355 120 285 Martin Mobile Home Park 0.1% 300 300 120 286 Ellendale Place Apartments 0.1% 300 300 300 287 Kessel Food Market - Saginaw 0.1% 300 299 120 288 Talbot Center 0.1% 360 360 120 289 Circle K Mobile Home Park 0.1% 360 354 120 290 Strawberry Hill Apartments 0.1% 300 300 120 291 McGeordan Apartments 0.1% 300 297 120 292 Camel Toe Plaza Shopping Center 0.1% 300 299 120 293 Washington Park Offices 0.1% 240 237 240 294 Denway Circle Apartments 0.1% 360 358 120 295 Oxford Village Apartments 0.1% 360 358 120 296 Space Saver #8 Self-Storage Facility 0.1% 300 298 120 297 Food City Retail Center 0.1% 300 297 120 298 Meadowood I Apartments 0.1% 360 360 120 299 Windy Hill Apartments 0.1% 300 300 120 300 Northgate Plaza 0.1% 300 300 120 301 Lone Mountain Mobile Home Park 0.1% 360 360 120 302 Ogden Apartments 0.1% 300 300 120 303 Oak Lawn Square 0.1% 300 299 120 304 Flat Iron Building 0.1% 240 239 240 305 Baymar Apartments 0.1% 240 233 240 306 Texas City Medical Office Building (1Q) 0.0% 240 238 120 307 Hollyvale Apartments (1Q) 0.0% 240 238 120 308 Grandin Village Apartments 0.1% 300 300 120 309 Riverview Estates Mobile Home Park 0.1% 300 297 120 310 Tree Top Apartments 0.1% 300 299 120 311 871 Islington Street 0.1% 300 297 120 312 Westwood Apartments 0.1% 240 237 120 313 Territorial Village (1R) 0.0% 300 294 180 314 Telshor Tower Plaza (1R) 0.0% 300 294 180 315 Congress Building 0.0% 300 298 120 316 Continental House Apartments 0.0% 300 297 120 317 Affordable Self Storage 0.0% 300 300 120 318 Iroquois Apartments 0.0% 300 299 120 319 Bay Palm Apartments 0.0% 360 359 120 320 969 & 971 Amsterdam Avenue 0.0% 300 299 120 321 59-15 55th Street 0.0% 300 297 120 322 Chesterfield/Eula Apartments 0.0% 240 236 120 323 Carillon Retail Center 0.0% 300 299 120 324 Pine Street Apartments & Blossom Street Apartments 0.0% 240 240 120 325 Penn State Office Building 0.0% 360 359 120 326 Autumn Run Apartments 0.0% 300 294 120 327 Pullman Park Apartments 0.0% 300 295 120 328 Spanish Oaks Apartments 0.0% 300 295 120 329 Ballenger Manor Apartments 0.0% 300 299 120 330 Allen Avenue Apartments 0.0% 300 296 120 331 Skyline Mall 0.0% 240 236 120 332 James Road Medical Center 0.0% 300 300 120 333 Rebecca Apartments 0.0% 240 230 240 334 The Homestead Apartments 0.0% 300 300 120 335 Corona Avenue Apartments 0.0% 240 239 240 336 Sandstone Apartments 0.0% 300 295 120 337 Lynn Villa Apartments 0.0% 300 298 120 338 Savannah Apartments 0.0% 300 298 120 339 Vienna Terrace Apartments 0.0% 240 234 120 340 Alexandria Apartments - CO 0.0% 300 298 120 341 Boynton Vista Apartments 0.0% 300 295 120 342 Navarro Crossing Apartments 0.0% 240 235 120 343 Kordis Apartments 0.0% 300 295 120 Total/Weighted Average 100.0% 346 344 127 Maximum: 4.4% 360 360 300 Minimum: 0.0% 156 145 60 Remaining Term to Maturity Mortgage Monthly # Property Name (months) (4) Rate Payment - - ------------- ------------ ---- ------- 1 Oakwood Plaza 116 8.180% $508,436.85 2 Arbor Lake Club Apartments (1A) 120 7.880% 218,350.36 3 The Parkview Apartments - FL (1A) 120 7.880% 69,277.27 4 Heron's Cove Apartments (1A) 120 7.880% 68,914.56 5 Horizons North Apartments (1A) 120 7.880% 64,199.36 6 Herald Center 119 7.754% 358,344.34 7 Sterling Point Apartments (1B) 116 7.220% 141,590.65 8 Sandridge Apartments (1B) 116 7.220% 103,027.73 9 Woodscape Apartments (1B) 116 7.220% 68,999.98 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 120 7.470% 93,119.51 11 Stone Fort Land - The Krystal Office Building (1C) 120 7.470% 64,543.54 12 Stone Fort Land - Riverside Center (1C) 120 7.470% 59,356.32 13 Stone Fort Land - Harrison Direct Warehouse (1C) 120 7.470% 25,655.54 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 120 7.470% 9,244.36 15 Center At The Plant 118 7.760% 229,473.09 16 The Boardwalk 120 7.550% 175,077.17 17 Cherry Creek Retirement Village (1D) 118 7.750% 119,999.05 18 Remington Heights Retirement Community (1D) 118 7.750% 53,730.92 19 Charles River Center 120 7.870% 173,933.37 20 Fox Run Shopping Center 120 7.560% 168,798.62 21 Two University Plaza (1E) 120 7.980% 87,897.20 22 800-900 Lanidex Plaza (1E) 120 7.980% 70,580.57 23 140 Littleton Road (1E) 120 7.980% 12,897.01 24 Embarcadero Corporate Center 120 7.620% 159,176.21 25 Best Buy Plaza Shopping Center 119 7.500% 148,932.69 26 Highland Falls Apartments 117 7.300% 146,026.61 27 Rancho Ocaso 119 7.320% 107,161.18 28 The Court at Deptford II 118 7.780% 110,690.02 29 Sage Crossing Apartments 82 7.500% 106,630.21 30 Crossroads at Buckland Hills 120 7.860% 107,156.22 31 Deerbrook Crossing Shopping Center 120 7.910% 102,941.29 32 Sundance Village Apartments 288 6.990% 98,859.80 33 Lake Mead Pavilion Shopping Center 117 7.320% 93,766.03 34 Ontario Plaza 116 7.380% 93,978.17 35 Cole Spring Plaza 130 7.120% 88,943.01 36 Penney's Plaza 120 7.430% 90,004.75 37 Pines of Westbury 114 7.000% 86,489.32 38 Bell Run Plaza 115 7.490% 89,411.83 39 River Haven Mobile Home Park (1F) 120 7.360% 68,544.76 40 Knollwood Estates Mobile Home Park (1F) 120 7.360% 19,041.19 41 Colesville Towers 106 6.940% 83,384.31 42 North Pointe Apartments 167 6.870% 74,352.79 43 Tower Plaza Retail Center 120 8.020% 81,602.68 44 Mountain View Mobile Home Park 116 7.350% 75,786.93 45 The Mosby Building & Apartments 118 7.800% 78,300.31 46 211 South Gulph Road 117 7.790% 78,030.86 47 Pinewood Apartments 110 6.870% 69,599.04 48 U-Haul - Rusfield (1G) 120 7.940% 33,074.67 49 U-Haul - San Clemente (1G) 120 7.940% 21,526.57 50 U-Haul - East Colonial (1G) 120 7.940% 14,351.05 51 U-Haul - MacArthur Park (1G) 120 7.940% 8,969.40 52 Park Knolls Apartments 119 7.100% 68,547.26 53 Diamond Bar Towne Center 118 7.950% 70,837.35 54 U-Haul - Dublin (1H) 120 7.940% 24,405.49 55 U-Haul - Northridge (1H) 120 7.940% 19,866.07 56 U-Haul - Orange Park (1H) 120 7.940% 14,399.24 57 U-Haul - Tulsa (1H) 120 7.940% 14,350.43 58 Cherry Knolls Shopping Center 118 7.680% 68,567.95 59 333 Sam Houston Office Building 120 7.810% 67,732.91 60 The Shadowbrook Apartments 109 6.800% 61,802.51 61 Delta Fair Shopping Center 118 7.990% 67,442.21 62 Willow Springs Shopping Center (1I) 119 7.860% 38,128.25 63 Villa Shopping Center (1I) 119 7.860% 19,826.69 64 Crystal Gardens Shopping Center (1I) 119 7.860% 11,819.76 65 Hazelcrest Place 232 6.900% 60,064.33 66 BJ's Plaza Shopping Center 170 6.990% 60,481.42 67 Holiday Inn Express - City Center 119 8.300% 71,261.48 68 U-Haul - Margate (1J) 120 7.940% 25,528.70 69 U-Haul - Copperfield (1J) 120 7.940% 14,755.59 70 U-Haul - Hampton (1J) 120 7.940% 13,785.50 71 U-Haul - Lodi (1J) 120 7.940% 13,785.50 72 Fashion Outlet Center 117 7.980% 63,350.08 73 Tivoli Apartments 119 7.450% 57,055.10 74 Tetra - Chase Texas Bank Center 118 7.810% 58,978.07 75 1384-1450 Park Avenue (1K) 169 6.970% 27,748.77 76 Rojacks Supermarket/CVS Pharmacy (1K) 169 6.970% 15,193.24 77 Trucchi's Supermarket (1K) 169 6.970% 11,447.68 78 Campus Hills Shopping Center 120 7.970% 59,265.62 79 Carrollton Place Apartments 118 7.860% 57,922.28 80 Welshwood Apartments 118 7.920% 57,847.84 81 Summit Square Shopping Center 231 6.850% 61,779.65 82 Park Ridge Apartments 109 7.650% 56,131.00 83 294-306A Harvard Street 118 7.930% 56,999.25 84 929 Pearl Street (1L) 119 7.640% 30,125.10 85 2005 Tenth Street (1L) 119 7.640% 24,100.08 86 Industrial Warehouse 119 7.820% 54,815.43 87 Mesa Dunes Mobile Home Park 117 7.300% 52,103.39 88 Pleasant Hill Executive Park 118 7.900% 54,684.84 89 Best Western - Stratford Inn 120 8.160% 55,866.59 90 Silverside-Carr Corporate Center 118 7.600% 50,413.73 91 Country Corners Apartments 104 6.940% 47,116.04 92 Bell Palm Plaza 118 7.900% 50,919.99 93 Pleasant Run Apartments 120 7.410% 47,682.67 94 Chalet Apartments & Commercial Plaza 167 6.810% 45,028.81 95 West Ashley Shoppes Shopping Center 120 7.850% 48,463.44 96 Hampton Inn - Anchorage 118 7.750% 53,361.66 97 Pacific Isle Apartments 120 7.460% 44,922.80 98 Sunset Crest Apartments 120 7.410% 44,702.51 99 Skyline Apartments 109 7.240% 44,297.38 100 Hampton Inn & Suites - Annapolis 120 7.990% 49,353.85 101 Carlisle Commerce Center 83 7.760% 45,772.71 102 Glendale Medical Arts Center 119 7.750% 42,984.73 103 Batavia Wood Medical Center 118 8.270% 44,784.05 104 Village Green Plaza Shopping Center 146 7.140% 42,944.11 105 South Bank Riverwalk Retail 231 6.600% 45,088.32 106 Pickwick Apartments 117 7.370% 37,278.06 107 The Villas of Buena Vista Apartments (1M) 120 7.890% 5,891.39 108 The Parkview Apartments - TX (1M) 120 7.890% 4,169.06 109 Madras Apartments (1M) 120 7.890% 4,043.67 110 Alexandria Apartments - TX (1M) 120 7.890% 3,870.88 111 Sandia Park (1M) 120 7.890% 3,509.26 112 4300 Travis Apartments (1M) 120 7.890% 3,272.25 113 Vista Quarters Condos (1M) 120 7.890% 2,855.57 114 3131 Armstrong Condominiums (1M) 120 7.890% 2,792.11 115 The Essex (1M) 120 7.890% 2,675.90 116 4431 Travis Street Apartments (1M) 120 7.890% 1,590.25 117 4432 Buena Vista Apartments (1M) 120 7.890% 1,538.04 118 The Annex Apartments (1M) 120 7.890% 1,491.24 119 4319 Buena Vista Apartments (1M) 120 7.890% 1,078.77 120 The Chase Apartments (1M) 120 7.890% 925.47 121 Avalon Apartments (1M) 120 7.890% 816.95 122 Point Breeze Apartments 119 7.510% 37,094.67 123 Hidden Oaks Apartments 119 7.250% 36,155.34 124 El Monte Shopping Center 119 7.090% 35,246.28 125 Casa Real Apartments 111 6.800% 34,226.07 126 The Plaza Apartments 118 7.770% 37,045.39 127 Washington Square Shopping Center 117 8.240% 38,203.69 128 Beechnut Village Shopping Center 120 8.160% 37,806.16 129 Anaheim Mobile Estates 239 7.910% 41,957.80 130 Westridge Marketplace 118 7.600% 35,586.17 131 McGehee Park Apartments 119 7.520% 35,029.23 132 Cypress Center 173 7.660% 37,471.49 133 Best Western - Miramar 119 8.090% 38,111.60 134 Garden City Tower 232 6.900% 32,271.41 135 Tradewinds Apartments 119 7.600% 33,891.59 136 Highland Country Estates 119 7.130% 32,354.69 137 The Highlands Apartments 119 7.510% 32,895.27 138 8800 Roswell Road Office Park 118 7.630% 31,179.30 139 Turf Mobile Manor 118 7.690% 30,770.09 140 Oakwood Village Apartments 83 7.380% 29,299.08 141 La Salle Crossing Apartments 109 7.260% 29,075.95 142 Wynnewood Greens Apartments 116 7.560% 29,188.10 143 Comfort Inn - Augusta 118 8.210% 31,501.88 144 220 Jackson Street 118 7.800% 28,758.83 145 Weis Plaza 115 7.490% 27,941.20 146 75 Canton Office Park 118 7.630% 28,049.34 147 Capital Heights Shopping Center (2) 119 7.460% 27,162.62 148 Emerald Center 118 8.210% 28,478.77 149 NationsBank Office Building 120 7.960% 27,777.16 150 Pecos Trail Office Compound, Phase III 119 7.750% 27,223.67 151 HealthSouth Medical Plaza 119 7.800% 27,290.29 152 Hampton Inn - Louisville 119 7.750% 27,984.53 153 Holiday Inn - Augusta 118 8.210% 28,256.61 154 Nassau Bay Village Apartments 52 6.610% 22,900.70 155 West Knoll Apartments 117 7.770% 26,860.80 156 Best Western - San Mateo Los Prados Inn 83 8.200% 27,478.91 157 Parkway Shopping Center 119 7.160% 25,095.65 158 1600 Congress Street/343 Forest Avenue 118 7.860% 26,689.77 159 Scenic View Apartments 118 7.760% 24,861.97 160 Mustang Crossing Apartments 119 7.630% 24,076.68 161 Meadow Crossing Apartments 119 7.750% 25,681.18 162 Owens Corning Manufacturing Warehouse 126 7.120% 34,460.57 163 Daley Square 120 8.070% 24,375.46 164 Old Florida Plaza 119 7.860% 23,892.94 165 Arrowhead Creekside Center 118 7.860% 23,892.94 166 Holiday Inn - Clovis 118 8.830% 27,310.33 167 3005 Peachtree Road 118 8.090% 23,881.36 168 Hampton Inn - Columbus East 118 8.000% 26,966.83 169 Newport Towers 119 7.730% 22,880.98 170 Mont Michel Apartments 119 7.750% 25,288.73 171 Soniat House Hotel 118 8.260% 25,251.79 172 Fairview Market 227 7.000% 21,289.68 173 Montclaire Apartments 118 7.470% 21,960.58 174 Embassy Building 117 7.710% 22,123.15 175 Park Terrace Apartments 120 7.410% 21,346.31 176 Westheimer Plaza Shopping Center 117 8.020% 22,620.85 177 129-133 West 29th Street 120 8.050% 23,253.94 178 Woodspear/Vista Flores Apartments 120 7.360% 20,689.59 179 Clarendon CVS 118 7.970% 21,950.23 180 A Storage Place Phases I & II 119 7.730% 22,054.97 181 135 Raritan Center Parkway 120 8.010% 21,225.95 182 The Treasury Center 119 8.360% 22,680.72 183 Crescent View Apartments 119 7.610% 19,852.95 184 Comfort Suites Intercontinental Plaza 120 8.200% 22,580.29 185 Cottonwood Medical & Dental Center 118 8.050% 20,643.09 186 Blue Bell Shopping Center 118 7.670% 19,336.26 187 Sun Plaza 119 7.900% 19,732.77 188 Kirkland Business Center 118 7.960% 20,767.54 189 Colima Plaza 115 7.720% 20,340.73 190 Kmart - Columbus 119 8.030% 19,573.80 191 Briarwood Mobile Home Park 120 7.630% 18,779.81 192 Ohio Valley Nursing Home 116 8.230% 20,874.27 193 Forest Edge Apartments 117 7.760% 18,945.87 194 Sonora Crossroads 117 7.990% 18,817.84 195 Crystal Springs Apartments 119 7.750% 19,260.88 196 Chateau Park Apartments 118 7.390% 17,638.29 197 Scottsdale Air Park 118 7.710% 18,019.66 198 Preston Royal Office Park 118 8.250% 18,781.67 199 Regent Place Office Building 118 8.170% 18,641.25 200 Dale Terrace Apartments 117 7.600% 17,475.35 201 Woodside Apartments 109 7.290% 17,005.86 202 Virginia Dare Office Building 120 7.920% 17,840.79 203 Rustic Ridge Apartments 171 7.070% 17,496.77 204 Heritage Square Retail Center 117 8.180% 18,158.73 205 Kessel Food Market - Flushing (1N) 117 7.610% 9,879.17 206 Kessel Food Market - Grand Blanc (1N) 117 7.610% 8,215.24 207 178-188 Middle Street 120 8.330% 19,051.28 208 350 Raritan Center Parkway 120 8.010% 18,539.49 209 El San Juan Mobile Home Park 119 7.300% 16,453.70 210 Meadowood Apartments 120 7.410% 16,411.71 211 Country Club Corner Retail Center 117 7.870% 17,030.98 212 Vagabond Apartments 298 8.090% 18,083.56 213 Esprit Office Building 117 7.730% 16,610.16 214 Mission Plaza 178 7.790% 16,181.51 215 Broussard Village Shopping Center 119 7.700% 16,005.96 216 Another Attic Self Storage 120 7.860% 17,081.46 217 Raintree Apartments 171 7.070% 15,647.52 218 Jeffco Plaza 114 8.450% 16,455.50 219 Ramada Inn - Chatsworth 115 8.090% 16,722.44 220 Preston Plaza 118 8.120% 15,770.63 221 U.S. Storage Centers 119 7.890% 15,408.07 222 Comfort Inn - San Jose 120 8.500% 16,909.77 223 A-1 Mini Storage 120 7.760% 15,119.71 224 Sandpiper Apartments 119 7.500% 13,984.29 225 Plantation Xtra Storage 118 7.980% 15,409.84 226 Perimeter Plaza Shopping Center 118 7.670% 15,001.69 227 Red Oak Apartments (1O) 117 7.850% 5,142.87 228 Diplomat Apartments (1O) 117 7.850% 2,933.34 229 Waterston Apartments (1O) 117 7.850% 2,133.34 230 Montage Apartments (1O) 117 7.850% 2,011.43 231 Melroy Apartments (1O) 117 7.850% 1,638.10 232 Envoy Apartments (1O) 117 7.850% 1,333.34 233 Sixth & Gass Office Building 118 7.890% 14,297.12 234 Rancho Los Amigos 117 7.520% 13,451.22 235 Savemart Shopping Center 119 8.020% 13,990.08 236 Glenwood Apartments 120 7.790% 13,520.55 237 Georgian Court/Woodside Apartments 120 8.330% 14,637.73 238 Everhart Place Apartments 119 7.630% 13,029.73 239 West 34th Self Storage 120 7.860% 14,008.32 240 Regency Apartments 120 8.050% 14,184.90 241 Corona Industrial Center 119 7.930% 13,120.03 242 North American/Lazy "R" Manufactured Housing Communities 118 7.940% 13,132.55 243 Harmony Mobile Home Park 117 7.590% 12,696.98 244 Dunshire Gardens Apartments (1P) 118 8.000% 8,181.25 245 Alpine Gardens Apartments (1P) 118 8.000% 3,087.26 246 Delvale Apartments (1P) 118 8.000% 2,624.18 247 The Northwest Medical Plaza Shopping Center 117 7.800% 13,655.06 248 Kingsley Business Center 114 8.130% 13,148.40 249 OfficeMax 168 7.400% 14,390.81 250 Rutherford Place 119 7.970% 12,621.38 251 The Woods II Office Buildings 119 7.910% 12,367.50 252 Greenville Avenue B & G 117 8.430% 13,248.53 253 Boulder Ridge Apartments 170 7.420% 11,946.19 254 Spring Gardens Apartments 120 7.850% 12,190.50 255 The Admiral Apartments & The Drake Apartments 118 8.200% 11,590.19 256 Heritage Apartments 298 8.090% 11,861.26 257 Montgomery Village Executive Plaza Phase I 178 8.600% 15,156.33 258 Orchard Lake Mini-Storage 119 8.270% 11,981.07 259 Parker Road Retail 119 8.050% 11,626.97 260 Smith Shopping Center 114 7.500% 10,348.37 261 Rivermont Park 109 7.000% 11,629.48 262 SecurCare of Colorado Springs 82 8.190% 10,921.91 263 Free Street Office Building 119 8.260% 11,442.22 264 Maple Valley Plaza 118 7.750% 11,903.75 265 Crestview Apartments 233 7.200% 11,416.56 266 Cedar Lakes Apartments 113 7.000% 9,547.09 267 Rose Garden Apartments 298 8.090% 11,083.48 268 Kmart - Charleston 119 8.030% 10,368.23 269 Edelweiss Apartments 115 7.350% 10,209.67 270 The Wachler Building 113 7.500% 11,278.30 271 CTC II Building 118 8.040% 9,943.49 272 Autumn Ridge Apartments 229 7.480% 10,859.00 273 Diversey & Sheffield Plaza 119 7.950% 9,990.59 274 The Pinger Building 114 7.500% 9,606.89 275 Elden Professional Building 119 8.300% 10,095.38 276 Orangetree Apartments 113 7.250% 8,731.86 277 Silver Cliff Apartments 119 7.900% 9,718.08 278 Granada Plaza 119 8.340% 9,930.92 279 Summitwood Village Apartments 115 7.350% 8,543.25 280 2221 Lee Road Office Building 119 7.960% 8,588.99 281 All American Mini Storage 119 8.040% 8,983.83 282 201 Commonwealth Court 120 8.020% 8,813.81 283 Olde Oaks Apartments 118 8.050% 8,526.45 284 Bouganvillas Apartments 115 7.390% 7,470.34 285 Martin Mobile Home Park 120 8.170% 8,379.29 286 Ellendale Place Apartments 300 8.420% 8,478.34 287 Kessel Food Market - Saginaw 119 7.790% 7,935.81 288 Talbot Center 120 8.650% 8,084.13 289 Circle K Mobile Home Park 114 7.500% 7,271.83 290 Strawberry Hill Apartments 120 8.280% 7,904.56 291 McGeordan Apartments 117 8.110% 7,791.17 292 Camel Toe Plaza Shopping Center 119 8.450% 7,818.14 293 Washington Park Offices 237 8.250% 8,307.64 294 Denway Circle Apartments 118 7.780% 6,969.32 295 Oxford Village Apartments 118 8.020% 6,984.01 296 Space Saver #8 Self-Storage Facility 118 8.540% 7,675.28 297 Food City Retail Center 117 8.050% 7,286.24 298 Meadowood I Apartments 120 7.970% 6,841.15 299 Windy Hill Apartments 120 8.450% 7,457.30 300 Northgate Plaza 120 8.880% 7,478.95 301 Lone Mountain Mobile Home Park 120 7.740% 6,441.49 302 Ogden Apartments 120 8.170% 7,048.00 303 Oak Lawn Square 119 8.030% 6,964.24 304 Flat Iron Building 239 9.310% 8,277.83 305 Baymar Apartments 233 7.230% 7,102.48 306 Texas City Medical Office Building (1Q) 118 8.160% 4,655.34 307 Hollyvale Apartments (1Q) 118 8.110% 2,825.05 308 Grandin Village Apartments 120 8.250% 6,938.36 309 Riverview Estates Mobile Home Park 117 7.990% 6,554.81 310 Tree Top Apartments 119 8.160% 6,259.56 311 871 Islington Street 117 7.950% 6,148.06 312 Westwood Apartments 117 7.650% 6,518.32 313 Territorial Village (1R) 174 7.720% 3,842.14 314 Telshor Tower Plaza (1R) 174 7.720% 1,883.40 315 Congress Building 118 8.370% 5,694.87 316 Continental House Apartments 117 8.080% 5,362.15 317 Affordable Self Storage 120 8.510% 5,439.83 318 Iroquois Apartments 119 8.370% 5,320.52 319 Bay Palm Apartments 119 7.940% 4,771.49 320 969 & 971 Amsterdam Avenue 119 8.730% 5,335.10 321 59-15 55th Street 117 8.480% 5,225.22 322 Chesterfield/Eula Apartments 116 7.780% 5,265.92 323 Carillon Retail Center 119 8.400% 5,070.47 324 Pine Street Apartments & Blossom Street Apartments 120 8.260% 5,329.33 325 Penn State Office Building 119 8.350% 4,549.85 326 Autumn Run Apartments 114 8.000% 4,476.53 327 Pullman Park Apartments 115 7.730% 4,335.59 328 Spanish Oaks Apartments 115 7.500% 4,138.35 329 Ballenger Manor Apartments 119 8.000% 4,260.43 330 Allen Avenue Apartments 116 8.060% 4,150.50 331 Skyline Mall 116 8.180% 4,535.07 332 James Road Medical Center 120 8.850% 4,310.53 333 Rebecca Apartments 230 8.500% 4,556.07 334 The Homestead Apartments 120 8.560% 4,046.37 335 Corona Avenue Apartments 239 8.830% 4,426.33 336 Sandstone Apartments 115 7.380% 3,290.42 337 Lynn Villa Apartments 118 8.470% 3,333.31 338 Savannah Apartments 118 8.350% 3,140.82 339 Vienna Terrace Apartments 114 8.000% 3,136.65 340 Alexandria Apartments - CO 118 8.340% 2,502.59 341 Boynton Vista Apartments 115 8.070% 2,329.38 342 Navarro Crossing Apartments 115 7.600% 2,232.23 343 Kordis Apartments 115 7.750% 1,888.32 Total/Weighted Average 124 7.661% $11,196,950.50 Maximum: 300 9.310% $508,436.85 Minimum: 52 6.600% $816.95 First Payment Maturity # Property Name Date Date ARD (5) - - ------------- ---- ---- ------- 1 Oakwood Plaza 3/1/99 2/1/29 2/1/09 2 Arbor Lake Club Apartments (1A) 7/1/99 6/1/09 3 The Parkview Apartments - FL (1A) 7/1/99 6/1/09 4 Heron's Cove Apartments (1A) 7/1/99 6/1/09 5 Horizons North Apartments (1A) 7/1/99 6/1/09 6 Herald Center 6/1/99 5/1/29 5/1/09 7 Sterling Point Apartments (1B) 3/1/99 2/1/09 8 Sandridge Apartments (1B) 3/1/99 2/1/09 9 Woodscape Apartments (1B) 3/1/99 2/1/09 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 7/1/99 6/1/09 11 Stone Fort Land - The Krystal Office Building (1C) 7/1/99 6/1/09 12 Stone Fort Land - Riverside Center (1C) 7/1/99 6/1/09 13 Stone Fort Land - Harrison Direct Warehouse (1C) 7/1/99 6/1/09 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 7/1/99 6/1/09 15 Center At The Plant 5/1/99 4/1/09 16 The Boardwalk 7/1/99 6/1/09 17 Cherry Creek Retirement Village (1D) 5/1/99 4/1/09 18 Remington Heights Retirement Community (1D) 5/1/99 4/1/09 19 Charles River Center 7/1/99 6/1/09 20 Fox Run Shopping Center 7/1/99 6/1/09 21 Two University Plaza (1E) 7/1/99 6/1/09 22 800-900 Lanidex Plaza (1E) 7/1/99 6/1/09 23 140 Littleton Road (1E) 7/1/99 6/1/09 24 Embarcadero Corporate Center 7/1/99 6/1/09 25 Best Buy Plaza Shopping Center 6/1/99 5/1/09 26 Highland Falls Apartments 4/1/99 3/1/09 27 Rancho Ocaso 6/1/99 5/1/09 28 The Court at Deptford II 5/1/99 4/1/09 29 Sage Crossing Apartments 5/1/99 4/1/06 30 Crossroads at Buckland Hills 7/1/99 6/1/09 31 Deerbrook Crossing Shopping Center 7/1/99 6/1/09 32 Sundance Village Apartments 7/1/98 6/1/23 33 Lake Mead Pavilion Shopping Center 4/1/99 3/1/09 34 Ontario Plaza 3/1/99 2/1/09 35 Cole Spring Plaza 5/1/98 4/1/28 4/1/10 36 Penney's Plaza 7/1/99 6/1/09 37 Pines of Westbury 1/1/99 12/1/28 12/1/08 38 Bell Run Plaza 2/1/99 1/1/09 39 River Haven Mobile Home Park (1F) 7/1/99 6/1/09 40 Knollwood Estates Mobile Home Park (1F) 7/1/99 6/1/09 41 Colesville Towers 5/1/98 4/1/28 4/1/08 42 North Pointe Apartments 6/1/98 5/1/28 5/1/13 43 Tower Plaza Retail Center 7/1/99 6/1/09 44 Mountain View Mobile Home Park 3/1/99 2/1/09 45 The Mosby Building & Apartments 5/1/99 4/1/09 46 211 South Gulph Road 4/1/99 3/1/09 47 Pinewood Apartments 9/1/98 8/1/08 48 U-Haul - Rusfield (1G) 7/1/99 6/1/09 49 U-Haul - San Clemente (1G) 7/1/99 6/1/09 50 U-Haul - East Colonial (1G) 7/1/99 6/1/09 51 U-Haul - MacArthur Park (1G) 7/1/99 6/1/09 52 Park Knolls Apartments 6/1/99 5/1/09 53 Diamond Bar Towne Center 5/1/99 4/1/09 54 U-Haul - Dublin (1H) 7/1/99 6/1/09 55 U-Haul - Northridge (1H) 7/1/99 6/1/09 56 U-Haul - Orange Park (1H) 7/1/99 6/1/09 57 U-Haul - Tulsa (1H) 7/1/99 6/1/09 58 Cherry Knolls Shopping Center 5/1/99 4/1/09 59 333 Sam Houston Office Building 7/1/99 6/1/09 60 The Shadowbrook Apartments 8/1/98 7/1/08 61 Delta Fair Shopping Center 5/1/99 4/1/09 62 Willow Springs Shopping Center (1I) 6/1/99 5/1/09 63 Villa Shopping Center (1I) 6/1/99 5/1/09 64 Crystal Gardens Shopping Center (1I) 6/1/99 5/1/09 65 Hazelcrest Place 11/1/98 10/1/28 10/1/18 66 BJ's Plaza Shopping Center 9/1/98 8/1/28 8/1/13 67 Holiday Inn Express - City Center 6/1/99 5/1/09 68 U-Haul - Margate (1J) 7/1/99 6/1/09 69 U-Haul - Copperfield (1J) 7/1/99 6/1/09 70 U-Haul - Hampton (1J) 7/1/99 6/1/09 71 U-Haul - Lodi (1J) 7/1/99 6/1/09 72 Fashion Outlet Center 4/1/99 3/1/09 73 Tivoli Apartments 6/1/99 5/1/09 74 Tetra - Chase Texas Bank Center 5/1/99 4/1/09 75 1384-1450 Park Avenue (1K) 8/1/98 7/1/28 7/1/13 76 Rojacks Supermarket/CVS Pharmacy (1K) 8/1/98 7/1/28 7/1/13 77 Trucchi's Supermarket (1K) 8/1/98 7/1/28 7/1/13 78 Campus Hills Shopping Center 7/1/99 6/1/09 79 Carrollton Place Apartments 5/1/99 4/1/09 80 Welshwood Apartments 5/1/99 4/1/09 81 Summit Square Shopping Center 10/1/98 9/1/18 82 Park Ridge Apartments 7/1/99 7/1/08 83 294-306A Harvard Street 5/1/99 4/1/09 84 929 Pearl Street (1L) 6/1/99 5/1/09 85 2005 Tenth Street (1L) 6/1/99 5/1/09 86 Industrial Warehouse 6/1/99 5/1/09 87 Mesa Dunes Mobile Home Park 4/1/99 3/1/09 88 Pleasant Hill Executive Park 5/1/99 4/1/09 89 Best Western - Stratford Inn 7/1/99 6/1/09 90 Silverside-Carr Corporate Center 5/1/99 4/1/09 91 Country Corners Apartments 3/1/98 2/1/28 2/1/08 92 Bell Palm Plaza 5/1/99 4/1/09 93 Pleasant Run Apartments 7/1/99 6/1/09 94 Chalet Apartments & Commercial Plaza 6/1/98 5/1/28 5/1/13 95 West Ashley Shoppes Shopping Center 7/1/99 6/1/09 96 Hampton Inn - Anchorage 5/1/99 4/1/09 97 Pacific Isle Apartments 7/1/99 6/1/09 98 Sunset Crest Apartments 7/1/99 6/1/09 99 Skyline Apartments 8/1/98 7/1/08 100 Hampton Inn & Suites - Annapolis 7/1/99 6/1/09 101 Carlisle Commerce Center 6/1/99 5/1/06 102 Glendale Medical Arts Center 6/1/99 5/1/09 103 Batavia Wood Medical Center 5/1/99 4/1/09 104 Village Green Plaza Shopping Center 9/1/98 8/1/23 8/1/11 105 South Bank Riverwalk Retail 10/1/98 9/1/18 106 Pickwick Apartments 4/1/99 3/1/09 107 The Villas of Buena Vista Apartments (1M) 7/1/99 6/1/09 108 The Parkview Apartments - TX (1M) 7/1/99 6/1/09 109 Madras Apartments (1M) 7/1/99 6/1/09 110 Alexandria Apartments - TX (1M) 7/1/99 6/1/09 111 Sandia Park (1M) 7/1/99 6/1/09 112 4300 Travis Apartments (1M) 7/1/99 6/1/09 113 Vista Quarters Condos (1M) 7/1/99 6/1/09 114 3131 Armstrong Condominiums (1M) 7/1/99 6/1/09 115 The Essex (1M) 7/1/99 6/1/09 116 4431 Travis Street Apartments (1M) 7/1/99 6/1/09 117 4432 Buena Vista Apartments (1M) 7/1/99 6/1/09 118 The Annex Apartments (1M) 7/1/99 6/1/09 119 4319 Buena Vista Apartments (1M) 7/1/99 6/1/09 120 The Chase Apartments (1M) 7/1/99 6/1/09 121 Avalon Apartments (1M) 7/1/99 6/1/09 122 Point Breeze Apartments 6/1/99 5/1/09 123 Hidden Oaks Apartments 6/1/99 5/1/09 124 El Monte Shopping Center 6/1/99 5/1/09 125 Casa Real Apartments 10/1/98 9/1/08 126 The Plaza Apartments 5/1/99 4/1/09 127 Washington Square Shopping Center 4/1/99 3/1/09 128 Beechnut Village Shopping Center 7/1/99 6/1/09 129 Anaheim Mobile Estates 6/1/99 5/1/19 130 Westridge Marketplace 5/1/99 4/1/09 131 McGehee Park Apartments 6/1/99 5/1/09 132 Cypress Center 12/1/98 11/1/13 133 Best Western - Miramar 6/1/99 5/1/09 134 Garden City Tower 11/1/98 10/1/28 10/1/18 135 Tradewinds Apartments 6/1/99 5/1/09 136 Highland Country Estates 6/1/99 5/1/09 137 The Highlands Apartments 6/1/99 5/1/09 138 8800 Roswell Road Office Park 5/1/99 4/1/09 139 Turf Mobile Manor 5/1/99 4/1/09 140 Oakwood Village Apartments 6/1/99 5/1/06 141 La Salle Crossing Apartments 8/1/98 7/1/08 142 Wynnewood Greens Apartments 3/1/99 2/1/09 143 Comfort Inn - Augusta 5/1/99 4/1/09 144 220 Jackson Street 5/1/99 4/1/09 145 Weis Plaza 2/1/99 1/1/09 146 75 Canton Office Park 5/1/99 4/1/09 147 Capital Heights Shopping Center (2) 6/1/99 5/1/09 148 Emerald Center 5/1/99 4/1/09 149 NationsBank Office Building 7/1/99 6/1/09 150 Pecos Trail Office Compound, Phase III 6/1/99 5/1/09 151 HealthSouth Medical Plaza 6/1/99 5/1/09 152 Hampton Inn - Louisville 6/1/99 5/1/09 153 Holiday Inn - Augusta 5/1/99 4/1/09 154 Nassau Bay Village Apartments 11/1/98 10/1/28 10/1/03 155 West Knoll Apartments 4/1/99 3/1/09 156 Best Western - San Mateo Los Prados Inn 6/1/99 5/1/06 157 Parkway Shopping Center 6/1/99 5/1/09 158 1600 Congress Street/343 Forest Avenue 5/1/99 4/1/09 159 Scenic View Apartments 5/1/99 4/1/09 160 Mustang Crossing Apartments 6/1/99 5/1/09 161 Meadow Crossing Apartments 6/1/99 5/1/09 162 Owens Corning Manufacturing Warehouse 8/1/98 12/1/09 163 Daley Square 7/1/99 6/1/09 164 Old Florida Plaza 6/1/99 5/1/09 165 Arrowhead Creekside Center 5/1/99 4/1/09 166 Holiday Inn - Clovis 5/1/99 4/1/09 167 3005 Peachtree Road 5/1/99 4/1/09 168 Hampton Inn - Columbus East 5/1/99 4/1/09 169 Newport Towers 6/1/99 5/1/09 170 Mont Michel Apartments 6/1/99 5/1/09 171 Soniat House Hotel 5/1/99 4/1/09 172 Fairview Market 6/1/98 5/1/28 5/1/18 173 Montclaire Apartments 5/1/99 4/1/09 174 Embassy Building 4/1/99 3/1/09 175 Park Terrace Apartments 7/1/99 6/1/09 176 Westheimer Plaza Shopping Center 4/1/99 3/1/09 177 129-133 West 29th Street 7/1/99 6/1/09 178 Woodspear/Vista Flores Apartments 7/1/99 6/1/09 179 Clarendon CVS 5/1/99 4/1/09 180 A Storage Place Phases I & II 6/1/99 5/1/09 181 135 Raritan Center Parkway 7/1/99 6/1/09 182 The Treasury Center 6/1/99 5/1/09 183 Crescent View Apartments 6/1/99 5/1/09 184 Comfort Suites Intercontinental Plaza 7/1/99 6/1/09 185 Cottonwood Medical & Dental Center 5/1/99 4/1/09 186 Blue Bell Shopping Center 5/1/99 4/1/09 187 Sun Plaza 6/1/99 5/1/09 188 Kirkland Business Center 5/1/99 4/1/09 189 Colima Plaza 2/1/99 1/1/09 190 Kmart - Columbus 6/1/99 5/1/09 191 Briarwood Mobile Home Park 7/1/99 6/1/09 192 Ohio Valley Nursing Home 3/1/99 2/1/09 193 Forest Edge Apartments 4/1/99 3/1/09 194 Sonora Crossroads 4/1/99 3/1/09 195 Crystal Springs Apartments 6/1/99 5/1/09 196 Chateau Park Apartments 5/1/99 4/1/09 197 Scottsdale Air Park 5/1/99 4/1/09 198 Preston Royal Office Park 5/1/99 4/1/09 199 Regent Place Office Building 5/1/99 4/1/09 200 Dale Terrace Apartments 4/1/99 3/1/09 201 Woodside Apartments 8/1/98 7/1/08 202 Virginia Dare Office Building 7/1/99 6/1/09 203 Rustic Ridge Apartments 10/1/98 9/1/23 9/1/13 204 Heritage Square Retail Center 4/1/99 3/1/09 205 Kessel Food Market - Flushing (1N) 4/1/99 3/1/09 206 Kessel Food Market - Grand Blanc (1N) 4/1/99 3/1/09 207 178-188 Middle Street 7/1/99 6/1/09 208 350 Raritan Center Parkway 7/1/99 6/1/09 209 El San Juan Mobile Home Park 6/1/99 5/1/09 210 Meadowood Apartments 7/1/99 6/1/09 211 Country Club Corner Retail Center 4/1/99 3/1/09 212 Vagabond Apartments 5/1/99 4/1/24 213 Esprit Office Building 4/1/99 3/1/09 214 Mission Plaza 5/1/99 4/1/14 215 Broussard Village Shopping Center 6/1/99 5/1/09 216 Another Attic Self Storage 7/1/99 6/1/09 217 Raintree Apartments 10/1/98 9/1/23 9/1/13 218 Jeffco Plaza 1/1/99 12/1/08 219 Ramada Inn - Chatsworth 2/1/99 1/1/09 220 Preston Plaza 5/1/99 4/1/09 221 U.S. Storage Centers 6/1/99 5/1/09 222 Comfort Inn - San Jose 7/1/99 6/1/09 223 A-1 Mini Storage 7/1/99 6/1/09 224 Sandpiper Apartments 6/1/99 5/1/09 225 Plantation Xtra Storage 5/1/99 4/1/09 226 Perimeter Plaza Shopping Center 5/1/99 4/1/09 227 Red Oak Apartments (1O) 4/1/99 3/1/09 228 Diplomat Apartments (1O) 4/1/99 3/1/09 229 Waterston Apartments (1O) 4/1/99 3/1/09 230 Montage Apartments (1O) 4/1/99 3/1/09 231 Melroy Apartments (1O) 4/1/99 3/1/09 232 Envoy Apartments (1O) 4/1/99 3/1/09 233 Sixth & Gass Office Building 5/1/99 4/1/09 234 Rancho Los Amigos 4/1/99 3/1/09 235 Savemart Shopping Center 6/1/99 5/1/09 236 Glenwood Apartments 7/1/99 6/1/09 237 Georgian Court/Woodside Apartments 7/1/99 6/1/09 238 Everhart Place Apartments 6/1/99 5/1/09 239 West 34th Self Storage 7/1/99 6/1/09 240 Regency Apartments 7/1/99 6/1/09 241 Corona Industrial Center 6/1/99 5/1/09 242 North American/Lazy "R" Manufactured Housing Communities 5/1/99 4/1/09 243 Harmony Mobile Home Park 4/1/99 3/1/09 244 Dunshire Gardens Apartments (1P) 5/1/99 4/1/09 245 Alpine Gardens Apartments (1P) 5/1/99 4/1/09 246 Delvale Apartments (1P) 5/1/99 4/1/09 247 The Northwest Medical Plaza Shopping Center 4/1/99 3/1/09 248 Kingsley Business Center 1/1/99 12/1/08 249 OfficeMax 7/1/98 6/1/18 6/1/13 250 Rutherford Place 6/1/99 5/1/09 251 The Woods II Office Buildings 6/1/99 5/1/09 252 Greenville Avenue B & G 4/1/99 3/1/09 253 Boulder Ridge Apartments 9/1/98 8/1/23 8/1/13 254 Spring Gardens Apartments 7/1/99 6/1/09 255 The Admiral Apartments & The Drake Apartments 5/1/99 4/1/09 256 Heritage Apartments 5/1/99 4/1/24 257 Montgomery Village Executive Plaza Phase I 5/1/99 4/1/14 258 Orchard Lake Mini-Storage 6/1/99 5/1/09 259 Parker Road Retail 6/1/99 5/1/09 260 Smith Shopping Center 1/1/99 12/1/08 261 Rivermont Park 8/1/98 7/1/18 7/1/08 262 SecurCare of Colorado Springs 5/1/99 4/1/06 263 Free Street Office Building 6/1/99 5/1/09 264 Maple Valley Plaza 5/1/99 4/1/09 265 Crestview Apartments 12/1/98 11/1/18 266 Cedar Lakes Apartments 12/1/98 11/1/08 267 Rose Garden Apartments 5/1/99 4/1/24 268 Kmart - Charleston 6/1/99 5/1/09 269 Edelweiss Apartments 2/1/99 1/1/09 270 The Wachler Building 12/1/98 11/1/08 271 CTC II Building 5/1/99 4/1/09 272 Autumn Ridge Apartments 8/1/98 7/1/18 273 Diversey & Sheffield Plaza 6/1/99 5/1/09 274 The Pinger Building 1/1/99 12/1/08 275 Elden Professional Building 6/1/99 5/1/09 276 Orangetree Apartments 12/1/98 11/1/08 277 Silver Cliff Apartments 6/1/99 5/1/09 278 Granada Plaza 6/1/99 5/1/09 279 Summitwood Village Apartments 2/1/99 1/1/09 280 2221 Lee Road Office Building 6/1/99 5/1/09 281 All American Mini Storage 6/1/99 5/1/09 282 201 Commonwealth Court 7/1/99 6/1/09 283 Olde Oaks Apartments 5/1/99 4/1/09 284 Bouganvillas Apartments 2/1/99 1/1/09 285 Martin Mobile Home Park 7/1/99 6/1/09 286 Ellendale Place Apartments 7/1/99 6/1/24 287 Kessel Food Market - Saginaw 6/1/99 5/1/09 288 Talbot Center 7/1/99 6/1/09 289 Circle K Mobile Home Park 1/1/99 12/1/08 290 Strawberry Hill Apartments 7/1/99 6/1/09 291 McGeordan Apartments 4/1/99 3/1/09 292 Camel Toe Plaza Shopping Center 6/1/99 5/1/09 293 Washington Park Offices 4/1/99 3/1/19 294 Denway Circle Apartments 5/1/99 4/1/09 295 Oxford Village Apartments 5/1/99 4/1/09 296 Space Saver #8 Self-Storage Facility 5/1/99 4/1/09 297 Food City Retail Center 4/1/99 3/1/09 298 Meadowood I Apartments 7/1/99 6/1/09 299 Windy Hill Apartments 7/1/99 6/1/09 300 Northgate Plaza 7/1/99 6/1/09 301 Lone Mountain Mobile Home Park 7/1/99 6/1/09 302 Ogden Apartments 7/1/99 6/1/09 303 Oak Lawn Square 6/1/99 5/1/09 304 Flat Iron Building 6/1/99 5/1/19 305 Baymar Apartments 12/1/98 11/1/18 306 Texas City Medical Office Building (1Q) 5/1/99 4/1/09 307 Hollyvale Apartments (1Q) 5/1/99 4/1/09 308 Grandin Village Apartments 7/1/99 6/1/09 309 Riverview Estates Mobile Home Park 4/1/99 3/1/09 310 Tree Top Apartments 6/1/99 5/1/09 311 871 Islington Street 4/1/99 3/1/09 312 Westwood Apartments 4/1/99 3/1/09 313 Territorial Village (1R) 1/1/99 12/1/13 314 Telshor Tower Plaza (1R) 1/1/99 12/1/13 315 Congress Building 5/1/99 4/1/09 316 Continental House Apartments 4/1/99 3/1/09 317 Affordable Self Storage 7/1/99 6/1/09 318 Iroquois Apartments 6/1/99 5/1/09 319 Bay Palm Apartments 6/1/99 5/1/09 320 969 & 971 Amsterdam Avenue 6/1/99 5/1/09 321 59-15 55th Street 4/1/99 3/1/09 322 Chesterfield/Eula Apartments 3/1/99 2/1/09 323 Carillon Retail Center 6/1/99 5/1/09 324 Pine Street Apartments & Blossom Street Apartments 7/1/99 6/1/09 325 Penn State Office Building 6/1/99 5/1/09 326 Autumn Run Apartments 1/1/99 12/1/08 327 Pullman Park Apartments 2/1/99 1/1/09 328 Spanish Oaks Apartments 2/1/99 1/1/09 329 Ballenger Manor Apartments 6/1/99 5/1/09 330 Allen Avenue Apartments 3/1/99 2/1/09 331 Skyline Mall 3/1/99 2/1/09 332 James Road Medical Center 7/1/99 6/1/09 333 Rebecca Apartments 9/1/98 8/1/18 334 The Homestead Apartments 7/1/99 6/1/09 335 Corona Avenue Apartments 6/1/99 5/1/19 336 Sandstone Apartments 2/1/99 1/1/09 337 Lynn Villa Apartments 5/1/99 4/1/09 338 Savannah Apartments 5/1/99 4/1/09 339 Vienna Terrace Apartments 1/1/99 12/1/08 340 Alexandria Apartments - CO 5/1/99 4/1/09 341 Boynton Vista Apartments 2/1/99 1/1/09 342 Navarro Crossing Apartments 2/1/99 1/1/09 343 Kordis Apartments 2/1/99 1/1/09 Total/Weighted Average 4/10/99 6/26/12 Maximum: 7/1/99 5/1/29 Minimum: 3/1/98 4/1/06 Prepayment Provision # Property Name as of Origination (6) - - ------------- --------------------- 1 Oakwood Plaza L (9.75), O (0.25) 2 Arbor Lake Club Apartments (1A) L (9.5), O (0.5) 3 The Parkview Apartments - FL (1A) L (9.5), O (0.5) 4 Heron's Cove Apartments (1A) L (9.5), O (0.5) 5 Horizons North Apartments (1A) L (9.5), O (0.5) 6 Herald Center L (9.5), O (0.5) 7 Sterling Point Apartments (1B) L (9.5), O (0.5) 8 Sandridge Apartments (1B) L (9.5), O (0.5) 9 Woodscape Apartments (1B) L (9.5), O (0.5) 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) L (9.75), O (0.25) 11 Stone Fort Land - The Krystal Office Building (1C) L (9.75), O (0.25) 12 Stone Fort Land - Riverside Center (1C) L (9.75), O (0.25) 13 Stone Fort Land - Harrison Direct Warehouse (1C) L (9.75), O (0.25) 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) L (9.75), O (0.25) 15 Center At The Plant L (9.5), O (0.5) 16 The Boardwalk L (9.75), O (0.25) 17 Cherry Creek Retirement Village (1D) L (9.5), O (0.5) 18 Remington Heights Retirement Community (1D) L (9.5), O (0.5) 19 Charles River Center L (9.5), O (0.5) 20 Fox Run Shopping Center L (9.75), O (0.25) 21 Two University Plaza (1E) L (9.67), O (0.33) 22 800-900 Lanidex Plaza (1E) L (9.67), O (0.33) 23 140 Littleton Road (1E) L (9.67), O (0.33) 24 Embarcadero Corporate Center L (9.5), O (0.5) 25 Best Buy Plaza Shopping Center L (9.5), O (0.5) 26 Highland Falls Apartments L (9.67), O (0.33) 27 Rancho Ocaso L (9.75), O (0.25) 28 The Court at Deptford II L (9.75), O (0.25) 29 Sage Crossing Apartments L (6.5), O (0.5) 30 Crossroads at Buckland Hills L (9.67), O (0.33) 31 Deerbrook Crossing Shopping Center L (9.67), O (0.33) 32 Sundance Village Apartments L (7.83), YM 1% (16.92), O (0.25) 33 Lake Mead Pavilion Shopping Center L (9.75), O (0.25) 34 Ontario Plaza L (9.5), O (0.5) 35 Cole Spring Plaza L (6), YM 1% (5.75), O (0.25) 36 Penney's Plaza L (9.75), O (0.25) 37 Pines of Westbury L (9.75), O (0.25) 38 Bell Run Plaza L (9.67), O (0.33) 39 River Haven Mobile Home Park (1F) L (9.75), O (0.25) 40 Knollwood Estates Mobile Home Park (1F) L (9.75), O (0.25) 41 Colesville Towers L (8), YM 1% (1.75), O (0.25) 42 North Pointe Apartments L (4.92), YM 1% (9.83), O (0.25) 43 Tower Plaza Retail Center L (9.5), O (0.5) 44 Mountain View Mobile Home Park L (9.67), O (0.33) 45 The Mosby Building & Apartments L (9.75), O (0.25) 46 211 South Gulph Road L (9.67), O (0.33) 47 Pinewood Apartments L (3.92), YM 1% (5.5), O (0.58) 48 U-Haul - Rusfield (1G) L (9.75), O (0.25) 49 U-Haul - San Clemente (1G) L (9.75), O (0.25) 50 U-Haul - East Colonial (1G) L (9.75), O (0.25) 51 U-Haul - MacArthur Park (1G) L (9.75), O (0.25) 52 Park Knolls Apartments L (9.75), O (0.25) 53 Diamond Bar Towne Center L (9.67), O (0.33) 54 U-Haul - Dublin (1H) L (9.75), O (0.25) 55 U-Haul - Northridge (1H) L (9.75), O (0.25) 56 U-Haul - Orange Park (1H) L (9.75), O (0.25) 57 U-Haul - Tulsa (1H) L (9.75), O (0.25) 58 Cherry Knolls Shopping Center L (9.75), O (0.25) 59 333 Sam Houston Office Building L (9.5), O (0.5) 60 The Shadowbrook Apartments L (3.92), YM 1% (5), O (1.08) 61 Delta Fair Shopping Center L (9.67), O (0.33) 62 Willow Springs Shopping Center (1I) L (9.5), O (0.5) 63 Villa Shopping Center (1I) L (9.5), O (0.5) 64 Crystal Gardens Shopping Center (1I) L (9.5), O (0.5) 65 Hazelcrest Place L (19.75), O (0.25) 66 BJ's Plaza Shopping Center L (14.67), O (0.33) 67 Holiday Inn Express - City Center L (9.5), O (0.5) 68 U-Haul - Margate (1J) L (9.75), O (0.25) 69 U-Haul - Copperfield (1J) L (9.75), O (0.25) 70 U-Haul - Hampton (1J) L (9.75), O (0.25) 71 U-Haul - Lodi (1J) L (9.75), O (0.25) 72 Fashion Outlet Center L (9.75), O (0.25) 73 Tivoli Apartments L (9.75), O (0.25) 74 Tetra - Chase Texas Bank Center L (9.67), O (0.33) 75 1384-1450 Park Avenue (1K) L (4.92), YM 1% (9.83), O (0.25) 76 Rojacks Supermarket/CVS Pharmacy (1K) L (4.92), YM 1% (9.83), O (0.25) 77 Trucchi's Supermarket (1K) L (4.92), YM 1% (9.83), O (0.25) 78 Campus Hills Shopping Center L (9.5), O (0.5) 79 Carrollton Place Apartments L (9.67), O (0.33) 80 Welshwood Apartments L (9.75), O (0.25) 81 Summit Square Shopping Center L (19.67), O (0.33) 82 Park Ridge Apartments L (8.92), O (0.17) 83 294-306A Harvard Street L (9.75), O (0.25) 84 929 Pearl Street (1L) L (9.5), O (0.5) 85 2005 Tenth Street (1L) L (9.5), O (0.5) 86 Industrial Warehouse L (9.67), O (0.33) 87 Mesa Dunes Mobile Home Park L (9.75), O (0.25) 88 Pleasant Hill Executive Park L (9.5), O (0.5) 89 Best Western - Stratford Inn L (9.75), O (0.25) 90 Silverside-Carr Corporate Center L (9.67), O (0.33) 91 Country Corners Apartments L (9.75), O (0.25) 92 Bell Palm Plaza L (9.75), O (0.25) 93 Pleasant Run Apartments L (9.75), O (0.25) 94 Chalet Apartments & Commercial Plaza L (14.5), O (0.5) 95 West Ashley Shoppes Shopping Center L (9.67), O (0.33) 96 Hampton Inn - Anchorage L (9.5), O (0.5) 97 Pacific Isle Apartments L (9.5), O (0.5) 98 Sunset Crest Apartments L (9.5), O (0.5) 99 Skyline Apartments L (9.83), O (0.17) 100 Hampton Inn & Suites - Annapolis L (9.75), O (0.25) 101 Carlisle Commerce Center L (6.75), O (0.25) 102 Glendale Medical Arts Center L (9.5), O (0.5) 103 Batavia Wood Medical Center L (9.67), O (0.33) 104 Village Green Plaza Shopping Center L (12.75), O (0.25) 105 South Bank Riverwalk Retail L (3), YM 1% (16.75), O (0.25) 106 Pickwick Apartments L (9.5), O (0.5) 107 The Villas of Buena Vista Apartments (1M) L (9.5), O (0.5) 108 The Parkview Apartments - TX (1M) L (9.5), O (0.5) 109 Madras Apartments (1M) L (9.5), O (0.5) 110 Alexandria Apartments - TX (1M) L (9.5), O (0.5) 111 Sandia Park (1M) L (9.5), O (0.5) 112 4300 Travis Apartments (1M) L (9.5), O (0.5) 113 Vista Quarters Condos (1M) L (9.5), O (0.5) 114 3131 Armstrong Condominiums (1M) L (9.5), O (0.5) 115 The Essex (1M) L (9.5), O (0.5) 116 4431 Travis Street Apartments (1M) L (9.5), O (0.5) 117 4432 Buena Vista Apartments (1M) L (9.5), O (0.5) 118 The Annex Apartments (1M) L (9.5), O (0.5) 119 4319 Buena Vista Apartments (1M) L (9.5), O (0.5) 120 The Chase Apartments (1M) L (9.5), O (0.5) 121 Avalon Apartments (1M) L (9.5), O (0.5) 122 Point Breeze Apartments L (9.5), O (0.5) 123 Hidden Oaks Apartments L (9.5), O (0.5) 124 El Monte Shopping Center L (9.67), O (0.33) 125 Casa Real Apartments L (3.92), YM 1% (5.5), O (0.58) 126 The Plaza Apartments L (9.75), O (0.25) 127 Washington Square Shopping Center L (9.5), O (0.5) 128 Beechnut Village Shopping Center L (9.67), O (0.33) 129 Anaheim Mobile Estates L (19.5), O (0.5) 130 Westridge Marketplace L (9.75), O (0.25) 131 McGehee Park Apartments L (9.5), O (0.5) 132 Cypress Center L (3), YM 1% (11.75), O (0.25) 133 Best Western - Miramar L (9.75), O (0.25) 134 Garden City Tower L (19.75), O (0.25) 135 Tradewinds Apartments L (9.67), O (0.33) 136 Highland Country Estates L (9.5), O (0.5) 137 The Highlands Apartments L (9.5), O (0.5) 138 8800 Roswell Road Office Park L (9.75), O (0.25) 139 Turf Mobile Manor L (9.75), O (0.25) 140 Oakwood Village Apartments L (4), YM 1% (2.5), O (0.5) 141 La Salle Crossing Apartments L (9.83), O (0.17) 142 Wynnewood Greens Apartments L (9.67), O (0.33) 143 Comfort Inn - Augusta L (9.75), O (0.25) 144 220 Jackson Street L (9.75), O (0.25) 145 Weis Plaza L (9.67), O (0.33) 146 75 Canton Office Park L (9.75), O (0.25) 147 Capital Heights Shopping Center (2) L (9.5), O (0.5) 148 Emerald Center L (9.75), O (0.25) 149 NationsBank Office Building L (9.5), O (0.5) 150 Pecos Trail Office Compound, Phase III L (9.5), O (0.5) 151 HealthSouth Medical Plaza L (9.67), O (0.33) 152 Hampton Inn - Louisville L (9.5), O (0.5) 153 Holiday Inn - Augusta L (9.75), O (0.25) 154 Nassau Bay Village Apartments L (4.75), O (0.25) 155 West Knoll Apartments L (9.67), O (0.33) 156 Best Western - San Mateo Los Prados Inn L (6.5), O (0.5) 157 Parkway Shopping Center L (9.67), O (0.33) 158 1600 Congress Street/343 Forest Avenue L (9.5), O (0.5) 159 Scenic View Apartments L (9.75), O (0.25) 160 Mustang Crossing Apartments L (9.5), O (0.5) 161 Meadow Crossing Apartments L (9.5), O (0.5) 162 Owens Corning Manufacturing Warehouse L (11.17), O (0.25) 163 Daley Square L (9.5), O (0.5) 164 Old Florida Plaza L (9.67), O (0.33) 165 Arrowhead Creekside Center L (9.67), O (0.33) 166 Holiday Inn - Clovis L (9.67), O (0.33) 167 3005 Peachtree Road L (9.75), O (0.25) 168 Hampton Inn - Columbus East L (9.75), O (0.25) 169 Newport Towers L (9.75), O (0.25) 170 Mont Michel Apartments L (9.5), O (0.5) 171 Soniat House Hotel L (9.75), O (0.25) 172 Fairview Market L (19.75), O (0.25) 173 Montclaire Apartments L (9.5), O (0.5) 174 Embassy Building L (9.75), O (0.25) 175 Park Terrace Apartments L (9.5), O (0.5) 176 Westheimer Plaza Shopping Center L (9.75), O (0.25) 177 129-133 West 29th Street L (9.67), O (0.33) 178 Woodspear/Vista Flores Apartments L (9.75), O (0.25) 179 Clarendon CVS L (9.75), O (0.25) 180 A Storage Place Phases I & II L (9.75), O (0.25) 181 135 Raritan Center Parkway L (9.5), O (0.5) 182 The Treasury Center L (9.67), O (0.33) 183 Crescent View Apartments L (9.5), O (0.5) 184 Comfort Suites Intercontinental Plaza L (9.75), O (0.25) 185 Cottonwood Medical & Dental Center L (9.67), O (0.33) 186 Blue Bell Shopping Center L (9.67), O (0.33) 187 Sun Plaza L (9.75), O (0.25) 188 Kirkland Business Center L (9.5), O (0.5) 189 Colima Plaza L (9.67), O (0.33) 190 Kmart - Columbus L (9.75), O (0.25) 191 Briarwood Mobile Home Park L (9.25), O (0.75) 192 Ohio Valley Nursing Home L (9.67), O (0.33) 193 Forest Edge Apartments L (9.75), O (0.25) 194 Sonora Crossroads L (9.75), O (0.25) 195 Crystal Springs Apartments L (9.5), O (0.5) 196 Chateau Park Apartments L (9.5), O (0.5) 197 Scottsdale Air Park L (9.5), O (0.5) 198 Preston Royal Office Park L (9.75), O (0.25) 199 Regent Place Office Building L (9.67), O (0.33) 200 Dale Terrace Apartments L (9.5), O (0.5) 201 Woodside Apartments L (9.67), O (0.33) 202 Virginia Dare Office Building L (9.5), O (0.5) 203 Rustic Ridge Apartments L (14.75), O (0.25) 204 Heritage Square Retail Center L (9.75), O (0.25) 205 Kessel Food Market - Flushing (1N) L (9.5), O (0.5) 206 Kessel Food Market - Grand Blanc (1N) L (9.5), O (0.5) 207 178-188 Middle Street L (9.5), O (0.5) 208 350 Raritan Center Parkway L (9.5), O (0.5) 209 El San Juan Mobile Home Park L (9.5), O (0.5) 210 Meadowood Apartments L (9.5), O (0.5) 211 Country Club Corner Retail Center L (9.75), O (0.25) 212 Vagabond Apartments L (24.5), O (0.5) 213 Esprit Office Building L (9.75), O (0.25) 214 Mission Plaza L (14.5), O (0.5) 215 Broussard Village Shopping Center L (9.67), O (0.33) 216 Another Attic Self Storage L (9.75), O (0.25) 217 Raintree Apartments L (14.75), O (0.25) 218 Jeffco Plaza L (9.42), O (0.58) 219 Ramada Inn - Chatsworth L (9.67), O (0.33) 220 Preston Plaza L (9.75), O (0.25) 221 U.S. Storage Centers L (9.75), O (0.25) 222 Comfort Inn - San Jose L (9.5), O (0.5) 223 A-1 Mini Storage L (9.5), O (0.5) 224 Sandpiper Apartments L (9.5), O (0.5) 225 Plantation Xtra Storage L (9.75), O (0.25) 226 Perimeter Plaza Shopping Center L (9.5), O (0.5) 227 Red Oak Apartments (1O) L (9.5), O (0.5) 228 Diplomat Apartments (1O) L (9.5), O (0.5) 229 Waterston Apartments (1O) L (9.5), O (0.5) 230 Montage Apartments (1O) L (9.5), O (0.5) 231 Melroy Apartments (1O) L (9.5), O (0.5) 232 Envoy Apartments (1O) L (9.5), O (0.5) 233 Sixth & Gass Office Building L (9.75), O (0.25) 234 Rancho Los Amigos L (9.75), O (0.25) 235 Savemart Shopping Center L (9.75), O (0.25) 236 Glenwood Apartments L (9.5), O (0.5) 237 Georgian Court/Woodside Apartments L (9.5), O (0.5) 238 Everhart Place Apartments L (9.75), O (0.25) 239 West 34th Self Storage L (9.75), O (0.25) 240 Regency Apartments L (9.5), O (0.5) 241 Corona Industrial Center L (9.67), O (0.33) 242 North American/Lazy "R" Manufactured Housing Communities L (9.25), O (0.75) 243 Harmony Mobile Home Park L (9.5), O (0.5) 244 Dunshire Gardens Apartments (1P) L (9.5), O (0.5) 245 Alpine Gardens Apartments (1P) L (9.5), O (0.5) 246 Delvale Apartments (1P) L (9.5), O (0.5) 247 The Northwest Medical Plaza Shopping Center L (9.5), O (0.5) 248 Kingsley Business Center L (9.67), O (0.33) 249 OfficeMax L (14.75), O (0.25) 250 Rutherford Place L (9.5), O (0.5) 251 The Woods II Office Buildings L (9.75), O (0.25) 252 Greenville Avenue B & G L (9.75), O (0.25) 253 Boulder Ridge Apartments L (14.67), O (0.33) 254 Spring Gardens Apartments L (9.5), O (0.5) 255 The Admiral Apartments & The Drake Apartments L (9.5), O (0.5) 256 Heritage Apartments L (24.5), O (0.5) 257 Montgomery Village Executive Plaza Phase I L (14.5), O (0.5) 258 Orchard Lake Mini-Storage L (9.5), O (0.5) 259 Parker Road Retail L (9.5), O (0.5) 260 Smith Shopping Center L (9.5), O (0.5) 261 Rivermont Park L (9.75), O (0.25) 262 SecurCare of Colorado Springs L (6.75), O (0.25) 263 Free Street Office Building L (9.5), O (0.5) 264 Maple Valley Plaza L (9.5), O (0.5) 265 Crestview Apartments L (19.5), O (0.5) 266 Cedar Lakes Apartments L (5), YM 1% (4.5), O (0.5) 267 Rose Garden Apartments L (24.5), O (0.5) 268 Kmart - Charleston L (9.75), O (0.25) 269 Edelweiss Apartments L (9.5), O (0.5) 270 The Wachler Building L (9.5), O (0.5) 271 CTC II Building L (9.67), O (0.33) 272 Autumn Ridge Apartments L (19.75), O (0.25) 273 Diversey & Sheffield Plaza L (9.5), O (0.5) 274 The Pinger Building L (9.5), O (0.5) 275 Elden Professional Building L (9.5), O (0.5) 276 Orangetree Apartments L (9.5), O (0.5) 277 Silver Cliff Apartments L (9.5), O (0.5) 278 Granada Plaza L (9.5), O (0.5) 279 Summitwood Village Apartments L (9.5), O (0.5) 280 2221 Lee Road Office Building L (9.5), O (0.5) 281 All American Mini Storage L (9.5), O (0.5) 282 201 Commonwealth Court L (9.5), O (0.5) 283 Olde Oaks Apartments L (9.5), O (0.5) 284 Bouganvillas Apartments L (9.5), O (0.5) 285 Martin Mobile Home Park L (9.5), O (0.5) 286 Ellendale Place Apartments L (24.5), O (0.5) 287 Kessel Food Market - Saginaw L (9.5), O (0.5) 288 Talbot Center L (9.5), O (0.5) 289 Circle K Mobile Home Park L (9.5), O (0.5) 290 Strawberry Hill Apartments L (9.5), O (0.5) 291 McGeordan Apartments L (9.5), O (0.5) 292 Camel Toe Plaza Shopping Center L (9.5), O (0.5) 293 Washington Park Offices L (19.5), O (0.5) 294 Denway Circle Apartments L (9.5), O (0.5) 295 Oxford Village Apartments L (9.5), O (0.5) 296 Space Saver #8 Self-Storage Facility L (9.5), O (0.5) 297 Food City Retail Center L (9.5), O (0.5) 298 Meadowood I Apartments L (9.5), O (0.5) 299 Windy Hill Apartments L (9.5), O (0.5) 300 Northgate Plaza L (9.5), O (0.5) 301 Lone Mountain Mobile Home Park L (9.5), O (0.5) 302 Ogden Apartments L (9.5), O (0.5) 303 Oak Lawn Square L (9.5), O (0.5) 304 Flat Iron Building L (19.5), O (0.5) 305 Baymar Apartments L (19.5), O (0.5) 306 Texas City Medical Office Building (1Q) L (9.5), O (0.5) 307 Hollyvale Apartments (1Q) L (9.5), O (0.5) 308 Grandin Village Apartments L (9.5), O (0.5) 309 Riverview Estates Mobile Home Park L (9.5), O (0.5) 310 Tree Top Apartments L (9.5), O (0.5) 311 871 Islington Street L (9.5), O (0.5) 312 Westwood Apartments L (9.5), O (0.5) 313 Territorial Village (1R) L (14.5), O (0.5) 314 Telshor Tower Plaza (1R) L (14.5), O (0.5) 315 Congress Building L (9.5), O (0.5) 316 Continental House Apartments L (9.5), O (0.5) 317 Affordable Self Storage L (9.5), O (0.5) 318 Iroquois Apartments L (9.5), O (0.5) 319 Bay Palm Apartments L (9.5), O (0.5) 320 969 & 971 Amsterdam Avenue L (9.5), O (0.5) 321 59-15 55th Street L (9.5), O (0.5) 322 Chesterfield/Eula Apartments L (9.5), O (0.5) 323 Carillon Retail Center L (9.5), O (0.5) 324 Pine Street Apartments & Blossom Street Apartments L (9.5), O (0.5) 325 Penn State Office Building L (9.5), O (0.5) 326 Autumn Run Apartments L (9.5), O (0.5) 327 Pullman Park Apartments L (9.5), O (0.5) 328 Spanish Oaks Apartments L (9.5), O (0.5) 329 Ballenger Manor Apartments L (9.5), O (0.5) 330 Allen Avenue Apartments L (9.5), O (0.5) 331 Skyline Mall L (9.5), O (0.5) 332 James Road Medical Center L (9.5), O (0.5) 333 Rebecca Apartments L (3), YM 1% (6.5), O (10.5) 334 The Homestead Apartments L (9.5), O (0.5) 335 Corona Avenue Apartments L (19.5), O (0.5) 336 Sandstone Apartments L (9.5), O (0.5) 337 Lynn Villa Apartments L (9.5), O (0.5) 338 Savannah Apartments L (9.5), O (0.5) 339 Vienna Terrace Apartments L (9.5), O (0.5) 340 Alexandria Apartments - CO L (9.5), O (0.5) 341 Boynton Vista Apartments L (9.5), O (0.5) 342 Navarro Crossing Apartments L (9.5), O (0.5) 343 Kordis Apartments L (9.5), O (0.5) Total/Weighted Average Maximum: Minimum:
(1A) A Single Mortgage Note secured by Arbor Lake Club Apartments, The Parkview Apartments - FL, Heron's Cove Apartments and Horizons North Apartments, respectively. (1B) A Single Mortgage Note secured by Sterling Point Apartments, Sandridge Apartments, and Woodscape Apartments, respectively. (1C) The Mortgage Loans secured by Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage, Stone Fort Land - The Krystal Office Building, Stone Fort Land - Riverside Center, Stone Fort Land - Harrison Direct Warehouse, and Stone Fort Land - Tennessee American Water Company Office Building, respectively, are cross-collateralized and cross-defaulted. (1D) The Mortgage Loans secured by Cherry Creek Retirement Village and Remington Heights Retirement Community, respectively, are cross-collateralized and cross-defaulted. (1E) A Single Mortgage Note secured by Two University Plaza, 800-900 Lanidex Plaza and 140 Littleton Road, respectively. (1F) A Single Mortgage Note secured by River Haven Mobile Home Park and Knollwood Estates Mobile Home Park, respectively. (1G) A Single Mortgage Note secured by U-Haul - Rusfield, U-Haul - San Clemente, U-Haul East Colonial and U-Haul - MacArthur Park, respectively. (1H) A Single Mortgage Note secured by U-Haul - Dublin, U-Haul - Northridge, U-Haul - Orange Park and U-Haul - Tulsa, respectively. (1I) The Mortgage Loans secured by Willow Springs Shopping Center, Villa Shopping Center and Crystal Gardens Shopping Center, respectively, are cross-collateralized and cross-defaulted. (1J) A Single Mortgage Note secured by U-Haul - Margate, U-Haul - Copperfield, U-Haul - Hampton, U-Haul - Lodi, respectively. (1K) A Single Mortgage Note secured by 1384-1450 Park Avenue, Rojacks Supermarket/CVS Pharmacy and Trucchi's Supermarket, respectively. (1L) The Mortgage Loans secured by 929 Pearl Street and 2005 Tenth Street, respectively, are cross-collateralized and cross-defaulted. (1M) A Single Mortgage Note secured by The Villas of Buena Vista Apartments, The Parkview Apartments - TX, Madras Apartments, Alexandria Apartments - TX, Sandia Park, 4300 Travis Apartments, Vista Quarters Condos, 3131 Armstrong Condominiums, The Essex, 4431 Travis Street Apartments, 4432 Buena Vista Apartments, The Annex Apartments, 4319 Buena Vista Apartments, The Chase Apartments and Avalon Apartments, respectively. (1N) A Single Mortgage Note secured by Kessel Food Market - Flushing and Kessel Food Market-Grand Blanc, respectively. (1O) The Mortgage Loans secured by Red Oak Apartments, Diplomat Apartments, Waterston Apartments, Montage Apartments, Melroy Apartments and Envoy Apartments, respectively, are cross-collateralized and cross-defaulted. (1P) The Mortgage Loans secured by Dunshire Gardens Apartments, Alpine Gardens Apartments and Delvale Apartments, respectively, are cross-collateralized and cross-defaulted. (1Q) The Mortgage Loans secured by Texas City Medical Office Building and Hollyvale Apartments, respectively, are cross-collateralized and cross-defaulted. (1R) The Mortgage Loans secured by Territorial Village and Telshor Tower Plaza, respectively, are cross-collateralized and cross-defaulted. (2) The Mortgage Loan secured by Capital Heights Shopping Center has an interest only period of 24 months from origination and thereafter is scheduled to amortize over 360 months with the payment presented reflecting the amount due during the amortization term. (3) Assumes a Cut-off Date of June 1, 1999. (4) In the case of ARD loans, the Anticipated Repayment Date is assumed to be the maturity date for the purposes of the indicated column. (5) Anticipated Repayment Date. (6) Prepayment Provision as of Origination: L (x) = Lockout or Defeasance for x years YM A% (x) = Greater of Yield Maintenance Premium and A% Prepayment for x years O (x) = Prepayable at par for x years Engineering Reserves and Recurring Replacement Reserves
Contractual U/W Engineering Recurring Recurring Reserve at Replacement Replacement # Property Name Property Type Origination Reserve Reserve - - ------------- ------------- ----------- ------- ------- 1 Oakwood Plaza Retail N/A $0.13 $0.13 2 Arbor Lake Club Apartments (1A) Multifamily $1,813 $250 $250 3 The Parkview Apartments - FL (1A) Multifamily $1,500 $250 $250 4 Heron's Cove Apartments (1A) Multifamily $13,063 $250 $250 5 Horizons North Apartments (1A) Multifamily $2,375 $250 $250 6 Herald Center Retail $66,085 $0.18 $0.25 7 Sterling Point Apartments (1B) Multifamily $317,450 $250 $250 8 Sandridge Apartments (1B) Multifamily $87,813 $250 $250 9 Woodscape Apartments (1B) Multifamily $26,875 $250 $250 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Mixed Use $1,846 $0.26 $0.27 11 Stone Fort Land - The Krystal Office Building (1C) Office $1,279 $0.20 $0.20 12 Stone Fort Land - Riverside Center (1C) Office $10,500 $0.20 $0.20 13 Stone Fort Land - Harrison Direct Warehouse (1C) Industrial $7,000 $0.15 $0.15 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) Office $26,719 $0.29 $0.29 15 Center At The Plant Retail N/A N/A $0.15 16 The Boardwalk Multifamily $85,741 N/A $287 17 Cherry Creek Retirement Village (1D) Independent/Assisted Living N/A N/A $300 18 Remington Heights Retirement Community (1D) Independent/Assisted Living N/A N/A $300 19 Charles River Center Retail N/A $0.25 $0.15 20 Fox Run Shopping Center Retail $3,750 $0.15 $0.20 21 Two University Plaza (1E) Office $214,579 $0.15 $0.15 22 800-900 Lanidex Plaza (1E) Office $172,305 $0.16 $0.15 23 140 Littleton Road (1E) Office $31,485 $0.11 $0.15 24 Embarcadero Corporate Center Office N/A N/A $0.16 25 Best Buy Plaza Shopping Center Retail N/A N/A $0.15 26 Highland Falls Apartments Multifamily $125,000 $227 $227 27 Rancho Ocaso Multifamily N/A $208 $200 28 The Court at Deptford II Retail N/A $0.15 $0.15 29 Sage Crossing Apartments Multifamily $21,250 $250 $250 30 Crossroads at Buckland Hills Retail N/A $0.15 $0.14 31 Deerbrook Crossing Shopping Center Retail $26,250 $0.15 $0.15 32 Sundance Village Apartments Multifamily $3,125 $225 $225 33 Lake Mead Pavilion Shopping Center Retail N/A $0.11 $0.11 34 Ontario Plaza Retail N/A N/A $0.05 35 Cole Spring Plaza Multifamily $191,875 $237 $238 36 Penney's Plaza Retail $52,344 $0.15 $0.20 37 Pines of Westbury Multifamily $5,000 $200 $250 38 Bell Run Plaza Retail N/A $0.10 $0.21 39 River Haven Mobile Home Park (1F) Manufactured Housing $11,437 $26 $37 40 Knollwood Estates Mobile Home Park (1F) Manufactured Housing $3,177 $23 $37 41 Colesville Towers Multifamily $302,000 $243 $243 42 North Pointe Apartments Multifamily $116,000 $275 $275 43 Tower Plaza Retail Center Retail N/A N/A $0.15 44 Mountain View Mobile Home Park Manufactured Housing $17,500 $80 $75 45 The Mosby Building & Apartments Mixed Use $96,469 $0.31 $0.31 46 211 South Gulph Road Office N/A $0.20 $0.19 47 Pinewood Apartments Multifamily N/A N/A $332 48 U-Haul - Rusfield (1G) Self Storage N/A $0.20 $0.20 49 U-Haul - San Clemente (1G) Self Storage N/A $0.35 $0.15 50 U-Haul - East Colonial (1G) Self Storage N/A $0.22 $0.35 51 U-Haul - MacArthur Park (1G) Self Storage N/A $0.11 $0.15 52 Park Knolls Apartments Multifamily $20,406 N/A $309 53 Diamond Bar Towne Center Retail N/A $0.21 $0.21 54 U-Haul - Dublin (1H) Self Storage $10,027 $0.18 $0.18 55 U-Haul - Northridge (1H) Self Storage $8,162 $0.19 $0.15 56 U-Haul - Orange Park (1H) Self Storage $5,916 $0.15 $0.15 57 U-Haul - Tulsa (1H) Self Storage $5,896 $0.12 $0.15 58 Cherry Knolls Shopping Center Retail $40,750 $0.21 $0.21 59 333 Sam Houston Office Building Office $3,313 N/A $0.15 60 The Shadowbrook Apartments Multifamily N/A N/A $297 61 Delta Fair Shopping Center Retail $5,094 $0.17 $0.16 62 Willow Springs Shopping Center (1I) Mixed Use $8,063 N/A $0.15 63 Villa Shopping Center (1I) Retail $118,563 N/A $0.15 64 Crystal Gardens Shopping Center (1I) Mixed Use $9,725 N/A $0.16 65 Hazelcrest Place Multifamily $37,250 $295 $295 66 BJ's Plaza Shopping Center Retail $5,000 $0.12 $0.15 67 Holiday Inn Express - City Center Hotel N/A 4.0% 4.0% 68 U-Haul - Margate (1J) Self Storage N/A $0.16 $0.15 69 U-Haul - Copperfield (1J) Self Storage N/A $0.16 $0.15 70 U-Haul - Hampton (1J) Self Storage N/A $0.15 $0.15 71 U-Haul - Lodi (1J) Self Storage N/A $0.12 $0.15 72 Fashion Outlet Center Retail $2,250 $0.15 $0.15 73 Tivoli Apartments Multifamily N/A $275 $350 74 Tetra - Chase Texas Bank Center Office $32,750 $0.16 $0.15 75 1384-1450 Park Avenue (1K) Retail N/A N/A $0.30 76 Rojacks Supermarket/CVS Pharmacy (1K) Retail N/A N/A $0.24 77 Trucchi's Supermarket (1K) Retail N/A N/A $0.17 78 Campus Hills Shopping Center Retail $123,188 $0.15 $0.15 79 Carrollton Place Apartments Multifamily $1,188 $350 $350 80 Welshwood Apartments Multifamily $39,375 $250 $232 81 Summit Square Shopping Center Retail N/A $0.15 $0.15 82 Park Ridge Apartments Multifamily $145,319 $225 $250 83 294-306A Harvard Street Retail N/A $0.15 $0.15 84 929 Pearl Street (1L) Mixed Use N/A N/A $0.15 85 2005 Tenth Street (1L) Mixed Use N/A N/A $0.15 86 Industrial Warehouse Industrial N/A $0.15 $0.10 87 Mesa Dunes Mobile Home Park Manufactured Housing $3,213 N/A $49 88 Pleasant Hill Executive Park Office $11,250 $0.20 $0.20 89 Best Western - Stratford Inn Hotel $75,250 5.0% 4.8% 90 Silverside-Carr Corporate Center Office $5,335 $0.17 $0.17 91 Country Corners Apartments Multifamily $221,410 N/A $261 92 Bell Palm Plaza Retail $1,641 $0.17 $0.17 93 Pleasant Run Apartments Multifamily $69,313 $249 $248 94 Chalet Apartments & Commercial Plaza Multifamily $114,563 $291 $291 95 West Ashley Shoppes Shopping Center Retail N/A $0.23 $0.26 96 Hampton Inn - Anchorage Hotel N/A 4.0% 4.0% 97 Pacific Isle Apartments Multifamily $70,625 $263 $263 98 Sunset Crest Apartments Multifamily $59,000 $225 $225 99 Skyline Apartments Multifamily $120,969 $225 $250 100 Hampton Inn & Suites - Annapolis Hotel N/A 4.0% 5.0% 101 Carlisle Commerce Center Retail $5,594 $0.22 $0.22 102 Glendale Medical Arts Center Office N/A N/A $0.15 103 Batavia Wood Medical Center Office N/A $0.20 $0.15 104 Village Green Plaza Shopping Center Retail $1,875 $0.15 $0.15 105 South Bank Riverwalk Retail Retail N/A N/A $0.18 106 Pickwick Apartments Multifamily N/A $250 $250 107 The Villas of Buena Vista Apartments (1M) Multifamily $38,750 N/A $250 108 The Parkview Apartments - TX (1M) Multifamily N/A N/A $250 109 Madras Apartments (1M) Multifamily N/A N/A $250 110 Alexandria Apartments - TX (1M) Multifamily N/A N/A $250 111 Sandia Park (1M) Multifamily N/A N/A $250 112 4300 Travis Apartments (1M) Multifamily N/A N/A $250 113 Vista Quarters Condos (1M) Multifamily N/A N/A $250 114 3131 Armstrong Condominiums (1M) Multifamily N/A N/A $250 115 The Essex (1M) Multifamily $3,500 N/A $250 116 4431 Travis Street Apartments (1M) Multifamily N/A N/A $250 117 4432 Buena Vista Apartments (1M) Multifamily N/A N/A $250 118 The Annex Apartments (1M) Multifamily N/A N/A $250 119 4319 Buena Vista Apartments (1M) Multifamily $7,313 N/A $277 120 The Chase Apartments (1M) Multifamily $626 N/A $250 121 Avalon Apartments (1M) Multifamily N/A N/A $250 122 Point Breeze Apartments Multifamily $18,780 $250 $250 123 Hidden Oaks Apartments Multifamily $444,613 $250 $250 124 El Monte Shopping Center Retail $27,500 $0.15 $0.15 125 Casa Real Apartments Multifamily N/A N/A $288 126 The Plaza Apartments Multifamily $7,500 $250 $200 127 Washington Square Shopping Center Retail $75,250 $0.13 $0.15 128 Beechnut Village Shopping Center Retail $20,875 $0.15 $0.15 129 Anaheim Mobile Estates Manufactured Housing N/A N/A $50 130 Westridge Marketplace Retail $8,594 $0.15 $0.24 131 McGehee Park Apartments Multifamily $113,800 $250 $277 132 Cypress Center Retail $3,038 $0.28 $0.28 133 Best Western - Miramar Hotel N/A 5.0% 5.0% 134 Garden City Tower Multifamily $18,938 $295 $295 135 Tradewinds Apartments Multifamily $6,000 $250 $250 136 Highland Country Estates Manufactured Housing $6,075 N/A $50 137 The Highlands Apartments Multifamily $375 $250 $250 138 8800 Roswell Road Office Park Office $190,923 N/A $0.31 139 Turf Mobile Manor Manufactured Housing $1,563 N/A $40 140 Oakwood Village Apartments Multifamily $49,719 $204 $204 141 La Salle Crossing Apartments Multifamily $99,469 $248 $250 142 Wynnewood Greens Apartments Multifamily $11,856 $199 $199 143 Comfort Inn - Augusta Hotel $7,875 4.0% 4.0% 144 220 Jackson Street Office $981 $0.19 $0.19 145 Weis Plaza Retail N/A $0.17 $0.17 146 75 Canton Office Park Office $75,360 N/A $0.31 147 Capital Heights Shopping Center (2) Retail $6,563 $0.15 $0.03 148 Emerald Center Retail $175,000 $0.15 $0.15 149 NationsBank Office Building Office $2,875 N/A $0.19 150 Pecos Trail Office Compound, Phase III Office $3,875 N/A $0.20 151 HealthSouth Medical Plaza Office N/A $0.15 $0.15 152 Hampton Inn - Louisville Hotel N/A 4.0% 5.0% 153 Holiday Inn - Augusta Hotel $3,906 4.0% 4.0% 154 Nassau Bay Village Apartments Multifamily $167,090 $243 $250 155 West Knoll Apartments Multifamily $30,706 $246 $250 156 Best Western - San Mateo Los Prados Inn Hotel $9,856 4.0% 4.0% 157 Parkway Shopping Center Retail N/A $0.29 $0.29 158 1600 Congress Street/343 Forest Avenue Mixed Use $21,938 N/A $0.20 159 Scenic View Apartments Multifamily $4,875 $248 $248 160 Mustang Crossing Apartments Multifamily $11,563 $250 $250 161 Meadow Crossing Apartments Multifamily $40,750 $250 $250 162 Owens Corning Manufacturing Warehouse Industrial N/A N/A $0.05 163 Daley Square Retail N/A N/A $0.15 164 Old Florida Plaza Retail N/A $0.15 $0.15 165 Arrowhead Creekside Center Office N/A $0.15 $0.15 166 Holiday Inn - Clovis Hotel N/A 4.0% 4.0% 167 3005 Peachtree Road Mixed Use $14,438 $0.15 $0.15 168 Hampton Inn - Columbus East Hotel $5,188 4.0% 4.0% 169 Newport Towers Multifamily $97,563 $227 $250 170 Mont Michel Apartments Multifamily $22,500 $300 $300 171 Soniat House Hotel Hotel $26,213 5.0% 5.0% 172 Fairview Market Retail N/A N/A $0.27 173 Montclaire Apartments Multifamily $12,188 $200 $250 174 Embassy Building Office $17,500 $0.38 $0.38 175 Park Terrace Apartments Multifamily N/A $252 $252 176 Westheimer Plaza Shopping Center Retail $53,893 $0.23 $0.23 177 129-133 West 29th Street Office $11,375 $0.15 $0.15 178 Woodspear/Vista Flores Apartments Multifamily $19,625 $225 N/A 179 Clarendon CVS Retail $1,063 $0.32 $0.32 180 A Storage Place Phases I & II Self Storage $131,925 $0.15 $0.15 181 135 Raritan Center Parkway Industrial $3,688 $0.15 $0.20 182 The Treasury Center Retail $48,970 $0.17 $0.17 183 Crescent View Apartments Multifamily N/A $269 $268 184 Comfort Suites Intercontinental Plaza Hotel $3,813 4.0% 4.0% 185 Cottonwood Medical & Dental Center Office $17,500 $0.35 $0.35 186 Blue Bell Shopping Center Retail $3,438 $0.10 $0.15 187 Sun Plaza Retail $34,750 $0.15 $0.15 188 Kirkland Business Center Industrial N/A N/A $0.18 189 Colima Plaza Retail N/A $0.20 $0.19 190 Kmart - Columbus Retail N/A N/A N/A 191 Briarwood Mobile Home Park Manufactured Housing N/A N/A $50 192 Ohio Valley Nursing Home Healthcare $22,813 $250 $250 193 Forest Edge Apartments Multifamily $10,656 $225 $200 194 Sonora Crossroads Retail $6,375 $0.20 $0.20 195 Crystal Springs Apartments Multifamily N/A $250 $250 196 Chateau Park Apartments Multifamily $61,688 $250 $250 197 Scottsdale Air Park Industrial N/A N/A $0.15 198 Preston Royal Office Park Office $13,750 $0.20 $0.20 199 Regent Place Office Building Office $75,000 $0.37 $0.37 200 Dale Terrace Apartments Multifamily $124,644 $300 $300 201 Woodside Apartments Multifamily $155,021 $243 $250 202 Virginia Dare Office Building Office N/A N/A $0.20 203 Rustic Ridge Apartments Multifamily $3,125 $343 $343 204 Heritage Square Retail Center Retail $4,250 $0.20 $0.20 205 Kessel Food Market - Flushing (1N) Retail $54,938 N/A $0.15 206 Kessel Food Market - Grand Blanc (1N) Retail $33,937 N/A $0.16 207 178-188 Middle Street Mixed Use $34,938 $0.16 $0.17 208 350 Raritan Center Parkway Industrial $226,749 $0.14 $0.11 209 El San Juan Mobile Home Park Manufactured Housing N/A N/A $46 210 Meadowood Apartments Multifamily N/A $311 $311 211 Country Club Corner Retail Center Retail N/A $0.15 $0.15 212 Vagabond Apartments Multifamily N/A $255 $250 213 Esprit Office Building Office $84,134 $0.31 $0.30 214 Mission Plaza Retail N/A N/A $0.20 215 Broussard Village Shopping Center Retail N/A $0.10 $0.15 216 Another Attic Self Storage Self Storage N/A $0.15 $0.15 217 Raintree Apartments Multifamily $750 $353 $352 218 Jeffco Plaza Industrial N/A $0.15 $0.15 219 Ramada Inn - Chatsworth Hotel N/A 4.0% 4.0% 220 Preston Plaza Retail N/A $0.15 $0.15 221 U.S. Storage Centers Self Storage $1,294 N/A $0.15 222 Comfort Inn - San Jose Hotel $3,375 4.0% 4.0% 223 A-1 Mini Storage Self Storage N/A $0.16 $0.21 224 Sandpiper Apartments Multifamily N/A $250 $250 225 Plantation Xtra Storage Self Storage $1,562 $0.29 $0.29 226 Perimeter Plaza Shopping Center Retail N/A N/A $0.15 227 Red Oak Apartments (1O) Multifamily $1,438 $250 $300 228 Diplomat Apartments (1O) Multifamily $450 $250 $300 229 Waterston Apartments (1O) Multifamily $1,125 $250 $300 230 Montage Apartments (1O) Multifamily $525 $250 $300 231 Melroy Apartments (1O) Multifamily $450 $250 $300 232 Envoy Apartments (1O) Multifamily $688 $250 $300 233 Sixth & Gass Office Building Office N/A $0.22 $0.22 234 Rancho Los Amigos Manufactured Housing $3,438 $49 $49 235 Savemart Shopping Center Retail $8,563 $0.33 $0.33 236 Glenwood Apartments Multifamily $3,621 $250 $250 237 Georgian Court/Woodside Apartments Multifamily N/A $250 $250 238 Everhart Place Apartments Multifamily $10,456 $374 $374 239 West 34th Self Storage Self Storage N/A $0.15 $0.15 240 Regency Apartments Multifamily $1,563 $250 $250 241 Corona Industrial Center Industrial N/A $0.15 $0.10 242 North American/Lazy "R" Manufactured Housing Communities Manufactured Housing N/A N/A $47 243 Harmony Mobile Home Park Manufactured Housing N/A N/A $50 244 Dunshire Gardens Apartments (1P) Multifamily $3,950 $250 $250 245 Alpine Gardens Apartments (1P) Multifamily $11,188 $250 $250 246 Delvale Apartments (1P) Multifamily $2,900 $256 $250 247 The Northwest Medical Plaza Shopping Center Retail N/A N/A $0.23 248 Kingsley Business Center Industrial $10,304 $0.15 $0.29 249 OfficeMax Retail N/A N/A $0.15 250 Rutherford Place Mixed Use $4,563 N/A $0.15 251 The Woods II Office Buildings Office $112,713 $0.24 $0.23 252 Greenville Avenue B & G Retail $12,500 $0.32 $0.32 253 Boulder Ridge Apartments Multifamily $24,300 $234 $234 254 Spring Gardens Apartments Multifamily N/A $250 $250 255 The Admiral Apartments & The Drake Apartments Multifamily $62,607 $250 $250 256 Heritage Apartments Multifamily N/A $250 $250 257 Montgomery Village Executive Plaza Phase I Office N/A N/A $0.20 258 Orchard Lake Mini-Storage Self Storage N/A N/A $0.21 259 Parker Road Retail Retail $11,938 N/A $0.15 260 Smith Shopping Center Retail $5,063 N/A $0.15 261 Rivermont Park Industrial $36,800 N/A $0.21 262 SecurCare of Colorado Springs Self Storage $20,000 $0.23 $0.23 263 Free Street Office Building Office $3,548 $0.25 $0.25 264 Maple Valley Plaza Retail N/A $0.15 $0.16 265 Crestview Apartments Multifamily $36,750 $250 $298 266 Cedar Lakes Apartments Multifamily $16,163 $250 $250 267 Rose Garden Apartments Multifamily N/A $250 $250 268 Kmart - Charleston Retail N/A N/A N/A 269 Edelweiss Apartments Multifamily $39,313 $250 $258 270 The Wachler Building Mixed Use $750 N/A $0.20 271 CTC II Building Industrial N/A $0.15 $0.10 272 Autumn Ridge Apartments Multifamily $62,438 $444 $444 273 Diversey & Sheffield Plaza Retail $6,640 N/A $0.39 274 The Pinger Building Mixed Use $1,250 N/A $0.15 275 Elden Professional Building Office $2,125 $0.17 $0.15 276 Orangetree Apartments Multifamily N/A $250 $250 277 Silver Cliff Apartments Multifamily $87,000 $247 $247 278 Granada Plaza Retail $1,250 N/A $0.33 279 Summitwood Village Apartments Multifamily $28,125 $250 $250 280 2221 Lee Road Office Building Office N/A $0.20 $0.20 281 All American Mini Storage Self Storage N/A $0.15 $0.20 282 201 Commonwealth Court Office N/A N/A $0.15 283 Olde Oaks Apartments Multifamily N/A $250 $250 284 Bouganvillas Apartments Multifamily N/A $274 $275 285 Martin Mobile Home Park Manufactured Housing N/A $50 $50 286 Ellendale Place Apartments Multifamily N/A $250 $300 287 Kessel Food Market - Saginaw Retail $33,813 N/A $0.15 288 Talbot Center Retail N/A $0.15 $0.15 289 Circle K Mobile Home Park Manufactured Housing $6,250 N/A $50 290 Strawberry Hill Apartments Multifamily $26,875 $250 $250 291 McGeordan Apartments Multifamily $14,875 $250 $250 292 Camel Toe Plaza Shopping Center Retail $2,344 N/A $0.24 293 Washington Park Offices Office N/A $0.28 $0.28 294 Denway Circle Apartments Multifamily $47,360 $250 $250 295 Oxford Village Apartments Multifamily $42,438 $250 $250 296 Space Saver #8 Self-Storage Facility Self Storage $6,563 $0.15 $0.30 297 Food City Retail Center Retail N/A N/A $0.15 298 Meadowood I Apartments Multifamily $4,000 $250 $250 299 Windy Hill Apartments Multifamily $2,500 $250 $250 300 Northgate Plaza Retail $4,200 $0.28 $0.28 301 Lone Mountain Mobile Home Park Manufactured Housing N/A N/A $50 302 Ogden Apartments Multifamily $6,875 $250 $250 303 Oak Lawn Square Retail N/A N/A $0.15 304 Flat Iron Building Office $204,169 $0.31 $0.20 305 Baymar Apartments Multifamily $7,188 $250 $250 306 Texas City Medical Office Building (1Q) Office $431 $0.20 $0.20 307 Hollyvale Apartments (1Q) Multifamily N/A $250 $250 308 Grandin Village Apartments Multifamily $3,750 $250 $250 309 Riverview Estates Mobile Home Park Manufactured Housing N/A $50 $50 310 Tree Top Apartments Multifamily $688 $243 $243 311 871 Islington Street Office $3,438 $0.20 $0.32 312 Westwood Apartments Multifamily $2,813 $250 $250 313 Territorial Village (1R) Retail $938 N/A $0.19 314 Telshor Tower Plaza (1R) Mixed Use $813 N/A $0.22 315 Congress Building Office N/A $0.20 $0.20 316 Continental House Apartments Multifamily $12,150 $287 $287 317 Affordable Self Storage Self Storage N/A $0.15 $0.26 318 Iroquois Apartments Multifamily N/A $250 $250 319 Bay Palm Apartments Multifamily $1,125 $250 $250 320 969 & 971 Amsterdam Avenue Multifamily $50,000 $250 $269 321 59-15 55th Street Industrial N/A $0.19 $0.19 322 Chesterfield/Eula Apartments Multifamily N/A $250 $250 323 Carillon Retail Center Retail $1,500 $0.18 $0.18 324 Pine Street Apartments & Blossom Street Apartments Multifamily $12,000 N/A $250 325 Penn State Office Building Office $4,688 $0.21 $0.21 326 Autumn Run Apartments Multifamily $2,438 $250 $250 327 Pullman Park Apartments Multifamily N/A $250 $250 328 Spanish Oaks Apartments Multifamily $2,188 $305 $323 329 Ballenger Manor Apartments Multifamily $4,375 $185 $250 330 Allen Avenue Apartments Multifamily N/A $250 $250 331 Skyline Mall Retail N/A $0.23 $0.23 332 James Road Medical Center Office $1,250 $0.31 $0.26 333 Rebecca Apartments Multifamily N/A $306 $312 334 The Homestead Apartments Multifamily $400 $257 $256 335 Corona Avenue Apartments Multifamily N/A $250 $250 336 Sandstone Apartments Multifamily $4,500 $250 $250 337 Lynn Villa Apartments Multifamily $3,221 $250 $250 338 Savannah Apartments Multifamily $500 $259 $259 339 Vienna Terrace Apartments Multifamily $57,750 $275 $275 340 Alexandria Apartments - CO Multifamily N/A $259 $259 341 Boynton Vista Apartments Multifamily $3,500 $309 $309 342 Navarro Crossing Apartments Multifamily $12,350 $280 $280 343 Kordis Apartments Multifamily $24,063 $368 $368 Contractual Recurring U/W Tax & LC & TI LC & TI Insurance # Property Name Per Sq. Ft. Per Sq. Ft. Escrows - - ------------- ----------- ----------- ------- 1 Oakwood Plaza $0.40 $0.40 Both 2 Arbor Lake Club Apartments (1A) N/A N/A Both 3 The Parkview Apartments - FL (1A) N/A N/A Both 4 Heron's Cove Apartments (1A) N/A N/A Both 5 Horizons North Apartments (1A) N/A N/A Both 6 Herald Center $2.40 $0.44 Both 7 Sterling Point Apartments (1B) N/A N/A Both 8 Sandridge Apartments (1B) N/A N/A Both 9 Woodscape Apartments (1B) N/A N/A Both 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) N/A $1.51 Tax 11 Stone Fort Land - The Krystal Office Building (1C) N/A $1.17 Tax 12 Stone Fort Land - Riverside Center (1C) N/A $0.65 Tax 13 Stone Fort Land - Harrison Direct Warehouse (1C) N/A $0.10 Tax 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) N/A N/A Tax 15 Center At The Plant N/A $0.39 Both 16 The Boardwalk N/A N/A Tax 17 Cherry Creek Retirement Village (1D) N/A N/A Both 18 Remington Heights Retirement Community (1D) N/A N/A Both 19 Charles River Center N/A $0.54 Both 20 Fox Run Shopping Center $0.54 $0.60 Both 21 Two University Plaza (1E) $0.41 $1.38 Both 22 800-900 Lanidex Plaza (1E) $0.44 $1.26 Both 23 140 Littleton Road (1E) $0.30 $1.63 Both 24 Embarcadero Corporate Center $1.10 $1.32 Both 25 Best Buy Plaza Shopping Center N/A $0.47 Both 26 Highland Falls Apartments N/A N/A Both 27 Rancho Ocaso N/A N/A Both 28 The Court at Deptford II N/A $0.20 Both 29 Sage Crossing Apartments N/A N/A Both 30 Crossroads at Buckland Hills $0.20 $0.78 Both 31 Deerbrook Crossing Shopping Center N/A $0.48 Both 32 Sundance Village Apartments N/A N/A Both 33 Lake Mead Pavilion Shopping Center $0.68 $0.68 Both 34 Ontario Plaza N/A $0.39 Both 35 Cole Spring Plaza N/A N/A Both 36 Penney's Plaza N/A $0.48 Both 37 Pines of Westbury N/A N/A Both 38 Bell Run Plaza N/A $0.26 Both 39 River Haven Mobile Home Park (1F) N/A N/A Both 40 Knollwood Estates Mobile Home Park (1F) N/A N/A Both 41 Colesville Towers N/A N/A Both 42 North Pointe Apartments N/A N/A Both 43 Tower Plaza Retail Center $0.76 $0.62 Both 44 Mountain View Mobile Home Park N/A N/A Both 45 The Mosby Building & Apartments N/A $0.30 Both 46 211 South Gulph Road $0.44 $0.67 Both 47 Pinewood Apartments N/A N/A Both 48 U-Haul - Rusfield (1G) N/A N/A Both 49 U-Haul - San Clemente (1G) N/A N/A Both 50 U-Haul - East Colonial (1G) N/A N/A Both 51 U-Haul - MacArthur Park (1G) N/A N/A Both 52 Park Knolls Apartments N/A N/A Both 53 Diamond Bar Towne Center $0.50 $0.69 Both 54 U-Haul - Dublin (1H) N/A N/A Both 55 U-Haul - Northridge (1H) N/A N/A Both 56 U-Haul - Orange Park (1H) N/A N/A Both 57 U-Haul - Tulsa (1H) N/A N/A Both 58 Cherry Knolls Shopping Center $0.61 $0.61 Both 59 333 Sam Houston Office Building $1.27 $0.87 Both 60 The Shadowbrook Apartments N/A N/A Both 61 Delta Fair Shopping Center N/A $0.47 Both 62 Willow Springs Shopping Center (1I) N/A $0.98 Both 63 Villa Shopping Center (1I) N/A $0.98 Both 64 Crystal Gardens Shopping Center (1I) N/A $0.91 Both 65 Hazelcrest Place N/A N/A Both 66 BJ's Plaza Shopping Center $0.04 $0.53 Tax 67 Holiday Inn Express - City Center N/A N/A Both 68 U-Haul - Margate (1J) N/A N/A Both 69 U-Haul - Copperfield (1J) N/A N/A Both 70 U-Haul - Hampton (1J) N/A N/A Both 71 U-Haul - Lodi (1J) N/A N/A Both 72 Fashion Outlet Center $0.86 $1.00 Both 73 Tivoli Apartments N/A N/A Both 74 Tetra - Chase Texas Bank Center $0.27 $0.81 Both 75 1384-1450 Park Avenue (1K) N/A $0.25 Both 76 Rojacks Supermarket/CVS Pharmacy (1K) N/A $0.20 Both 77 Trucchi's Supermarket (1K) N/A $0.14 Both 78 Campus Hills Shopping Center $0.30 $0.25 Tax 79 Carrollton Place Apartments N/A N/A Both 80 Welshwood Apartments N/A N/A Both 81 Summit Square Shopping Center N/A $0.80 Both 82 Park Ridge Apartments N/A N/A Both 83 294-306A Harvard Street $0.50 $0.58 Both 84 929 Pearl Street (1L) N/A $1.01 Both 85 2005 Tenth Street (1L) N/A $1.03 Both 86 Industrial Warehouse $0.34 $0.16 Both 87 Mesa Dunes Mobile Home Park N/A N/A Both 88 Pleasant Hill Executive Park $1.37 $1.34 Tax 89 Best Western - Stratford Inn N/A N/A Both 90 Silverside-Carr Corporate Center $1.46 $1.54 Both 91 Country Corners Apartments N/A N/A Both 92 Bell Palm Plaza $1.12 $0.99 Both 93 Pleasant Run Apartments N/A N/A Both 94 Chalet Apartments & Commercial Plaza N/A N/A Both 95 West Ashley Shoppes Shopping Center N/A $0.50 Both 96 Hampton Inn - Anchorage N/A N/A Tax 97 Pacific Isle Apartments N/A N/A Both 98 Sunset Crest Apartments N/A N/A Both 99 Skyline Apartments N/A N/A Both 100 Hampton Inn & Suites - Annapolis N/A N/A Tax 101 Carlisle Commerce Center $0.23 $0.34 Both 102 Glendale Medical Arts Center N/A $1.25 Both 103 Batavia Wood Medical Center $0.32 $1.73 Both 104 Village Green Plaza Shopping Center $0.73 $0.92 Both 105 South Bank Riverwalk Retail N/A $0.91 Both 106 Pickwick Apartments N/A N/A Both 107 The Villas of Buena Vista Apartments (1M) N/A N/A Both 108 The Parkview Apartments - TX (1M) N/A N/A Both 109 Madras Apartments (1M) N/A N/A Both 110 Alexandria Apartments - TX (1M) N/A N/A Both 111 Sandia Park (1M) N/A N/A Both 112 4300 Travis Apartments (1M) N/A N/A Both 113 Vista Quarters Condos (1M) N/A N/A Both 114 3131 Armstrong Condominiums (1M) N/A N/A Both 115 The Essex (1M) N/A N/A Both 116 4431 Travis Street Apartments (1M) N/A N/A Both 117 4432 Buena Vista Apartments (1M) N/A N/A Both 118 The Annex Apartments (1M) N/A N/A Both 119 4319 Buena Vista Apartments (1M) N/A N/A Both 120 The Chase Apartments (1M) N/A N/A Both 121 Avalon Apartments (1M) N/A N/A Both 122 Point Breeze Apartments N/A N/A Both 123 Hidden Oaks Apartments N/A N/A Both 124 El Monte Shopping Center $0.30 $0.35 Both 125 Casa Real Apartments N/A N/A Both 126 The Plaza Apartments N/A N/A Tax 127 Washington Square Shopping Center $0.47 $0.44 Both 128 Beechnut Village Shopping Center $0.40 $0.49 Both 129 Anaheim Mobile Estates N/A N/A Both 130 Westridge Marketplace N/A $0.33 Tax 131 McGehee Park Apartments N/A N/A Both 132 Cypress Center $0.83 $0.83 Both 133 Best Western - Miramar N/A N/A Both 134 Garden City Tower N/A N/A Both 135 Tradewinds Apartments N/A N/A Both 136 Highland Country Estates N/A N/A Both 137 The Highlands Apartments N/A N/A Both 138 8800 Roswell Road Office Park N/A $1.51 Both 139 Turf Mobile Manor N/A N/A Both 140 Oakwood Village Apartments N/A N/A Both 141 La Salle Crossing Apartments N/A N/A Both 142 Wynnewood Greens Apartments N/A N/A Both 143 Comfort Inn - Augusta N/A N/A Both 144 220 Jackson Street $0.45 $0.97 Both 145 Weis Plaza N/A $0.19 Both 146 75 Canton Office Park N/A $0.89 Both 147 Capital Heights Shopping Center (2) N/A $0.16 Both 148 Emerald Center $0.70 $0.68 Both 149 NationsBank Office Building $1.00 $1.27 Both 150 Pecos Trail Office Compound, Phase III $0.50 $1.00 Both 151 HealthSouth Medical Plaza $2.30 $1.36 Both 152 Hampton Inn - Louisville N/A N/A Tax 153 Holiday Inn - Augusta N/A N/A Both 154 Nassau Bay Village Apartments N/A N/A Both 155 West Knoll Apartments N/A N/A Both 156 Best Western - San Mateo Los Prados Inn N/A N/A Both 157 Parkway Shopping Center N/A $0.78 Both 158 1600 Congress Street/343 Forest Avenue $1.41 $1.06 Both 159 Scenic View Apartments N/A N/A Tax 160 Mustang Crossing Apartments N/A N/A Both 161 Meadow Crossing Apartments N/A N/A Both 162 Owens Corning Manufacturing Warehouse N/A N/A Both 163 Daley Square N/A $0.78 Both 164 Old Florida Plaza $0.04 $0.47 Both 165 Arrowhead Creekside Center $1.17 $1.24 Both 166 Holiday Inn - Clovis N/A N/A Both 167 3005 Peachtree Road $0.81 $0.66 Both 168 Hampton Inn - Columbus East N/A N/A Both 169 Newport Towers N/A N/A Both 170 Mont Michel Apartments N/A N/A Both 171 Soniat House Hotel N/A N/A Both 172 Fairview Market N/A $0.16 Both 173 Montclaire Apartments N/A N/A Both 174 Embassy Building $1.00 $1.23 Both 175 Park Terrace Apartments N/A N/A Both 176 Westheimer Plaza Shopping Center $0.97 $0.92 Both 177 129-133 West 29th Street $0.51 $0.19 Both 178 Woodspear/Vista Flores Apartments N/A N/A Both 179 Clarendon CVS $0.59 $0.50 Both 180 A Storage Place Phases I & II N/A N/A Both 181 135 Raritan Center Parkway $0.74 $0.86 Both 182 The Treasury Center $0.51 $0.54 Both 183 Crescent View Apartments N/A N/A Both 184 Comfort Suites Intercontinental Plaza N/A N/A Both 185 Cottonwood Medical & Dental Center $1.01 $1.37 Both 186 Blue Bell Shopping Center $0.29 $0.15 Tax 187 Sun Plaza $0.94 $0.76 Both 188 Kirkland Business Center N/A $0.68 Both 189 Colima Plaza $0.89 $0.93 Both 190 Kmart - Columbus N/A N/A None 191 Briarwood Mobile Home Park N/A N/A Both 192 Ohio Valley Nursing Home N/A N/A Both 193 Forest Edge Apartments N/A N/A Both 194 Sonora Crossroads $1.15 $0.72 Both 195 Crystal Springs Apartments N/A N/A Both 196 Chateau Park Apartments N/A N/A Both 197 Scottsdale Air Park $0.35 $0.44 Both 198 Preston Royal Office Park $1.06 $1.01 Both 199 Regent Place Office Building $1.66 $1.55 Both 200 Dale Terrace Apartments N/A N/A Both 201 Woodside Apartments N/A N/A Both 202 Virginia Dare Office Building $0.75 $1.00 Both 203 Rustic Ridge Apartments N/A N/A Both 204 Heritage Square Retail Center $0.40 $0.40 Both 205 Kessel Food Market - Flushing (1N) N/A N/A Both 206 Kessel Food Market - Grand Blanc (1N) N/A N/A Both 207 178-188 Middle Street N/A $0.77 Both 208 350 Raritan Center Parkway N/A $0.32 Both 209 El San Juan Mobile Home Park N/A N/A Both 210 Meadowood Apartments N/A N/A Both 211 Country Club Corner Retail Center $0.81 $0.64 Both 212 Vagabond Apartments N/A N/A Both 213 Esprit Office Building $1.63 $1.33 Both 214 Mission Plaza N/A $0.99 Both 215 Broussard Village Shopping Center N/A $0.73 Both 216 Another Attic Self Storage N/A N/A Both 217 Raintree Apartments N/A N/A Both 218 Jeffco Plaza $0.36 $0.27 Both 219 Ramada Inn - Chatsworth N/A N/A Both 220 Preston Plaza $0.61 $0.75 Both 221 U.S. Storage Centers N/A N/A Both 222 Comfort Inn - San Jose N/A N/A Both 223 A-1 Mini Storage N/A N/A Both 224 Sandpiper Apartments N/A N/A Both 225 Plantation Xtra Storage N/A N/A Both 226 Perimeter Plaza Shopping Center N/A $0.18 Both 227 Red Oak Apartments (1O) N/A N/A Both 228 Diplomat Apartments (1O) N/A N/A Both 229 Waterston Apartments (1O) N/A N/A Both 230 Montage Apartments (1O) N/A N/A Both 231 Melroy Apartments (1O) N/A N/A Both 232 Envoy Apartments (1O) N/A N/A Both 233 Sixth & Gass Office Building $1.06 $1.02 Both 234 Rancho Los Amigos N/A N/A Both 235 Savemart Shopping Center $1.01 $1.01 Both 236 Glenwood Apartments N/A N/A Both 237 Georgian Court/Woodside Apartments N/A N/A Both 238 Everhart Place Apartments N/A N/A Both 239 West 34th Self Storage N/A N/A Both 240 Regency Apartments N/A N/A Both 241 Corona Industrial Center N/A $0.29 Both 242 North American/Lazy "R" Manufactured Housing Communities N/A N/A Both 243 Harmony Mobile Home Park N/A N/A Both 244 Dunshire Gardens Apartments (1P) N/A N/A Both 245 Alpine Gardens Apartments (1P) N/A N/A Both 246 Delvale Apartments (1P) N/A N/A Both 247 The Northwest Medical Plaza Shopping Center $0.15 $0.52 Both 248 Kingsley Business Center $0.28 $0.51 Both 249 OfficeMax N/A N/A Both 250 Rutherford Place $0.59 $0.74 Both 251 The Woods II Office Buildings $1.27 $1.31 Both 252 Greenville Avenue B & G N/A $0.40 Both 253 Boulder Ridge Apartments N/A N/A Both 254 Spring Gardens Apartments N/A N/A Both 255 The Admiral Apartments & The Drake Apartments N/A N/A Both 256 Heritage Apartments N/A N/A Both 257 Montgomery Village Executive Plaza Phase I N/A $1.00 Both 258 Orchard Lake Mini-Storage N/A $0.14 Both 259 Parker Road Retail $0.30 $1.00 Both 260 Smith Shopping Center N/A $1.04 Both 261 Rivermont Park N/A $0.44 Both 262 SecurCare of Colorado Springs N/A N/A Both 263 Free Street Office Building $0.95 $1.23 Both 264 Maple Valley Plaza N/A $1.02 Both 265 Crestview Apartments N/A N/A Both 266 Cedar Lakes Apartments N/A N/A Both 267 Rose Garden Apartments N/A N/A Both 268 Kmart - Charleston N/A N/A None 269 Edelweiss Apartments N/A N/A Both 270 The Wachler Building N/A $1.66 Both 271 CTC II Building $0.43 $0.61 Both 272 Autumn Ridge Apartments N/A N/A Both 273 Diversey & Sheffield Plaza $0.50 $1.03 Both 274 The Pinger Building N/A $1.00 Both 275 Elden Professional Building $0.50 $1.00 Both 276 Orangetree Apartments N/A N/A Both 277 Silver Cliff Apartments N/A N/A Both 278 Granada Plaza $0.50 $0.80 Both 279 Summitwood Village Apartments N/A N/A Both 280 2221 Lee Road Office Building N/A $1.00 Both 281 All American Mini Storage N/A N/A Both 282 201 Commonwealth Court $1.00 $1.00 Both 283 Olde Oaks Apartments N/A N/A Both 284 Bouganvillas Apartments N/A N/A Both 285 Martin Mobile Home Park N/A N/A Both 286 Ellendale Place Apartments N/A N/A Both 287 Kessel Food Market - Saginaw N/A N/A Both 288 Talbot Center $1.00 $1.00 Both 289 Circle K Mobile Home Park N/A N/A Both 290 Strawberry Hill Apartments N/A N/A Both 291 McGeordan Apartments N/A N/A Both 292 Camel Toe Plaza Shopping Center $0.75 $0.75 Both 293 Washington Park Offices N/A $1.03 Both 294 Denway Circle Apartments N/A N/A Both 295 Oxford Village Apartments N/A N/A Both 296 Space Saver #8 Self-Storage Facility N/A N/A Both 297 Food City Retail Center $0.75 $0.81 Both 298 Meadowood I Apartments N/A N/A Both 299 Windy Hill Apartments N/A N/A Both 300 Northgate Plaza N/A $0.75 Both 301 Lone Mountain Mobile Home Park N/A N/A Both 302 Ogden Apartments N/A N/A Both 303 Oak Lawn Square $0.50 $0.63 Both 304 Flat Iron Building N/A $0.81 Both 305 Baymar Apartments N/A N/A Both 306 Texas City Medical Office Building (1Q) N/A $1.00 Both 307 Hollyvale Apartments (1Q) N/A N/A Both 308 Grandin Village Apartments N/A N/A Both 309 Riverview Estates Mobile Home Park N/A N/A Both 310 Tree Top Apartments N/A N/A Both 311 871 Islington Street N/A $1.00 Both 312 Westwood Apartments N/A N/A Both 313 Territorial Village (1R) N/A $0.92 Both 314 Telshor Tower Plaza (1R) N/A $0.92 Both 315 Congress Building N/A $0.64 Both 316 Continental House Apartments N/A N/A Both 317 Affordable Self Storage N/A N/A Both 318 Iroquois Apartments N/A N/A Both 319 Bay Palm Apartments N/A N/A Both 320 969 & 971 Amsterdam Avenue N/A $0.14 Both 321 59-15 55th Street N/A $0.70 Both 322 Chesterfield/Eula Apartments N/A N/A Both 323 Carillon Retail Center $1.00 $0.80 Both 324 Pine Street Apartments & Blossom Street Apartments N/A N/A Both 325 Penn State Office Building N/A $1.03 Both 326 Autumn Run Apartments N/A N/A Both 327 Pullman Park Apartments N/A N/A Both 328 Spanish Oaks Apartments N/A N/A Both 329 Ballenger Manor Apartments N/A N/A Both 330 Allen Avenue Apartments N/A N/A Both 331 Skyline Mall N/A $1.00 Both 332 James Road Medical Center $1.00 $1.00 Both 333 Rebecca Apartments N/A N/A Both 334 The Homestead Apartments N/A N/A Both 335 Corona Avenue Apartments N/A N/A Both 336 Sandstone Apartments N/A N/A Both 337 Lynn Villa Apartments N/A N/A Both 338 Savannah Apartments N/A N/A Both 339 Vienna Terrace Apartments N/A N/A Both 340 Alexandria Apartments - CO N/A N/A Both 341 Boynton Vista Apartments N/A N/A Both 342 Navarro Crossing Apartments N/A N/A Both 343 Kordis Apartments N/A N/A Both
(1A) A Single Mortgage Note secured by Arbor Lake Club Apartments, The Parkview Apartments - FL, Heron's Cove Apartments and Horizons North Apartments, respectively. (1B) A Single Mortgage Note secured by Sterling Point Apartments, Sandridge Apartments, and Woodscape Apartments, respectively. (1C) The Mortgage Loans secured by Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage, Stone Fort Land - The Krystal Office Building, Stone Fort Land - Riverside Center, Stone Fort Land - Harrison Direct Warehouse, and Stone Fort Land - Tennessee American Water Company Office Building, respectively, are cross-collateralized and cross-defaulted. (1D) The Mortgage Loans secured by Cherry Creek Retirement Village and Remington Heights Retirement Community, respectively, are cross-collateralized and cross-defaulted. (1E) A Single Mortgage Note secured by Two University Plaza, 800-900 Lanidex Plaza and 140 Littleton Road, respectively. (1F) A Single Mortgage Note secured by River Haven Mobile Home Park and Knollwood Estates Mobile Home Park, respectively. (1G) A Single Mortgage Note secured by U-Haul - Rusfield, U-Haul - San Clemente, U-Haul - East Colonial and U-Haul - MacArthur Park, respectively. (1H) A Single Mortgage Note secured by U-Haul - Dublin, U-Haul - Northridge, U-Haul - Orange Park and U-Haul - Tulsa, respectively. (1I) The Mortgage Loans secured by Willow Springs Shopping Center, Villa Shopping Center and Crystal Gardens Shopping Center, respectively, are cross-collateralized and cross-defaulted. (1J) A Single Mortgage Note secured by U-Haul - Margate, U-Haul - Copperfield, U-Haul - Hampton, U-Haul - Lodi, respectively. (1K) A Single Mortgage Note secured by 1384-1450 Park Avenue, Rojacks Supermarket/CVS Pharmacy and Trucchi's Supermarket, respectively. (1L) The Mortgage Loans secured by 929 Pearl Street and 2005 Tenth Street, respectively, are cross-collateralized and cross-defaulted. (1M) A Single Mortgage Note secured by The Villas of Buena Vista Apartments, The Parkview Apartments - TX, Madras Apartments, Alexandria Apartments - TX, Sandia Park, 4300 Travis Apartments, Vista Quarters Condos, 3131 Armstrong Condominiums, The Essex, 4431 Travis Street Apartments, 4432 Buena Vista Apartments, The Annex Apartments, 4319 Buena Vista Apartments, The Chase Apartments and Avalon Apartments, respectively. (1N) A Single Mortgage Note secured by Kessel Food Market- Flushing and Kessel Food Market-Grand Blanc, respectively. (1O) The Mortgage Loans secured by Red Oak Apartments, Diplomat Apartments, Waterston Apartments, Montage Apartments, Melroy Apartments and Envoy Apartments, respectively, are cross-collateralized and cross-defaulted. (1P) The Mortgage Loans secured by Dunshire Gardens Apartments, Alpine Gardens Apartments and Delvale Apartments, respectively, are cross-collateralized and cross-defaulted. (1Q) The Mortgage Loans secured by Texas City Medical Office Building and Hollyvale Apartments, respectively, are cross-collateralized and cross-defaulted. (1R) The Mortgage Loans secured by Territorial Village and Telshor Tower Plaza, respectively, are cross-collateralized and cross-defaulted. (2) The Mortgage Loan secured by Capital Heights Shopping Center has an interest only period of 24 months from origination and thereafter is scheduled to amortize over 360 months with the payment presented reflecting the amount due during the amortization term. Major Tenants of the Commerical Properties
# Property Name Property Type Sq. Ft. - - ------------- ------------- ------- 1 Oakwood Plaza Retail 885,713 6 Herald Center Retail 249,504 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Mixed Use 148,971 11 Stone Fort Land - The Krystal Office Building (1C) Office 135,625 12 Stone Fort Land - Riverside Center (1C) Office 135,000 13 Stone Fort Land - Harrison Direct Warehouse (1C) Industrial 184,700 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) Office 15,488 15 Center At The Plant Retail 217,725 19 Charles River Center Retail 118,237 20 Fox Run Shopping Center Retail 242,223 21 Two University Plaza (1E) Office 149,504 22 800-900 Lanidex Plaza (1E) Office 111,172 23 140 Littleton Road (1E) Office 30,213 24 Embarcadero Corporate Center Office 99,015 25 Best Buy Plaza Shopping Center Retail 177,462 28 The Court at Deptford II Retail 145,080 30 Crossroads at Buckland Hills Retail 120,133 31 Deerbrook Crossing Shopping Center Retail 240,220 33 Lake Mead Pavilion Shopping Center Retail 115,823 34 Ontario Plaza Retail 149,775 36 Penney's Plaza Retail 163,467 38 Bell Run Plaza Retail 111,581 43 Tower Plaza Retail Center Retail 101,793 45 The Mosby Building & Apartments Mixed Use 204,005 46 211 South Gulph Road Office 102,250 53 Diamond Bar Towne Center Retail 100,342 58 Cherry Knolls Shopping Center Retail 137,496 59 333 Sam Houston Office Building Office 235,645 61 Delta Fair Shopping Center Retail 156,280 62 Willow Springs Shopping Center (1I) Mixed Use 55,395 63 Villa Shopping Center (1I) Retail 28,882 64 Crystal Gardens Shopping Center (1I) Mixed Use 43,061 66 BJ's Plaza Shopping Center Retail 135,011 72 Fashion Outlet Center Retail 124,483 74 Tetra - Chase Texas Bank Center Office 112,226 75 1384-1450 Park Avenue (1K) Retail 63,123 76 Rojacks Supermarket/CVS Pharmacy (1K) Retail 42,860 77 Trucchi's Supermarket (1K) Retail 45,675 78 Campus Hills Shopping Center Retail 170,251 81 Summit Square Shopping Center Retail 58,285 83 294-306A Harvard Street Retail 25,779 84 929 Pearl Street (1L) Mixed Use 20,914 85 2005 Tenth Street (1L) Mixed Use 22,774 86 Industrial Warehouse Industrial 308,640 88 Pleasant Hill Executive Park Office 100,415 90 Silverside-Carr Corporate Center Office 69,288 92 Bell Palm Plaza Retail 80,848 95 West Ashley Shoppes Shopping Center Retail 139,006 101 Carlisle Commerce Center Retail 123,020 102 Glendale Medical Arts Center Office 35,944 103 Batavia Wood Medical Center Office 61,778 104 Village Green Plaza Shopping Center Retail 55,850 105 South Bank Riverwalk Retail Retail 46,704 124 El Monte Shopping Center Retail 99,953 127 Washington Square Shopping Center Retail 190,397 128 Beechnut Village Shopping Center Retail 62,795 130 Westridge Marketplace Retail 128,406 132 Cypress Center Retail 46,263 138 8800 Roswell Road Office Park Office 73,929 144 220 Jackson Street Office 21,385 145 Weis Plaza Retail 118,383 146 75 Canton Office Park Office 96,494 147 Capital Heights Shopping Center (2) Retail 52,700 148 Emerald Center Retail 74,500 149 NationsBank Office Building Office 47,585 150 Pecos Trail Office Compound, Phase III Office 31,981 151 HealthSouth Medical Plaza Office 33,915 157 Parkway Shopping Center Retail 76,017 158 1600 Congress Street/343 Forest Avenue Mixed Use 53,262 162 Owens Corning Manufacturing Warehouse Industrial 215,000 163 Daley Square Retail 30,192 164 Old Florida Plaza Retail 100,917 165 Arrowhead Creekside Center Office 24,394 167 3005 Peachtree Road Mixed Use 23,094 172 Fairview Market Retail 53,888 174 Embassy Building Office 40,631 176 Westheimer Plaza Shopping Center Retail 24,000 177 129-133 West 29th Street Office 90,000 179 Clarendon CVS Retail 16,570 181 135 Raritan Center Parkway Industrial 67,914 182 The Treasury Center Retail 33,043 185 Cottonwood Medical & Dental Center Office 26,938 186 Blue Bell Shopping Center Retail 42,200 187 Sun Plaza Retail 53,544 188 Kirkland Business Center Industrial 108,272 189 Colima Plaza Retail 38,884 190 Kmart - Columbus Retail 94,605 194 Sonora Crossroads Retail 20,419 197 Scottsdale Air Park Industrial 34,596 198 Preston Royal Office Park Office 62,294 199 Regent Place Office Building Office 42,183 202 Virginia Dare Office Building Office 33,432 204 Heritage Square Retail Center Retail 41,870 205 Kessel Food Market - Flushing (1N) Retail 36,000 206 Kessel Food Market - Grand Blanc (1N) Retail 30,000 207 178-188 Middle Street Mixed Use 53,565 208 350 Raritan Center Parkway Industrial 80,240 211 Country Club Corner Retail Center Retail 24,951 213 Esprit Office Building Office 29,319 214 Mission Plaza Retail 25,251 215 Broussard Village Shopping Center Retail 24,275 218 Jeffco Plaza Industrial 69,856 220 Preston Plaza Retail 13,267 226 Perimeter Plaza Shopping Center Retail 41,000 233 Sixth & Gass Office Building Office 15,403 235 Savemart Shopping Center Retail 21,160 241 Corona Industrial Center Industrial 54,000 247 The Northwest Medical Plaza Shopping Center Retail 51,960 248 Kingsley Business Center Industrial 86,620 249 OfficeMax Retail 23,500 250 Rutherford Place Mixed Use 51,280 251 The Woods II Office Buildings Office 23,914 252 Greenville Avenue B & G Retail 13,314 257 Montgomery Village Executive Plaza Phase I Office 42,783 259 Parker Road Retail Retail 32,125 260 Smith Shopping Center Retail 19,455 261 Rivermont Park Industrial 217,783 263 Free Street Office Building Office 29,897 264 Maple Valley Plaza Retail 28,905 268 Kmart - Charleston Retail 104,000 270 The Wachler Building Mixed Use 9,587 271 CTC II Building Industrial 19,360 273 Diversey & Sheffield Plaza Retail 13,192 274 The Pinger Building Mixed Use 35,750 275 Elden Professional Building Office 19,054 278 Granada Plaza Retail 22,900 280 2221 Lee Road Office Building Office 28,000 282 201 Commonwealth Court Office 13,149 287 Kessel Food Market - Saginaw Retail 35,755 288 Talbot Center Retail 8,540 292 Camel Toe Plaza Shopping Center Retail 35,170 293 Washington Park Offices Office 26,400 297 Food City Retail Center Retail 19,738 300 Northgate Plaza Retail 20,592 303 Oak Lawn Square Retail 9,747 304 Flat Iron Building Office 30,244 306 Texas City Medical Office Building (1Q) Office 12,456 311 871 Islington Street Office 24,969 313 Territorial Village (1R) Retail 10,444 314 Telshor Tower Plaza (1R) Mixed Use 4,485 315 Congress Building Office 28,977 321 59-15 55th Street Industrial 11,000 323 Carillon Retail Center Retail 12,683 325 Penn State Office Building Office 9,998 331 Skyline Mall Retail 17,881 332 James Road Medical Center Office 9,070 Major Tenant # 1 # Property Name Name - - ------------- ---- 1 Oakwood Plaza Home Depot USA, Inc. 6 Herald Center Daffy's Inc. 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Joseph Decosimo & Co. 11 Stone Fort Land - The Krystal Office Building (1C) The Krystal Company 12 Stone Fort Land - Riverside Center (1C) Erlanger 13 Stone Fort Land - Harrison Direct Warehouse (1C) Harrison Direct, Inc. 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) Tennessee-American Water Co. 15 Center At The Plant Mann Theater 19 Charles River Center Linens 'N Things 20 Fox Run Shopping Center ACME Supermarket 21 Two University Plaza (1E) Shared Technologies 22 800-900 Lanidex Plaza (1E) Western Industries, Inc. 23 140 Littleton Road (1E) Matlen Silver Group, Inc. 24 Embarcadero Corporate Center Gemfire 25 Best Buy Plaza Shopping Center Best Buy 28 The Court at Deptford II Sears Homelife 30 Crossroads at Buckland Hills Seaman's Furniture 31 Deerbrook Crossing Shopping Center Michael's Stores 33 Lake Mead Pavilion Shopping Center Michael's Stores 34 Ontario Plaza Albertson's Supermarket 36 Penney's Plaza JC Penney 38 Bell Run Plaza Superfresh 43 Tower Plaza Retail Center CompUSA 45 The Mosby Building & Apartments N/A 46 211 South Gulph Road First Data 53 Diamond Bar Towne Center Ralphs 58 Cherry Knolls Shopping Center Safeway 59 333 Sam Houston Office Building North Sam Houston Health Club 61 Delta Fair Shopping Center Food-4-Less 62 Willow Springs Shopping Center (1I) Laudisios 63 Villa Shopping Center (1I) Cafe Gondolier 64 Crystal Gardens Shopping Center (1I) The Buccaneer's Den 66 BJ's Plaza Shopping Center BJ's Wholesale Club 72 Fashion Outlet Center Dress Barn 74 Tetra - Chase Texas Bank Center Tetra Technologies 75 1384-1450 Park Avenue (1K) Almac's Inc. 76 Rojacks Supermarket/CVS Pharmacy (1K) Almac's Inc. 77 Trucchi's Supermarket (1K) Trucchi's Supermarkets 78 Campus Hills Shopping Center Ames Department Store 81 Summit Square Shopping Center Party City 83 294-306A Harvard Street CWT, Inc. 84 929 Pearl Street (1L) Times Mirror Magazine 85 2005 Tenth Street (1L) Plenty, LLC 86 Industrial Warehouse George P. Johnson 88 Pleasant Hill Executive Park Kaiser Foundation 90 Silverside-Carr Corporate Center Bell Atlantic Yellow Pages 92 Bell Palm Plaza Hometown Buffet #167 95 West Ashley Shoppes Shopping Center Phar-Mor 101 Carlisle Commerce Center TJ Maxx 102 Glendale Medical Arts Center N/A 103 Batavia Wood Medical Center N/A 104 Village Green Plaza Shopping Center Hollywood Video 105 South Bank Riverwalk Retail Hard Rock Cafe 124 El Monte Shopping Center Fry's Foods 127 Washington Square Shopping Center Steinmart 128 Beechnut Village Shopping Center Sears Paint & Hardware 130 Westridge Marketplace Kyrus 132 Cypress Center Clothestime 138 8800 Roswell Road Office Park Hemophilia of Georgia, Inc. 144 220 Jackson Street Kokkari 145 Weis Plaza Weis Markets Inc. 146 75 Canton Office Park N/A 147 Capital Heights Shopping Center (2) Winn Dixie 148 Emerald Center Vons (Pic N Save) & Michael's 149 NationsBank Office Building Fred R. Harris 150 Pecos Trail Office Compound, Phase III Simmons Cuddy & Friedman 151 HealthSouth Medical Plaza Healthsouth Corporation 157 Parkway Shopping Center City Market 158 1600 Congress Street/343 Forest Avenue Community Counseling Center 162 Owens Corning Manufacturing Warehouse Kyntex, LLC 163 Daley Square Sizzler Restaurant #1891 164 Old Florida Plaza Gold's Gym 165 Arrowhead Creekside Center Arizona Network Development, Inc. 167 3005 Peachtree Road Guardian Savings 172 Fairview Market Publix 174 Embassy Building The National Center for Neighborhood 176 Westheimer Plaza Shopping Center Massin's Office Supply 177 129-133 West 29th Street Omega Casting 179 Clarendon CVS CVS 181 135 Raritan Center Parkway K. Hovnanian Company 182 The Treasury Center Flat Iron Sports 185 Cottonwood Medical & Dental Center Columbia Health Care 186 Blue Bell Shopping Center Shop'N Bag 187 Sun Plaza Jet Gymnastics 188 Kirkland Business Center Technical Molded Plastic 189 Colima Plaza Sea Bay Restaurant 190 Kmart - Columbus Kmart 194 Sonora Crossroads Payless Shoe Source 197 Scottsdale Air Park Aquaris Medical Corp. 198 Preston Royal Office Park N/A 199 Regent Place Office Building TexSys RD Corp 202 Virginia Dare Office Building WLC Architects, Inc. 204 Heritage Square Retail Center Thrifty Drug ($.98 Store) 205 Kessel Food Market - Flushing (1N) Kessel Food Market 206 Kessel Food Market - Grand Blanc (1N) Kessel Food Market 207 178-188 Middle Street Boston Alliance Group 208 350 Raritan Center Parkway Public Service Electric & Gas Company 211 Country Club Corner Retail Center H & K Enterprises, Inc. 213 Esprit Office Building Ultra Funding, Ltd. 214 Mission Plaza United Merchandising 215 Broussard Village Shopping Center Hitz Video 218 Jeffco Plaza Jeffco, Inc. 220 Preston Plaza Carpet Mills 226 Perimeter Plaza Shopping Center Food Lion 233 Sixth & Gass Office Building Main Gorman & Co. 235 Savemart Shopping Center Hollywood Video 241 Corona Industrial Center N/A 247 The Northwest Medical Plaza Shopping Center N/A 248 Kingsley Business Center Garland MFG 249 OfficeMax OfficeMax, Inc. 250 Rutherford Place State of Texas 251 The Woods II Office Buildings N/A 252 Greenville Avenue B & G Terilli's Restaurant 257 Montgomery Village Executive Plaza Phase I N/A 259 Parker Road Retail Castle Dental Centers of Texas 260 Smith Shopping Center Smith Furriers 261 Rivermont Park Prosperity Furniture 263 Free Street Office Building DuFresne-Henry 264 Maple Valley Plaza Szechuan House 268 Kmart - Charleston Kmart 270 The Wachler Building Standard Federal 271 CTC II Building Thor 24, Inc. 273 Diversey & Sheffield Plaza Coconuts 274 The Pinger Building Dan Pinger Public Relations 275 Elden Professional Building Advance Presentations 278 Granada Plaza Ormond Diner 280 2221 Lee Road Office Building Essex Builders Group 282 201 Commonwealth Court The Inc. Group 287 Kessel Food Market - Saginaw Kessel Food Market 288 Talbot Center Talbot's 292 Camel Toe Plaza Shopping Center Stage Stores, Inc. 293 Washington Park Offices SSR Engineering 297 Food City Retail Center 99 Cent Store 300 Northgate Plaza 99 Cents and More 303 Oak Lawn Square Intercounty Title 304 Flat Iron Building N/A 306 Texas City Medical Office Building (1Q) Columbia Mainland Hospital 311 871 Islington Street Direct Capital 313 Territorial Village (1R) Durango Bagel 314 Telshor Tower Plaza (1R) Dr. Klein 315 Congress Building Pitch Weekly 321 59-15 55th Street Leewen Mechanical Corporation 323 Carillon Retail Center A&S BBQ, Inc. 325 Penn State Office Building AZ Guidance 331 Skyline Mall Media Plus 332 James Road Medical Center DH Family Major Tenant # 1 Major Tenant # 1 # Property Name Sq. Ft. Lease Expiration Date - - ------------- ------- --------------------- 1 Oakwood Plaza 157,077 10/1/19 6 Herald Center 97,124 3/1/17 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 26,940 6/30/01 11 Stone Fort Land - The Krystal Office Building (1C) 35,739 3/31/09 12 Stone Fort Land - Riverside Center (1C) 82,592 3/31/06 13 Stone Fort Land - Harrison Direct Warehouse (1C) 177,500 6/30/04 14 Stone Fort Land - Tennessee American Water Company Office Building (1c) 15,488 5/31/13 15 Center At The Plant 72,200 12/1/19 19 Charles River Center 37,500 1/1/14 20 Fox Run Shopping Center 57,733 11/30/09 21 Two University Plaza (1E) 20,343 4/1/07 22 800-900 Lanidex Plaza (1E) 20,725 2/28/07 23 140 Littleton Road (1E) 5,298 2/10/00 24 Embarcadero Corporate Center 13,800 12/13/00 25 Best Buy Plaza Shopping Center 45,995 1/1/14 28 The Court at Deptford II 38,657 1/1/13 30 Crossroads at Buckland Hills 30,000 11/30/13 31 Deerbrook Crossing Shopping Center 39,564 2/28/06 33 Lake Mead Pavilion Shopping Center 23,322 11/15/08 34 Ontario Plaza 50,499 2/11/23 36 Penney's Plaza 67,104 2/28/12 38 Bell Run Plaza 54,058 8/1/23 43 Tower Plaza Retail Center 28,709 11/30/13 45 The Mosby Building & Apartments N/A N/A 46 211 South Gulph Road 80,000 9/30/08 53 Diamond Bar Towne Center 40,755 6/1/06 58 Cherry Knolls Shopping Center 31,000 12/31/00 59 333 Sam Houston Office Building 30,000 9/30/03 61 Delta Fair Shopping Center 49,950 5/31/06 62 Willow Springs Shopping Center (1I) 5,937 3/1/04 63 Villa Shopping Center (1I) 6,636 9/30/00 64 Crystal Gardens Shopping Center (1I) 7,000 1/1/04 66 BJ's Plaza Shopping Center 103,480 7/31/10 72 Fashion Outlet Center 12,547 3/31/01 74 Tetra - Chase Texas Bank Center 53,588 3/14/09 75 1384-1450 Park Avenue (1K) 63,123 2/6/10 76 Rojacks Supermarket/CVS Pharmacy (1K) 42,860 2/6/10 77 Trucchi's Supermarket (1K) 45,675 4/6/10 78 Campus Hills Shopping Center 70,000 2/28/03 81 Summit Square Shopping Center 10,285 5/1/08 83 294-306A Harvard Street 14,435 1/31/01 84 929 Pearl Street (1L) 7,212 5/1/02 85 2005 Tenth Street (1L) 3,087 7/31/02 86 Industrial Warehouse 156,827 10/31/03 88 Pleasant Hill Executive Park 20,384 9/30/00 90 Silverside-Carr Corporate Center 35,929 2/28/01 92 Bell Palm Plaza 12,500 12/28/11 95 West Ashley Shoppes Shopping Center 57,100 8/31/02 101 Carlisle Commerce Center 79,010 6/30/08 102 Glendale Medical Arts Center N/A N/A 103 Batavia Wood Medical Center N/A N/A 104 Village Green Plaza Shopping Center 7,500 11/12/07 105 South Bank Riverwalk Retail 16,025 1/31/10 124 El Monte Shopping Center 54,952 9/18/07 127 Washington Square Shopping Center 43,840 1/31/04 128 Beechnut Village Shopping Center 21,000 12/12/05 130 Westridge Marketplace 53,837 3/31/02 132 Cypress Center 8,449 12/31/00 138 8800 Roswell Road Office Park 11,972 8/31/03 144 220 Jackson Street 8,276 5/31/08 145 Weis Plaza 56,614 6/1/16 146 75 Canton Office Park N/A N/A 147 Capital Heights Shopping Center (2) 44,000 7/31/05 148 Emerald Center 40,000 4/29/01 149 NationsBank Office Building 12,478 10/1/01 150 Pecos Trail Office Compound, Phase III 18,180 6/01/01 151 HealthSouth Medical Plaza 17,085 1/31/09 157 Parkway Shopping Center 45,378 12/1/04 158 1600 Congress Street/343 Forest Avenue 19,538 8/1/08 162 Owens Corning Manufacturing Warehouse 215,000 12/31/09 163 Daley Square 6,464 1/31/08 164 Old Florida Plaza 28,000 1/31/16 165 Arrowhead Creekside Center 8,710 1/14/08 167 3005 Peachtree Road 6,150 9/1/02 172 Fairview Market 37,888 12/31/18 174 Embassy Building 5,529 2/28/07 176 Westheimer Plaza Shopping Center 4,200 2/28/02 177 129-133 West 29th Street 12,000 4/1/01 179 Clarendon CVS 10,470 10/30/10 181 135 Raritan Center Parkway 38,651 7/1/03 182 The Treasury Center 7,003 9/30/03 185 Cottonwood Medical & Dental Center 7,668 2/28/04 186 Blue Bell Shopping Center 20,760 5/31/00 187 Sun Plaza 11,937 8/31/00 188 Kirkland Business Center 23,372 3/31/01 189 Colima Plaza 4,600 4/30/02 190 Kmart - Columbus 94,605 3/31/19 194 Sonora Crossroads 4,342 5/31/05 197 Scottsdale Air Park 10,239 11/30/03 198 Preston Royal Office Park N/A N/A 199 Regent Place Office Building 18,418 9/30/02 202 Virginia Dare Office Building 14,111 4/30/01 204 Heritage Square Retail Center 20,000 5/31/14 205 Kessel Food Market - Flushing (1N) 36,000 3/31/16 206 Kessel Food Market - Grand Blanc (1N) 30,000 3/31/16 207 178-188 Middle Street 18,000 6/1/02 208 350 Raritan Center Parkway 80,240 1/31/05 211 Country Club Corner Retail Center 4,900 8/31/08 213 Esprit Office Building 7,958 9/30/99 214 Mission Plaza 9,000 1/1/05 215 Broussard Village Shopping Center 6,000 3/31/04 218 Jeffco Plaza 49,351 1/1/09 220 Preston Plaza 3,500 1/31/09 226 Perimeter Plaza Shopping Center 29,000 11/30/11 233 Sixth & Gass Office Building 4,730 7/1/03 235 Savemart Shopping Center 7,640 5/1/08 241 Corona Industrial Center N/A N/A 247 The Northwest Medical Plaza Shopping Center N/A N/A 248 Kingsley Business Center 13,782 3/31/01 249 OfficeMax 23,500 3/30/13 250 Rutherford Place 31,405 12/1/03 251 The Woods II Office Buildings N/A N/A 252 Greenville Avenue B & G 4,504 12/31/09 257 Montgomery Village Executive Plaza Phase I N/A N/A 259 Parker Road Retail 6,554 8/31/01 260 Smith Shopping Center 7,200 3/1/03 261 Rivermont Park 42,000 7/31/00 263 Free Street Office Building 6,253 7/31/01 264 Maple Valley Plaza 3,230 9/1/99 268 Kmart - Charleston 104,000 3/25/19 270 The Wachler Building 3,295 2/28/02 271 CTC II Building 10,560 3/31/06 273 Diversey & Sheffield Plaza 6,180 6/30/02 274 The Pinger Building 18,000 5/31/03 275 Elden Professional Building 2,313 5/31/01 278 Granada Plaza 2,700 8/31/03 280 2221 Lee Road Office Building 5,203 8/31/00 282 201 Commonwealth Court 3,899 10/31/02 287 Kessel Food Market - Saginaw 35,755 3/1/19 288 Talbot Center 4,500 5/1/08 292 Camel Toe Plaza Shopping Center 12,000 1/31/01 293 Washington Park Offices 3,200 2/28/02 297 Food City Retail Center 5,338 10/31/02 300 Northgate Plaza 4,000 2/28/04 303 Oak Lawn Square 3,224 2/28/04 304 Flat Iron Building N/A N/A 306 Texas City Medical Office Building (1Q) 5,327 12/31/99 311 871 Islington Street 8,042 3/31/00 313 Territorial Village (1R) 1,878 7/1/00 314 Telshor Tower Plaza (1R) 1,782 12/1/99 315 Congress Building 6,921 8/31/99 321 59-15 55th Street 11,000 12/31/17 323 Carillon Retail Center 3,875 6/30/04 325 Penn State Office Building 2,548 4/1/02 331 Skyline Mall 2,600 10/1/01 332 James Road Medical Center 5,400 5/30/03 Major Tenant # 2 # Property Name Name - - ------------- ---- 1 Oakwood Plaza Kmart 6 Herald Center Toys "R" Us 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Stophel & Stophel 11 Stone Fort Land - The Krystal Office Building (1C) J.C. Bradford & Co. 12 Stone Fort Land - Riverside Center (1C) Allied Clinical Labs 13 Stone Fort Land - Harrison Direct Warehouse (1C) N/A 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) N/A 15 Center At The Plant Ross Stores 19 Charles River Center Nature's Heartland 20 Fox Run Shopping Center N/A 21 Two University Plaza (1E) N/A 22 800-900 Lanidex Plaza (1E) Tarkett, Inc. 23 140 Littleton Road (1E) Gilberg & Kiernan 24 Embarcadero Corporate Center N/A 25 Best Buy Plaza Shopping Center Wickes Furniture 28 The Court at Deptford II Bed Bath & Beyond 30 Crossroads at Buckland Hills Office Depot 31 Deerbrook Crossing Shopping Center Office Depot 33 Lake Mead Pavilion Shopping Center Pep Boys 34 Ontario Plaza Rite Aid/Thrifty 36 Penney's Plaza OfficeMax 38 Bell Run Plaza N/A 43 Tower Plaza Retail Center Cost Plus, Inc. 45 The Mosby Building & Apartments N/A 46 211 South Gulph Road Comcast Telecommunications 53 Diamond Bar Towne Center N/A 58 Cherry Knolls Shopping Center Rite Aid 59 333 Sam Houston Office Building N/A 61 Delta Fair Shopping Center Payless 62 Willow Springs Shopping Center (1I) N/A 63 Villa Shopping Center (1I) Animal Crackers 64 Crystal Gardens Shopping Center (1I) Young's Cafe 66 BJ's Plaza Shopping Center N/A 72 Fashion Outlet Center N/A 74 Tetra - Chase Texas Bank Center Texas Commerce Bank/Chase Bank 75 1384-1450 Park Avenue (1K) N/A 76 Rojacks Supermarket/CVS Pharmacy (1K) N/A 77 Trucchi's Supermarket (1K) N/A 78 Campus Hills Shopping Center Food Lion 81 Summit Square Shopping Center The Lighting Gallery 83 294-306A Harvard Street CVS 84 929 Pearl Street (1L) Porzak Browning & Johns 85 2005 Tenth Street (1L) Carter Chase 86 Industrial Warehouse Cendant Software Corporation 88 Pleasant Hill Executive Park State Farm 90 Silverside-Carr Corporate Center GSA IRS 92 Bell Palm Plaza Peter Piper Pizza 95 West Ashley Shoppes Shopping Center Waccamaw 101 Carlisle Commerce Center N/A 102 Glendale Medical Arts Center N/A 103 Batavia Wood Medical Center N/A 104 Village Green Plaza Shopping Center N/A 105 South Bank Riverwalk Retail Paesano's 124 El Monte Shopping Center Hancock Fabrics 127 Washington Square Shopping Center Books-A-Million 128 Beechnut Village Shopping Center Hollywood Entertainment 130 Westridge Marketplace Food Lion 132 Cypress Center N/A 138 8800 Roswell Road Office Park American Direct Credit 144 220 Jackson Street ICA 145 Weis Plaza C T Farm & Country 146 75 Canton Office Park N/A 147 Capital Heights Shopping Center (2) N/A 148 Emerald Center T-Shirt Mart 149 NationsBank Office Building Ryder Truck 150 Pecos Trail Office Compound, Phase III N/A 151 HealthSouth Medical Plaza Healthsouth Deaconess 157 Parkway Shopping Center N/A 158 1600 Congress Street/343 Forest Avenue Occupational Health & Rehabilitation, Inc. 162 Owens Corning Manufacturing Warehouse N/A 163 Daley Square Kinko's of La Jolla, Inc. 164 Old Florida Plaza Living Word 165 Arrowhead Creekside Center Zandra S. Nocera, M.D. 167 3005 Peachtree Road Cartel Realty 172 Fairview Market N/A 174 Embassy Building National Policy Association 176 Westheimer Plaza Shopping Center Bell Cleaners, Inc. 177 129-133 West 29th Street A. Schneller & Sons 179 Clarendon CVS TCS Realty Associates 181 135 Raritan Center Parkway Pinnacle Federal Credit 182 The Treasury Center Richard & Andrew Eflin 185 Cottonwood Medical & Dental Center Smith DDS 186 Blue Bell Shopping Center U.S. Post Office 187 Sun Plaza Jeffco Montessori School 188 Kirkland Business Center B.F.I. 189 Colima Plaza N/A 190 Kmart - Columbus N/A 194 Sonora Crossroads Hallmark Cards 197 Scottsdale Air Park Coterie, Inc. 198 Preston Royal Office Park N/A 199 Regent Place Office Building Chevy Chase Bank 202 Virginia Dare Office Building Rancho Cucamonga Dental Care 204 Heritage Square Retail Center N/A 205 Kessel Food Market - Flushing (1N) N/A 206 Kessel Food Market - Grand Blanc (1N) N/A 207 178-188 Middle Street Disability Reinsurance 208 350 Raritan Center Parkway N/A 211 Country Club Corner Retail Center Bullfrog Wine & Spirits 213 Esprit Office Building Wind Traveller Consulting DB 214 Mission Plaza Stateside Office Supplies 215 Broussard Village Shopping Center Sicily's Pizza 218 Jeffco Plaza Greyhound Lines, Inc. 220 Preston Plaza Persepolis Rugs 226 Perimeter Plaza Shopping Center Averitt Express, Inc. 233 Sixth & Gass Office Building Gifford, Vernon, Beasey & Barker 235 Savemart Shopping Center N/A 241 Corona Industrial Center N/A 247 The Northwest Medical Plaza Shopping Center N/A 248 Kingsley Business Center N/A 249 OfficeMax N/A 250 Rutherford Place Freedom Power Systems 251 The Woods II Office Buildings N/A 252 Greenville Avenue B & G Greenville Bar & Grill 257 Montgomery Village Executive Plaza Phase I N/A 259 Parker Road Retail Whole Body Rehab, Inc. 260 Smith Shopping Center Chicago Title & Trust Co. 261 Rivermont Park Market Place 263 Free Street Office Building Guaranty Title 264 Maple Valley Plaza N/A 268 Kmart - Charleston N/A 270 The Wachler Building D. Wachler & Sons 271 CTC II Building Storage Technology 273 Diversey & Sheffield Plaza Einstein's Bagel Bros. 274 The Pinger Building Clements, Mahan & Cohen 275 Elden Professional Building Associates Financial Services 278 Granada Plaza Granada Travel 280 2221 Lee Road Office Building First Franklin Financial 282 201 Commonwealth Court CADre 287 Kessel Food Market - Saginaw N/A 288 Talbot Center Charles Schwab 292 Camel Toe Plaza Shopping Center N/A 293 Washington Park Offices N/A 297 Food City Retail Center Color Tyme 300 Northgate Plaza Dicicco's 303 Oak Lawn Square Kitchen's of Sara Lee 304 Flat Iron Building N/A 306 Texas City Medical Office Building (1Q) UTMB 311 871 Islington Street Barradas, Yeaton, Wold 313 Territorial Village (1R) Mesilla Volley Beach 314 Telshor Tower Plaza (1R) Tassos Restaurant 315 Congress Building BV&K Direct 321 59-15 55th Street N/A 323 Carillon Retail Center Mathen Mathen 325 Penn State Office Building Genuine Auto Parts 331 Skyline Mall Billy's Pizza 332 James Road Medical Center Dr. Bowen Major Tenant # 2 Major Tenant # 2 # Property Name Sq. Ft. Lease Expiration Date - - ------------- ------- --------------------- 1 Oakwood Plaza 114,764 11/30/19 6 Herald Center 89,580 1/1/12 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 21,563 1/31/00 11 Stone Fort Land - The Krystal Office Building (1C) 13,562 4/30/09 12 Stone Fort Land - Riverside Center (1C) 32,000 2/29/12 13 Stone Fort Land - Harrison Direct Warehouse (1C) N/A N/A 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) N/A N/A 15 Center At The Plant 30,187 1/1/10 19 Charles River Center 34,850 8/1/13 20 Fox Run Shopping Center N/A N/A 21 Two University Plaza (1E) N/A N/A 22 800-900 Lanidex Plaza (1E) 20,679 8/31/02 23 140 Littleton Road (1E) 3,089 11/30/02 24 Embarcadero Corporate Center N/A N/A 25 Best Buy Plaza Shopping Center 42,794 6/1/11 28 The Court at Deptford II 38,635 1/1/14 30 Crossroads at Buckland Hills 20,000 9/30/11 31 Deerbrook Crossing Shopping Center 28,547 4/30/00 33 Lake Mead Pavilion Shopping Center 18,697 8/15/18 34 Ontario Plaza 17,254 4/30/18 36 Penney's Plaza 23,584 8/31/05 38 Bell Run Plaza N/A N/A 43 Tower Plaza Retail Center 18,240 1/31/09 45 The Mosby Building & Apartments N/A N/A 46 211 South Gulph Road 14,250 9/30/03 53 Diamond Bar Towne Center N/A N/A 58 Cherry Knolls Shopping Center 20,819 9/29/00 59 333 Sam Houston Office Building N/A N/A 61 Delta Fair Shopping Center 30,080 11/30/11 62 Willow Springs Shopping Center (1I) N/A N/A 63 Villa Shopping Center (1I) 5,263 7/31/01 64 Crystal Gardens Shopping Center (1I) 4,500 6/1/03 66 BJ's Plaza Shopping Center N/A N/A 72 Fashion Outlet Center N/A N/A 74 Tetra - Chase Texas Bank Center 13,043 3/31/02 75 1384-1450 Park Avenue (1K) N/A N/A 76 Rojacks Supermarket/CVS Pharmacy (1K) N/A N/A 77 Trucchi's Supermarket (1K) N/A N/A 78 Campus Hills Shopping Center 40,000 5/11/19 81 Summit Square Shopping Center 10,224 6/1/08 83 294-306A Harvard Street 6,100 1/31/01 84 929 Pearl Street (1L) 6,702 12/1/01 85 2005 Tenth Street (1L) 2,655 9/30/00 86 Industrial Warehouse 151,813 6/30/00 88 Pleasant Hill Executive Park 13,159 10/15/03 90 Silverside-Carr Corporate Center 33,359 1/12/02 92 Bell Palm Plaza 12,000 7/31/02 95 West Ashley Shoppes Shopping Center 36,416 9/30/08 101 Carlisle Commerce Center N/A N/A 102 Glendale Medical Arts Center N/A N/A 103 Batavia Wood Medical Center N/A N/A 104 Village Green Plaza Shopping Center N/A N/A 105 South Bank Riverwalk Retail 8,017 1/31/05 124 El Monte Shopping Center 11,700 5/31/11 127 Washington Square Shopping Center 31,785 1/31/04 128 Beechnut Village Shopping Center 8,835 7/31/05 130 Westridge Marketplace 32,147 12/30/16 132 Cypress Center N/A N/A 138 8800 Roswell Road Office Park 11,972 11/30/00 144 220 Jackson Street 5,858 12/31/07 145 Weis Plaza 17,619 6/30/03 146 75 Canton Office Park N/A N/A 147 Capital Heights Shopping Center (2) N/A N/A 148 Emerald Center 9,000 MTM 149 NationsBank Office Building 11,638 12/1/99 150 Pecos Trail Office Compound, Phase III N/A N/A 151 HealthSouth Medical Plaza 16,830 10/31/07 157 Parkway Shopping Center N/A N/A 158 1600 Congress Street/343 Forest Avenue 15,239 3/1/00 162 Owens Corning Manufacturing Warehouse N/A N/A 163 Daley Square 5,400 10/31/05 164 Old Florida Plaza 11,960 7/12/03 165 Arrowhead Creekside Center 5,293 2/7/08 167 3005 Peachtree Road 3,929 10/1/04 172 Fairview Market N/A N/A 174 Embassy Building 5,482 11/30/03 176 Westheimer Plaza Shopping Center 3,000 1/30/05 177 129-133 West 29th Street 11,250 3/1/99 179 Clarendon CVS 2,200 12/14/07 181 135 Raritan Center Parkway 11,960 12/1/01 182 The Treasury Center 5,170 9/30/03 185 Cottonwood Medical & Dental Center 5,878 1/25/11 186 Blue Bell Shopping Center 10,400 7/11/12 187 Sun Plaza 10,200 8/15/01 188 Kirkland Business Center 16,000 9/30/02 189 Colima Plaza N/A N/A 190 Kmart - Columbus N/A N/A 194 Sonora Crossroads 4,200 8/23/03 197 Scottsdale Air Park 8,169 11/30/03 198 Preston Royal Office Park N/A N/A 199 Regent Place Office Building 6,598 9/30/02 202 Virginia Dare Office Building 5,001 9/30/06 204 Heritage Square Retail Center N/A N/A 205 Kessel Food Market - Flushing (1N) N/A N/A 206 Kessel Food Market - Grand Blanc (1N) N/A N/A 207 178-188 Middle Street 9,135 3/1/04 208 350 Raritan Center Parkway N/A N/A 211 Country Club Corner Retail Center 3,146 8/31/02 213 Esprit Office Building 3,717 5/31/01 214 Mission Plaza 5,221 4/1/04 215 Broussard Village Shopping Center 6,000 12/1/03 218 Jeffco Plaza 14,305 4/30/02 220 Preston Plaza 3,388 12/31/08 226 Perimeter Plaza Shopping Center 7,200 8/14/99 233 Sixth & Gass Office Building 4,237 10/1/02 235 Savemart Shopping Center N/A N/A 241 Corona Industrial Center N/A N/A 247 The Northwest Medical Plaza Shopping Center N/A N/A 248 Kingsley Business Center N/A N/A 249 OfficeMax N/A N/A 250 Rutherford Place 5,546 12/1/02 251 The Woods II Office Buildings N/A N/A 252 Greenville Avenue B & G 3,705 12/31/09 257 Montgomery Village Executive Plaza Phase I N/A N/A 259 Parker Road Retail 5,231 5/31/00 260 Smith Shopping Center 5,905 7/1/00 261 Rivermont Park 23,040 4/1/00 263 Free Street Office Building 3,697 10/31/03 264 Maple Valley Plaza N/A N/A 268 Kmart - Charleston N/A N/A 270 The Wachler Building 2,445 1/1/09 271 CTC II Building 8,800 9/19/01 273 Diversey & Sheffield Plaza 2,332 8/31/00 274 The Pinger Building 4,500 6/14/04 275 Elden Professional Building 2,111 8/31/99 278 Granada Plaza 2,700 12/31/00 280 2221 Lee Road Office Building 4,366 10/31/00 282 201 Commonwealth Court 3,597 11/30/02 287 Kessel Food Market - Saginaw N/A N/A 288 Talbot Center 1,400 10/31/03 292 Camel Toe Plaza Shopping Center N/A N/A 293 Washington Park Offices N/A N/A 297 Food City Retail Center 4,837 6/30/01 300 Northgate Plaza 2,800 12/31/00 303 Oak Lawn Square 2,580 3/31/04 304 Flat Iron Building N/A N/A 306 Texas City Medical Office Building (1Q) 2,028 9/30/00 311 871 Islington Street 2,600 5/31/99 313 Territorial Village (1R) 1,819 8/1/00 314 Telshor Tower Plaza (1R) 1,510 1/1/00 315 Congress Building 4,757 9/30/00 321 59-15 55th Street N/A N/A 323 Carillon Retail Center 2,742 3/31/01 325 Penn State Office Building 1,550 2/1/01 331 Skyline Mall 1,800 7/1/08 332 James Road Medical Center 1,633 5/31/03 Major Tenant # 3 # Property Name Name - - ------------- ---- 1 Oakwood Plaza BJ's Wholesale Club 6 Herald Center Department of Motor Vehicles 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Chambliss, Bahner & Stophel 11 Stone Fort Land - The Krystal Office Building (1C) N/A 12 Stone Fort Land - Riverside Center (1C) N/A 13 Stone Fort Land - Harrison Direct Warehouse (1C) N/A 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) N/A 15 Center At The Plant OfficeMax 19 Charles River Center Old Navy Clothing Co. 20 Fox Run Shopping Center N/A 21 Two University Plaza (1E) N/A 22 800-900 Lanidex Plaza (1E) American Express Travel 23 140 Littleton Road (1E) N/A 24 Embarcadero Corporate Center N/A 25 Best Buy Plaza Shopping Center OfficeMax 28 The Court at Deptford II Barnes & Noble 30 Crossroads at Buckland Hills N/A 31 Deerbrook Crossing Shopping Center H.E. Butt Grocery Company 33 Lake Mead Pavilion Shopping Center N/A 34 Ontario Plaza N/A 36 Penney's Plaza Cost Plus, Inc. 38 Bell Run Plaza N/A 43 Tower Plaza Retail Center Rader, Inc. 45 The Mosby Building & Apartments N/A 46 211 South Gulph Road N/A 53 Diamond Bar Towne Center N/A 58 Cherry Knolls Shopping Center N/A 59 333 Sam Houston Office Building N/A 61 Delta Fair Shopping Center Ben Franklin's 62 Willow Springs Shopping Center (1I) N/A 63 Villa Shopping Center (1I) Apple Beauty Supply 64 Crystal Gardens Shopping Center (1I) N/A 66 BJ's Plaza Shopping Center N/A 72 Fashion Outlet Center N/A 74 Tetra - Chase Texas Bank Center N/A 75 1384-1450 Park Avenue (1K) N/A 76 Rojacks Supermarket/CVS Pharmacy (1K) N/A 77 Trucchi's Supermarket (1K) N/A 78 Campus Hills Shopping Center N/A 81 Summit Square Shopping Center N/A 83 294-306A Harvard Street KB Toys 84 929 Pearl Street (1L) Bacaro 85 2005 Tenth Street (1L) Pinpoint Solutions, Inc. 86 Industrial Warehouse N/A 88 Pleasant Hill Executive Park Roberts Eng. 90 Silverside-Carr Corporate Center N/A 92 Bell Palm Plaza 3 Hermanos 95 West Ashley Shoppes Shopping Center N/A 101 Carlisle Commerce Center N/A 102 Glendale Medical Arts Center N/A 103 Batavia Wood Medical Center N/A 104 Village Green Plaza Shopping Center N/A 105 South Bank Riverwalk Retail Howl at the Moon 124 El Monte Shopping Center N/A 127 Washington Square Shopping Center Ga. Theatres 128 Beechnut Village Shopping Center N/A 130 Westridge Marketplace N/A 132 Cypress Center N/A 138 8800 Roswell Road Office Park Analysis & Technology/CCI 144 220 Jackson Street Tolleson Design 145 Weis Plaza N/A 146 75 Canton Office Park N/A 147 Capital Heights Shopping Center (2) N/A 148 Emerald Center N/A 149 NationsBank Office Building Step Up 150 Pecos Trail Office Compound, Phase III N/A 151 HealthSouth Medical Plaza N/A 157 Parkway Shopping Center N/A 158 1600 Congress Street/343 Forest Avenue National Medical Care (Bio-Med) 162 Owens Corning Manufacturing Warehouse N/A 163 Daley Square John & Antionette Lococo 164 Old Florida Plaza Emerald Coast 165 Arrowhead Creekside Center Innonvative Practice Concepts, Inc. 167 3005 Peachtree Road Lo Spuntino 172 Fairview Market N/A 174 Embassy Building N/A 176 Westheimer Plaza Shopping Center Chef Huang's Hunan Restaurant 177 129-133 West 29th Street Joseph Biunno, Inc. 179 Clarendon CVS N/A 181 135 Raritan Center Parkway Occucenter Inc. 182 The Treasury Center Bisons 185 Cottonwood Medical & Dental Center Clinical Pediatrics 186 Blue Bell Shopping Center Rite Aid 187 Sun Plaza Bicycle Village 188 Kirkland Business Center Charles Loomis, Inc. 189 Colima Plaza N/A 190 Kmart - Columbus N/A 194 Sonora Crossroads Chubby's 197 Scottsdale Air Park Great American Events 198 Preston Royal Office Park N/A 199 Regent Place Office Building DSI Consulting 202 Virginia Dare Office Building E.D.C. Services Corp. 204 Heritage Square Retail Center N/A 205 Kessel Food Market - Flushing (1N) N/A 206 Kessel Food Market - Grand Blanc (1N) N/A 207 178-188 Middle Street Denley Enright 208 350 Raritan Center Parkway N/A 211 Country Club Corner Retail Center Mail, Packaging Etc. 213 Esprit Office Building Incircuit Development Corp. 214 Mission Plaza The Video Zone 215 Broussard Village Shopping Center N/A 218 Jeffco Plaza N/A 220 Preston Plaza Great Outdoors 226 Perimeter Plaza Shopping Center Cookeville Reg. Med. Ctr. 233 Sixth & Gass Office Building Western Reporting Services 235 Savemart Shopping Center N/A 241 Corona Industrial Center N/A 247 The Northwest Medical Plaza Shopping Center N/A 248 Kingsley Business Center N/A 249 OfficeMax N/A 250 Rutherford Place N/A 251 The Woods II Office Buildings N/A 252 Greenville Avenue B & G The Flying Burro Restaurant 257 Montgomery Village Executive Plaza Phase I N/A 259 Parker Road Retail N/A 260 Smith Shopping Center Modern Tuxedo 261 Rivermont Park N/A 263 Free Street Office Building N/A 264 Maple Valley Plaza N/A 268 Kmart - Charleston N/A 270 The Wachler Building N/A 271 CTC II Building N/A 273 Diversey & Sheffield Plaza N/A 274 The Pinger Building Integrated Research Assoc. 275 Elden Professional Building N/A 278 Granada Plaza Coast Dental 280 2221 Lee Road Office Building McKeever, Albert & Barth 282 201 Commonwealth Court CADD Graphics 287 Kessel Food Market - Saginaw N/A 288 Talbot Center Beard & Co. 292 Camel Toe Plaza Shopping Center N/A 293 Washington Park Offices N/A 297 Food City Retail Center Bolas el Herradero 300 Northgate Plaza N/A 303 Oak Lawn Square Frankie's Beef 304 Flat Iron Building N/A 306 Texas City Medical Office Building (1Q) University Texas Medical Branch 311 871 Islington Street N/A 313 Territorial Village (1R) Greco Rentals 314 Telshor Tower Plaza (1R) Dr. Louis Benevento 315 Congress Building Alan Feingold Assoc 321 59-15 55th Street N/A 323 Carillon Retail Center N/A 325 Penn State Office Building Genuine Parts Co. 331 Skyline Mall N/A 332 James Road Medical Center N/A Major Tenant # 3 Major Tenant # 3 # Property Name Sq. Ft. Lease Expiration Date - - ------------- ------- --------------------- 1 Oakwood Plaza 107,653 10/31/19 6 Herald Center 30,000 3/1/09 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 16,878 1/31/00 11 Stone Fort Land - The Krystal Office Building (1C) N/A N/A 12 Stone Fort Land - Riverside Center (1C) N/A N/A 13 Stone Fort Land - Harrison Direct Warehouse (1C) N/A N/A 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) N/A N/A 15 Center At The Plant 23,500 10/1/13 19 Charles River Center 14,765 10/1/03 20 Fox Run Shopping Center N/A N/A 21 Two University Plaza (1E) N/A N/A 22 800-900 Lanidex Plaza (1E) 20,679 10/31/03 23 140 Littleton Road (1E) N/a N/a 24 Embarcadero Corporate Center N/A N/A 25 Best Buy Plaza Shopping Center 30,326 9/1/11 28 The Court at Deptford II 25,719 7/1/13 30 Crossroads at Buckland Hills N/A N/A 31 Deerbrook Crossing Shopping Center 28,184 6/30/12 33 Lake Mead Pavilion Shopping Center N/A N/A 34 Ontario Plaza N/A N/A 36 Penney's Plaza 18,000 6/30/05 38 Bell Run Plaza N/A N/A 43 Tower Plaza Retail Center 11,146 3/31/07 45 The Mosby Building & Apartments N/A N/A 46 211 South Gulph Road N/A N/A 53 Diamond Bar Towne Center N/A N/A 58 Cherry Knolls Shopping Center N/A N/A 59 333 Sam Houston Office Building N/A N/A 61 Delta Fair Shopping Center 17,000 2/28/04 62 Willow Springs Shopping Center (1I) N/A N/A 63 Villa Shopping Center (1I) 3,000 6/30/01 64 Crystal Gardens Shopping Center (1I) N/A N/A 66 BJ's Plaza Shopping Center N/A N/A 72 Fashion Outlet Center N/A N/A 74 Tetra - Chase Texas Bank Center N/A N/A 75 1384-1450 Park Avenue (1K) N/A N/A 76 Rojacks Supermarket/CVS Pharmacy (1K) N/A N/A 77 Trucchi's Supermarket (1K) N/A N/A 78 Campus Hills Shopping Center N/A N/A 81 Summit Square Shopping Center N/A N/A 83 294-306A Harvard Street 5,244 12/31/08 84 929 Pearl Street (1L) 4,400 9/1/08 85 2005 Tenth Street (1L) 2,402 12/31/99 86 Industrial Warehouse N/A N/A 88 Pleasant Hill Executive Park 11,613 9/15/03 90 Silverside-Carr Corporate Center N/A N/A 92 Bell Palm Plaza 8,125 3/31/02 95 West Ashley Shoppes Shopping Center N/A N/A 101 Carlisle Commerce Center N/A N/A 102 Glendale Medical Arts Center N/A N/A 103 Batavia Wood Medical Center N/A N/A 104 Village Green Plaza Shopping Center N/A N/A 105 South Bank Riverwalk Retail 7,055 3/31/00 124 El Monte Shopping Center N/A N/A 127 Washington Square Shopping Center 25,000 2/19/01 128 Beechnut Village Shopping Center N/A N/A 130 Westridge Marketplace N/A N/A 132 Cypress Center N/A N/A 138 8800 Roswell Road Office Park 7,776 12/1/01 144 220 Jackson Street 3,777 9/30/07 145 Weis Plaza N/A N/A 146 75 Canton Office Park N/A N/A 147 Capital Heights Shopping Center (2) N/A N/A 148 Emerald Center N/A N/A 149 NationsBank Office Building 8,200 2/1/03 150 Pecos Trail Office Compound, Phase III N/A N/A 151 HealthSouth Medical Plaza N/A N/A 157 Parkway Shopping Center N/A N/A 158 1600 Congress Street/343 Forest Avenue 9,970 5/1/04 162 Owens Corning Manufacturing Warehouse N/A N/A 163 Daley Square 4,786 6/30/03 164 Old Florida Plaza 10,404 12/4/11 165 Arrowhead Creekside Center 2,720 9/30/08 167 3005 Peachtree Road 3,322 5/1/03 172 Fairview Market N/A N/A 174 Embassy Building N/A N/A 176 Westheimer Plaza Shopping Center 3,000 8/31/00 177 129-133 West 29th Street 9,375 8/1/01 179 Clarendon CVS N/A N/A 181 135 Raritan Center Parkway 8,030 10/1/99 182 The Treasury Center 4,620 9/30/03 185 Cottonwood Medical & Dental Center 3,855 3/11/11 186 Blue Bell Shopping Center 6,400 1/16/01 187 Sun Plaza 8,108 9/30/02 188 Kirkland Business Center 20,000 9/30/01 189 Colima Plaza N/A N/A 190 Kmart - Columbus N/A N/A 194 Sonora Crossroads 2,318 7/11/00 197 Scottsdale Air Park 8,057 10/31/05 198 Preston Royal Office Park N/A N/A 199 Regent Place Office Building 5,382 3/31/00 202 Virginia Dare Office Building 4,400 6/30/01 204 Heritage Square Retail Center N/A N/A 205 Kessel Food Market - FLUSHING (1N) N/A N/A 206 Kessel Food Market - Grand Blanc (1N) N/A N/A 207 178-188 Middle Street 5,400 8/1/01 208 350 Raritan Center Parkway N/A N/A 211 Country Club Corner Retail Center 2,588 4/10/03 213 Esprit Office Building 3,518 4/30/00 214 Mission Plaza 3,880 10/1/99 215 Broussard Village Shopping Center N/A N/A 218 Jeffco Plaza N/A N/A 220 Preston Plaza 2,367 12/31/06 226 Perimeter Plaza Shopping Center 4,800 7/31/02 233 Sixth & Gass Office Building 2,462 11/1/03 235 Savemart Shopping Center N/A N/A 241 Corona Industrial Center N/A N/A 247 The Northwest Medical Plaza Shopping Center N/A N/A 248 Kingsley Business Center N/A N/A 249 OfficeMax N/A N/A 250 Rutherford Place N/A N/A 251 The Woods II Office Buildings N/A N/A 252 Greenville Avenue B & G 3,705 12/31/09 257 Montgomery Village Executive Plaza Phase I N/A N/A 259 Parker Road Retail N/A N/A 260 Smith Shopping Center 2,600 6/1/06 261 Rivermont Park N/A N/A 263 Free Street Office Building N/A N/A 264 Maple Valley Plaza N/A N/A 268 Kmart - Charleston N/A N/A 270 The Wachler Building N/A N/A 271 CTC II Building N/A N/A 273 Diversey & Sheffield Plaza N/A N/A 274 The Pinger Building 4,500 8/14/02 275 Elden Professional Building N/A N/A 278 Granada Plaza 2,400 9/30/01 280 2221 Lee Road Office Building 3,826 8/31/03 282 201 Commonwealth Court 2,142 10/31/02 287 Kessel Food Market - Saginaw N/A N/A 288 Talbot Center 1,320 3/31/02 292 Camel Toe Plaza Shopping Center N/A N/A 293 Washington Park Offices N/A N/A 297 Food City Retail Center 2,100 4/30/01 300 Northgate Plaza N/A N/A 303 Oak Lawn Square 1,484 11/30/03 304 Flat Iron Building N/A N/A 306 Texas City Medical Office Building (1Q) 2,191 9/30/00 311 871 Islington Street N/A N/A 313 Territorial Village (1R) 1,251 12/1/00 314 Telshor Tower Plaza (1R) 1,193 9/1/99 315 Congress Building 4,700 11/30/04 321 59-15 55th Street N/A N/A 323 Carillon Retail Center N/A N/A 325 Penn State Office Building 1,476 5/1/01 331 Skyline Mall N/A N/A 332 James Road Medical Center N/A N/A
(1C) The Mortgage Loans secured by Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage, Stone Fort Land - The Krystal Office Building, Stone Fort Land - Riverside Center, Stone Fort Land - Harrison Direct Warehouse, and Stone Fort Land - Tennessee American Water Company Office building, respectively, are cross-collateralized and cross-defaulted. (1E) A Single Mortgage Note secured by Two University Plaza, 800-900 Lanidex Plaza and 140 Littleton Road, respectively. (1I) The Mortgage Loans secured by Willow Springs Shopping Center, Villa Shopping Center and Crystal Gardens Shopping Center, respectively, are cross-collateralized and cross-defaulted. (1K) A Single Mortgage Note secured by 1384-1450 Park Avenue, Rojacks Supermarket/CVS Pharmacy and Trucchi's Supermarket, respectively. (1L) The Mortgage Loans secured by 929 Pearl Street and 2005 Tenth Street, respectively, are cross-collateralized and cross-defaulted. (1N) A Single Mortgage Note secured by Kessel Food Market-Flushing and Kessel Food Market-Grand Blanc, respectively. (1Q) The Mortgage Loans secured by Texas City Medical Office Building and Hollyvale Apartments, respectively, are cross-collateralized and cross-defaulted. (1R) The Mortgage Loans secured by Territorial Village and Telshor Tower Plaza, respectively, are cross-collateralized and cross-defaulted. (2) The Mortgage Loan secured by Capital Heights Shopping Center has an interest only period of 24 months from origination and thereafter is scheduled to amortize over 360 months with the payment presented reflecting the amount due during the amortization term. Additional Mortgage Loan Information
Property # Property Name Type - - ------------- ---- 1 Oakwood Plaza Retail 2 Arbor Lake Club Apartments (1A) Multifamily 3 The Parkview Apartments - FL (1A) Multifamily 4 Heron's Cove Apartments (1A) Multifamily 5 Horizons North Apartments (1A) Multifamily 6 Herald Center Retail 7 Sterling Point Apartments (1B) Multifamily 8 Sandridge Apartments (1B) Multifamily 9 Woodscape Apartments (1B) Multifamily 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Mixed Use 11 Stone Fort Land - The Krystal Office Building (1C) Office 12 Stone Fort Land - Riverside Center (1C) Office 13 Stone Fort Land - Harrison Direct Warehouse (1C) Industrial 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) Office 15 Center At The Plant Retail 16 The Boardwalk Multifamily 17 Cherry Creek Retirement Village (1D) Independent/Assisted Living 18 Remington Heights Retirement Community (1D) Independent/Assisted Living 19 Charles River Center Retail 20 Fox Run Shopping Center Retail 21 Two University Plaza (1E) Office 22 800-900 Lanidex Plaza (1E) Office 23 140 Littleton Road (1E) Office 24 Embarcadero Corporate Center Office 25 Best Buy Plaza Shopping Center Retail 26 Highland Falls Apartments Multifamily 27 Rancho Ocaso Multifamily 28 The Court at Deptford II Retail 29 Sage Crossing Apartments Multifamily 30 Crossroads at Buckland Hills Retail 31 Deerbrook Crossing Shopping Center Retail 32 Sundance Village Apartments Multifamily 33 Lake Mead Pavilion Shopping Center Retail 34 Ontario Plaza Retail 35 Cole Spring Plaza Multifamily 36 Penney's Plaza Retail 37 Pines of Westbury Multifamily 38 Bell Run Plaza Retail 39 River Haven Mobile Home Park (1F) Manufactured Housing 40 Knollwood Estates Mobile Home Park (1F) Manufactured Housing 41 Colesville Towers Multifamily 42 North Pointe Apartments Multifamily 43 Tower Plaza Retail Center Retail 44 Mountain View Mobile Home Park Manufactured Housing 45 The Mosby Building & Apartments Mixed Use 46 211 South Gulph Road Office 47 Pinewood Apartments Multifamily 48 U-Haul - Rusfield (1G) Self Storage 49 U-Haul - San Clemente (1G) Self Storage 50 U-Haul - East Colonial (1G) Self Storage 51 U-Haul - MacArthur Park (1G) Self Storage 52 Park Knolls Apartments Multifamily 53 Diamond Bar Towne Center Retail 54 U-Haul - Dublin (1H) Self Storage 55 U-Haul - Northridge (1H) Self Storage 56 U-Haul - Orange Park (1H) Self Storage 57 U-Haul - Tulsa (1H) Self Storage 58 Cherry Knolls Shopping Center Retail 59 333 Sam Houston Office Building Office 60 The Shadowbrook Apartments Multifamily 61 Delta Fair Shopping Center Retail 62 Willow Springs Shopping Center (1I) Mixed Use 63 Villa Shopping Center (1I) Retail 64 Crystal Gardens Shopping Center (1I) Mixed Use 65 Hazelcrest Place Multifamily 66 BJ's Plaza Shopping Center Retail 67 Holiday Inn Express - City Center Hotel 68 U-Haul - Margate (1J) Self Storage 69 U-Haul - Copperfield (1J) Self Storage 70 U-Haul - Hampton (1J) Self Storage 71 U-Haul - Lodi (1J) Self Storage 72 Fashion Outlet Center Retail 73 Tivoli Apartments Multifamily 74 Tetra - Chase Texas Bank Center Office 75 1384-1450 Park Avenue (1K) Retail 76 Rojacks Supermarket/CVS Pharmacy (1K) Retail 77 Trucchi's Supermarket (1K) Retail 78 Campus Hills Shopping Center Retail 79 Carrollton Place Apartments Multifamily 80 Welshwood Apartments Multifamily 81 Summit Square Shopping Center Retail 82 Park Ridge Apartments Multifamily 83 294-306A Harvard Street Retail 84 929 Pearl Street (1L) Mixed Use 85 2005 Tenth Street (1L) Mixed Use 86 Industrial Warehouse Industrial 87 Mesa Dunes Mobile Home Park Manufactured Housing 88 Pleasant Hill Executive Park Office 89 Best Western - Stratford Inn Hotel 90 Silverside-Carr Corporate Center Office 91 Country Corners Apartments Multifamily 92 Bell Palm Plaza Retail 93 Pleasant Run Apartments Multifamily 94 Chalet Apartments & Commercial Plaza Multifamily 95 West Ashley Shoppes Shopping Center Retail 96 Hampton Inn - Anchorage Hotel 97 Pacific Isle Apartments Multifamily 98 Sunset Crest Apartments Multifamily 99 Skyline Apartments Multifamily 100 Hampton Inn & Suites - Annapolis Hotel 101 Carlisle Commerce Center Retail 102 Glendale Medical Arts Center Office 103 Batavia Wood Medical Center Office 104 Village Green Plaza Shopping Center Retail 105 South Bank Riverwalk Retail Retail 106 Pickwick Apartments Multifamily 107 The Villas of Buena Vista Apartments (1M) Multifamily 108 The Parkview Apartments - TX (1M) Multifamily 109 Madras Apartments (1M) Multifamily 110 Alexandria Apartments - TX (1M) Multifamily 111 Sandia Park (1M) Multifamily 112 4300 Travis Apartments (1M) Multifamily 113 Vista Quarters Condos (1M) Multifamily 114 3131 Armstrong Condominiums (1M) Multifamily 115 The Essex (1M) Multifamily 116 4431 Travis Street Apartments (1M) Multifamily 117 4432 Buena Vista Apartments (1M) Multifamily 118 The Annex Apartments (1M) Multifamily 119 4319 Buena Vista Apartments (1M) Multifamily 120 The Chase Apartments (1M) Multifamily 121 Avalon Apartments (1M) Multifamily 122 Point Breeze Apartments Multifamily 123 Hidden Oaks Apartments Multifamily 124 El Monte Shopping Center Retail 125 Casa Real Apartments Multifamily 126 The Plaza Apartments Multifamily 127 Washington Square Shopping Center Retail 128 Beechnut Village Shopping Center Retail 129 Anaheim Mobile Estates Manufactured Housing 130 Westridge Marketplace Retail 131 McGehee Park Apartments Multifamily 132 Cypress Center Retail 133 Best Western - Miramar Hotel 134 Garden City Tower Multifamily 135 Tradewinds Apartments Multifamily 136 Highland Country Estates Manufactured Housing 137 The Highlands Apartments Multifamily 138 8800 Roswell Road Office Park Office 139 Turf Mobile Manor Manufactured Housing 140 Oakwood Village Apartments Multifamily 141 La Salle Crossing Apartments Multifamily 142 Wynnewood Greens Apartments Multifamily 143 Comfort Inn - Augusta Hotel 144 220 Jackson Street Office 145 Weis Plaza Retail 146 75 Canton Office Park Office 147 Capital Heights Shopping Center (2) Retail 148 Emerald Center Retail 149 NationsBank Office Building Office 150 Pecos Trail Office Compound, Phase III Office 151 HealthSouth Medical Plaza Office 152 Hampton Inn - Louisville Hotel 153 Holiday Inn - Augusta Hotel 154 Nassau Bay Village Apartments Multifamily 155 West Knoll Apartments Multifamily 156 Best Western - San Mateo Los Prados Inn Hotel 157 Parkway Shopping Center Retail 158 1600 Congress Street/343 Forest Avenue Mixed Use 159 Scenic View Apartments Multifamily 160 Mustang Crossing Apartments Multifamily 161 Meadow Crossing Apartments Multifamily 162 Owens Corning Manufacturing Warehouse Industrial 163 Daley Square Retail 164 Old Florida Plaza Retail 165 Arrowhead Creekside Center Office 166 Holiday Inn - Clovis Hotel 167 3005 Peachtree Road Mixed Use 168 Hampton Inn - Columbus East Hotel 169 Newport Towers Multifamily 170 Mont Michel Apartments Multifamily 171 Soniat House Hotel Hotel 172 Fairview Market Retail 173 Montclaire Apartments Multifamily 174 Embassy Building Office 175 Park Terrace Apartments Multifamily 176 Westheimer Plaza Shopping Center Retail 177 129-133 West 29th Street Office 178 Woodspear/Vista Flores Apartments Multifamily 179 Clarendon CVS Retail 180 A Storage Place Phases I & II Self Storage 181 135 Raritan Center Parkway Industrial 182 The Treasury Center Retail 183 Crescent View Apartments Multifamily 184 Comfort Suites Intercontinental Plaza Hotel 185 Cottonwood Medical & Dental Center Office 186 Blue Bell Shopping Center Retail 187 Sun Plaza Retail 188 Kirkland Business Center Industrial 189 Colima Plaza Retail 190 Kmart - Columbus Retail 191 Briarwood Mobile Home Park Manufactured Housing 192 Ohio Valley Nursing Home Healthcare 193 Forest Edge Apartments Multifamily 194 Sonora Crossroads Retail 195 Crystal Springs Apartments Multifamily 196 Chateau Park Apartments Multifamily 197 Scottsdale Air Park Industrial 198 Preston Royal Office Park Office 199 Regent Place Office Building Office 200 Dale Terrace Apartments Multifamily 201 Woodside Apartments Multifamily 202 Virginia Dare Office Building Office 203 Rustic Ridge Apartments Multifamily 204 Heritage Square Retail Center Retail 205 Kessel Food Market - Flushing (1N) Retail 206 Kessel Food Market - Grand Blanc (1N) Retail 207 178-188 Middle Street Mixed Use 208 350 Raritan Center Parkway Industrial 209 El San Juan Mobile Home Park Manufactured Housing 210 Meadowood Apartments Multifamily 211 Country Club Corner Retail Center Retail 212 Vagabond Apartments Multifamily 213 Esprit Office Building Office 214 Mission Plaza Retail 215 Broussard Village Shopping Center Retail 216 Another Attic Self Storage Self Storage 217 Raintree Apartments Multifamily 218 Jeffco Plaza Industrial 219 Ramada Inn - Chatsworth Hotel 220 Preston Plaza Retail 221 U.S. Storage Centers Self Storage 222 Comfort Inn - San Jose Hotel 223 A-1 Mini Storage Self Storage 224 Sandpiper Apartments Multifamily 225 Plantation Xtra Storage Self Storage 226 Perimeter Plaza Shopping Center Retail 227 Red Oak Apartments (1O) Multifamily 228 Diplomat Apartments (1O) Multifamily 229 Waterston Apartments (1O) Multifamily 230 Montage Apartments (1O) Multifamily 231 Melroy Apartments (1O) Multifamily 232 Envoy Apartments (1O) Multifamily 233 Sixth & Gass Office Building Office 234 Rancho Los Amigos Manufactured Housing 235 Savemart Shopping Center Retail 236 Glenwood Apartments Multifamily 237 Georgian Court/Woodside Apartments Multifamily 238 Everhart Place Apartments Multifamily 239 West 34th Self Storage Self Storage 240 Regency Apartments Multifamily 241 Corona Industrial Center Industrial 242 North American/Lazy "R" Manufactured Housing Communities Manufactured Housing 243 Harmony Mobile Home Park Manufactured Housing 244 Dunshire Gardens Apartments (1P) Multifamily 245 Alpine Gardens Apartments (1P) Multifamily 246 Delvale Apartments (1P) Multifamily 247 The Northwest Medical Plaza Shopping Center Retail 248 Kingsley Business Center Industrial 249 OfficeMax Retail 250 Rutherford Place Mixed Use 251 The Woods II Office Buildings Office 252 Greenville Avenue B & G Retail 253 Boulder Ridge Apartments Multifamily 254 Spring Gardens Apartments Multifamily 255 The Admiral Apartments & The Drake Apartments Multifamily 256 Heritage Apartments Multifamily 257 Montgomery Village Executive Plaza Phase I Office 258 Orchard Lake Mini-Storage Self Storage 259 Parker Road Retail Retail 260 Smith Shopping Center Retail 261 Rivermont Park Industrial 262 SecurCare of Colorado Springs Self Storage 263 Free Street Office Building Office 264 Maple Valley Plaza Retail 265 Crestview Apartments Multifamily 266 Cedar Lakes Apartments Multifamily 267 Rose Garden Apartments Multifamily 268 Kmart - Charleston Retail 269 Edelweiss Apartments Multifamily 270 The Wachler Building Mixed Use 271 CTC II Building Industrial 272 Autumn Ridge Apartments Multifamily 273 Diversey & Sheffield Plaza Retail 274 The Pinger Building Mixed Use 275 Elden Professional Building Office 276 Orangetree Apartments Multifamily 277 Silver Cliff Apartments Multifamily 278 Granada Plaza Retail 279 Summitwood Village Apartments Multifamily 280 2221 Lee Road Office Building Office 281 All American Mini Storage Self Storage 282 201 Commonwealth Court Office 283 Olde Oaks Apartments Multifamily 284 Bouganvillas Apartments Multifamily 285 Martin Mobile Home Park Manufactured Housing 286 Ellendale Place Apartments Multifamily 287 Kessel Food Market - Saginaw Retail 288 Talbot Center Retail 289 Circle K Mobile Home Park Manufactured Housing 290 Strawberry Hill Apartments Multifamily 291 McGeordan Apartments Multifamily 292 Camel Toe Plaza Shopping Center Retail 293 Washington Park Offices Office 294 Denway Circle Apartments Multifamily 295 Oxford Village Apartments Multifamily 296 Space Saver #8 Self-Storage Facility Self Storage 297 Food City Retail Center Retail 298 Meadowood I Apartments Multifamily 299 Windy Hill Apartments Multifamily 300 Northgate Plaza Retail 301 Lone Mountain Mobile Home Park Manufactured Housing 302 Ogden Apartments Multifamily 303 Oak Lawn Square Retail 304 Flat Iron Building Office 305 Baymar Apartments Multifamily 306 Texas City Medical Office Building (1Q) Office 307 Hollyvale Apartments (1Q) Multifamily 308 Grandin Village Apartments Multifamily 309 Riverview Estates Mobile Home Park Manufactured Housing 310 Tree Top Apartments Multifamily 311 871 Islington Street Office 312 Westwood Apartments Multifamily 313 Territorial Village (1R) Retail 314 Telshor Tower Plaza (1R) Mixed Use 315 Congress Building Office 316 Continental House Apartments Multifamily 317 Affordable Self Storage Self Storage 318 Iroquois Apartments Multifamily 319 Bay Palm Apartments Multifamily 320 969 & 971 Amsterdam Avenue Multifamily 321 59-15 55th Street Industrial 322 Chesterfield/Eula Apartments Multifamily 323 Carillon Retail Center Retail 324 Pine Street Apartments & Blossom Street Apartments Multifamily 325 Penn State Office Building Office 326 Autumn Run Apartments Multifamily 327 Pullman Park Apartments Multifamily 328 Spanish Oaks Apartments Multifamily 329 Ballenger Manor Apartments Multifamily 330 Allen Avenue Apartments Multifamily 331 Skyline Mall Retail 332 James Road Medical Center Office 333 Rebecca Apartments Multifamily 334 The Homestead Apartments Multifamily 335 Corona Avenue Apartments Multifamily 336 Sandstone Apartments Multifamily 337 Lynn Villa Apartments Multifamily 338 Savannah Apartments Multifamily 339 Vienna Terrace Apartments Multifamily 340 Alexandria Apartments - CO Multifamily 341 Boynton Vista Apartments Multifamily 342 Navarro Crossing Apartments Multifamily 343 Kordis Apartments Multifamily Total/Weighted Average Maximum: Minimum:
Property # Property Name Sub-type ) - - ------------- -------- - 1 Oakwood Plaza Anchored 2 Arbor Lake Club Apartments (1A) 3 The Parkview Apartments - FL (1A) 4 Heron's Cove Apartments (1A) 5 Horizons North Apartments (1A) 6 Herald Center Anchored 7 Sterling Point Apartments (1B) 8 Sandridge Apartments (1B) 9 Woodscape Apartments (1B) 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) Office/Garage 11 Stone Fort Land - The Krystal Office Building (1C) 12 Stone Fort Land - Riverside Center (1C) 13 Stone Fort Land - Harrison Direct Warehouse (1C) 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 15 Center At The Plant Shadow Anchored 16 The Boardwalk 17 Cherry Creek Retirement Village (1D) 18 Remington Heights Retirement Community (1D) 19 Charles River Center Anchored 20 Fox Run Shopping Center Anchored 21 Two University Plaza (1E) 22 800-900 Lanidex Plaza (1E) 23 140 Littleton Road (1E) 24 Embarcadero Corporate Center 25 Best Buy Plaza Shopping Center Anchored 26 Highland Falls Apartments 27 Rancho Ocaso 28 The Court at Deptford II Anchored 29 Sage Crossing Apartments 30 Crossroads at Buckland Hills Anchored 31 Deerbrook Crossing Shopping Center Anchored 32 Sundance Village Apartments 33 Lake Mead Pavilion Shopping Center Anchored 34 Ontario Plaza Anchored 35 Cole Spring Plaza 36 Penney's Plaza Anchored 37 Pines of Westbury 38 Bell Run Plaza Anchored 39 River Haven Mobile Home Park (1F) 40 Knollwood Estates Mobile Home Park (1F) 41 Colesville Towers 42 North Pointe Apartments 43 Tower Plaza Retail Center Anchored 44 Mountain View Mobile Home Park 45 The Mosby Building & Apartments Office/Multifamily 46 211 South Gulph Road 47 Pinewood Apartments 48 U-Haul - Rusfield (1G) 49 U-Haul - San Clemente (1G) 50 U-Haul - East Colonial (1G) 51 U-Haul - MacArthur Park (1G) 52 Park Knolls Apartments 53 Diamond Bar Towne Center Anchored 54 U-Haul - Dublin (1H) 55 U-Haul - Northridge (1H) 56 U-Haul - Orange Park (1H) 57 U-Haul - Tulsa (1H) 58 Cherry Knolls Shopping Center Anchored 59 333 Sam Houston Office Building 60 The Shadowbrook Apartments 61 Delta Fair Shopping Center Anchored 62 Willow Springs Shopping Center (1I) Office/Retail/Multifamily 63 Villa Shopping Center (1I) Unanchored 64 Crystal Gardens Shopping Center (1I) Office/Retail 65 Hazelcrest Place 66 BJ's Plaza Shopping Center Anchored 67 Holiday Inn Express - City Center Limited Service 68 U-Haul - Margate (1J) 69 U-Haul - Copperfield (1J) 70 U-Haul - Hampton (1J) 71 U-Haul - Lodi (1J) 72 Fashion Outlet Center Unanchored 73 Tivoli Apartments 74 Tetra - Chase Texas Bank Center 75 1384-1450 Park Avenue (1K) Anchored 76 Rojacks Supermarket/CVS Pharmacy (1K) Anchored 77 Trucchi's Supermarket (1K) Anchored 78 Campus Hills Shopping Center Anchored 79 Carrollton Place Apartments 80 Welshwood Apartments 81 Summit Square Shopping Center Unanchored 82 Park Ridge Apartments 83 294-306A Harvard Street Anchored 84 929 Pearl Street (1L) Office/Retail 85 2005 Tenth Street (1L) Office/Retail 86 Industrial Warehouse 87 Mesa Dunes Mobile Home Park 88 Pleasant Hill Executive Park 89 Best Western - Stratford Inn Limited Service 90 Silverside-Carr Corporate Center 91 Country Corners Apartments 92 Bell Palm Plaza Unanchored 93 Pleasant Run Apartments 94 Chalet Apartments & Commercial Plaza 95 West Ashley Shoppes Shopping Center Anchored 96 Hampton Inn - Anchorage Limited Service 97 Pacific Isle Apartments 98 Sunset Crest Apartments 99 Skyline Apartments 100 Hampton Inn & Suites - Annapolis Limited Service 101 Carlisle Commerce Center Anchored 102 Glendale Medical Arts Center 103 Batavia Wood Medical Center 104 Village Green Plaza Shopping Center Shadow Anchored 105 South Bank Riverwalk Retail Unanchored 106 Pickwick Apartments 107 The Villas of Buena Vista Apartments (1M) 108 The Parkview Apartments - TX (1M) 109 Madras Apartments (1M) 110 Alexandria Apartments - TX (1M) 111 Sandia Park (1M) 112 4300 Travis Apartments (1M) 113 Vista Quarters Condos (1M) 114 3131 Armstrong Condominiums (1M) 115 The Essex (1M) 116 4431 Travis Street Apartments (1M) 117 4432 Buena Vista Apartments (1M) 118 The Annex Apartments (1M) 119 4319 Buena Vista Apartments (1M) 120 The Chase Apartments (1M) 121 Avalon Apartments (1M) 122 Point Breeze Apartments 123 Hidden Oaks Apartments 124 El Monte Shopping Center Anchored 125 Casa Real Apartments 126 The Plaza Apartments 127 Washington Square Shopping Center Anchored 128 Beechnut Village Shopping Center Anchored 129 Anaheim Mobile Estates 130 Westridge Marketplace Anchored 131 McGehee Park Apartments 132 Cypress Center Shadow Anchored 133 Best Western - Miramar Limited Service 134 Garden City Tower 135 Tradewinds Apartments 136 Highland Country Estates 137 The Highlands Apartments 138 8800 Roswell Road Office Park 139 Turf Mobile Manor 140 Oakwood Village Apartments 141 La Salle Crossing Apartments 142 Wynnewood Greens Apartments 143 Comfort Inn - Augusta Limited Service 144 220 Jackson Street 145 Weis Plaza Anchored 146 75 Canton Office Park 147 Capital Heights Shopping Center (2) Anchored 148 Emerald Center Anchored 149 NationsBank Office Building 150 Pecos Trail Office Compound, Phase III 151 HealthSouth Medical Plaza 152 Hampton Inn - Louisville Limited Service 153 Holiday Inn - Augusta Limited Service 154 Nassau Bay Village Apartments 155 West Knoll Apartments 156 Best Western - San Mateo Los Prados Inn Limited Service 157 Parkway Shopping Center Anchored 158 1600 Congress Street/343 Forest Avenue Medical Office/Retail 159 Scenic View Apartments 160 Mustang Crossing Apartments 161 Meadow Crossing Apartments 162 Owens Corning Manufacturing Warehouse 163 Daley Square Unanchored 164 Old Florida Plaza Unanchored 165 Arrowhead Creekside Center 166 Holiday Inn - Clovis Full Service 167 3005 Peachtree Road Office/Retail 168 Hampton Inn - Columbus East Limited Service 169 Newport Towers 170 Mont Michel Apartments 171 Soniat House Hotel Limited Service 172 Fairview Market Anchored 173 Montclaire Apartments 174 Embassy Building 175 Park Terrace Apartments 176 Westheimer Plaza Shopping Center Unanchored 177 129-133 West 29th Street 178 Woodspear/Vista Flores Apartments 179 Clarendon CVS Anchored 180 A Storage Place Phases I & II 181 135 Raritan Center Parkway 182 The Treasury Center Unanchored 183 Crescent View Apartments 184 Comfort Suites Intercontinental Plaza Limited Service 185 Cottonwood Medical & Dental Center 186 Blue Bell Shopping Center Anchored 187 Sun Plaza Unanchored 188 Kirkland Business Center 189 Colima Plaza Unanchored 190 Kmart - Columbus Anchored 191 Briarwood Mobile Home Park 192 Ohio Valley Nursing Home 193 Forest Edge Apartments 194 Sonora Crossroads Shadow Anchored 195 Crystal Springs Apartments 196 Chateau Park Apartments 197 Scottsdale Air Park 198 Preston Royal Office Park 199 Regent Place Office Building 200 Dale Terrace Apartments 201 Woodside Apartments 202 Virginia Dare Office Building 203 Rustic Ridge Apartments 204 Heritage Square Retail Center Shadow Anchored 205 Kessel Food Market - Flushing (1N) Unanchored 206 Kessel Food Market - Grand Blanc (1N) Unanchored 207 178-188 Middle Street Office/Retail 208 350 Raritan Center Parkway 209 El San Juan Mobile Home Park 210 Meadowood Apartments 211 Country Club Corner Retail Center Shadow Anchored 212 Vagabond Apartments 213 Esprit Office Building 214 Mission Plaza Unanchored 215 Broussard Village Shopping Center Shadow Anchored 216 Another Attic Self Storage 217 Raintree Apartments 218 Jeffco Plaza 219 Ramada Inn - Chatsworth Limited Service 220 Preston Plaza Unanchored 221 U.S. Storage Centers 222 Comfort Inn - San Jose Limited Service 223 A-1 Mini Storage 224 Sandpiper Apartments 225 Plantation Xtra Storage 226 Perimeter Plaza Shopping Center Anchored 227 Red Oak Apartments (1O) 228 Diplomat Apartments (1O) 229 Waterston Apartments (1O) 230 Montage Apartments (1O) 231 Melroy Apartments (1O) 232 Envoy Apartments (1O) 233 Sixth & Gass Office Building 234 Rancho Los Amigos 235 Savemart Shopping Center Shadow Anchored 236 Glenwood Apartments 237 Georgian Court/Woodside Apartments 238 Everhart Place Apartments 239 West 34th Self Storage 240 Regency Apartments 241 Corona Industrial Center 242 North American/Lazy "R" Manufactured Housing Communities 243 Harmony Mobile Home Park 244 Dunshire Gardens Apartments (1P) 245 Alpine Gardens Apartments (1P) 246 Delvale Apartments (1P) 247 The Northwest Medical Plaza Shopping Center Unanchored 248 Kingsley Business Center 249 OfficeMax Anchored 250 Rutherford Place Office/Warehouse 251 The Woods II Office Buildings 252 Greenville Avenue B & G Unanchored 253 Boulder Ridge Apartments 254 Spring Gardens Apartments 255 The Admiral Apartments & The Drake Apartments 256 Heritage Apartments 257 Montgomery Village Executive Plaza Phase I 258 Orchard Lake Mini-Storage 259 Parker Road Retail Unanchored 260 Smith Shopping Center Unanchored 261 Rivermont Park 262 SecurCare of Colorado Springs 263 Free Street Office Building 264 Maple Valley Plaza Unanchored 265 Crestview Apartments 266 Cedar Lakes Apartments 267 Rose Garden Apartments 268 Kmart - Charleston Anchored 269 Edelweiss Apartments 270 The Wachler Building Office/Retail 271 CTC II Building 272 Autumn Ridge Apartments 273 Diversey & Sheffield Plaza Unanchored 274 The Pinger Building Office/Retail 275 Elden Professional Building 276 Orangetree Apartments 277 Silver Cliff Apartments 278 Granada Plaza Unanchored 279 Summitwood Village Apartments 280 2221 Lee Road Office Building 281 All American Mini Storage 282 201 Commonwealth Court 283 Olde Oaks Apartments 284 Bouganvillas Apartments 285 Martin Mobile Home Park 286 Ellendale Place Apartments 287 Kessel Food Market - Saginaw Unanchored 288 Talbot Center Unanchored 289 Circle K Mobile Home Park 290 Strawberry Hill Apartments 291 McGeordan Apartments 292 Camel Toe Plaza Shopping Center Unanchored 293 Washington Park Offices 294 Denway Circle Apartments 295 Oxford Village Apartments 296 Space Saver #8 Self-Storage Facility 297 Food City Retail Center Unanchored 298 Meadowood I Apartments 299 Windy Hill Apartments 300 Northgate Plaza Unanchored 301 Lone Mountain Mobile Home Park 302 Ogden Apartments 303 Oak Lawn Square Unanchored 304 Flat Iron Building 305 Baymar Apartments 306 Texas City Medical Office Building (1Q) 307 Hollyvale Apartments (1Q) 308 Grandin Village Apartments 309 Riverview Estates Mobile Home Park 310 Tree Top Apartments 311 871 Islington Street 312 Westwood Apartments 313 Territorial Village (1R) Unanchored 314 Telshor Tower Plaza (1R) Office/Retail 315 Congress Building 316 Continental House Apartments 317 Affordable Self Storage 318 Iroquois Apartments 319 Bay Palm Apartments 320 969 & 971 Amsterdam Avenue 321 59-15 55th Street 322 Chesterfield/Eula Apartments 323 Carillon Retail Center Unanchored 324 Pine Street Apartments & Blossom Street Apartments 325 Penn State Office Building 326 Autumn Run Apartments 327 Pullman Park Apartments 328 Spanish Oaks Apartments 329 Ballenger Manor Apartments 330 Allen Avenue Apartments 331 Skyline Mall Unanchored 332 James Road Medical Center 333 Rebecca Apartments 334 The Homestead Apartments 335 Corona Avenue Apartments 336 Sandstone Apartments 337 Lynn Villa Apartments 338 Savannah Apartments 339 Vienna Terrace Apartments 340 Alexandria Apartments - CO 341 Boynton Vista Apartments 342 Navarro Crossing Apartments 343 Kordis Apartments Total/Weighted Average
Occupancy Hotel Rate at # Property Name Franchise Underwriting (3) - - ------------- --------- ---------------- 1 Oakwood Plaza 96% 2 Arbor Lake Club Apartments (1A) 94% 3 The Parkview Apartments - FL (1A) 97% 4 Heron's Cove Apartments (1A) 98% 5 Horizons North Apartments (1A) 92% 6 Herald Center 100% 7 Sterling Point Apartments (1B) 96% 8 Sandridge Apartments (1B) 95% 9 Woodscape Apartments (1B) 96% 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 88% 11 Stone Fort Land - The Krystal Office Building (1C) 86% 12 Stone Fort Land - Riverside Center (1C) 99% 13 Stone Fort Land - Harrison Direct Warehouse (1C) 100% 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 100% 15 Center At The Plant 99% 16 The Boardwalk 96% 17 Cherry Creek Retirement Village (1D) 98% 18 Remington Heights Retirement Community (1D) 93% 19 Charles River Center 100% 20 Fox Run Shopping Center 97% 21 Two University Plaza (1E) 94% 22 800-900 Lanidex Plaza (1E) 95% 23 140 Littleton Road (1E) 94% 24 Embarcadero Corporate Center 98% 25 Best Buy Plaza Shopping Center 93% 26 Highland Falls Apartments 95% 27 Rancho Ocaso 95% 28 The Court at Deptford II 100% 29 Sage Crossing Apartments 94% 30 Crossroads at Buckland Hills 94% 31 Deerbrook Crossing Shopping Center 96% 32 Sundance Village Apartments 93% 33 Lake Mead Pavilion Shopping Center 100% 34 Ontario Plaza 88% 35 Cole Spring Plaza 99% 36 Penney's Plaza 99% 37 Pines of Westbury 88% 38 Bell Run Plaza 100% 39 River Haven Mobile Home Park (1F) 99% 40 Knollwood Estates Mobile Home Park (1F) 98% 41 Colesville Towers 97% 42 North Pointe Apartments 92% 43 Tower Plaza Retail Center 98% 44 Mountain View Mobile Home Park 97% 45 The Mosby Building & Apartments 97% 46 211 South Gulph Road 100% 47 Pinewood Apartments 92% 48 U-Haul - Rusfield (1G) 100% 49 U-Haul - San Clemente (1G) 96% 50 U-Haul - East Colonial (1G) 97% 51 U-Haul - MacArthur Park (1G) 86% 52 Park Knolls Apartments 96% 53 Diamond Bar Towne Center 98% 54 U-Haul - Dublin (1H) 90% 55 U-Haul - Northridge (1H) 96% 56 U-Haul - Orange Park (1H) 74% 57 U-Haul - Tulsa (1H) 98% 58 Cherry Knolls Shopping Center 98% 59 333 Sam Houston Office Building 89% 60 The Shadowbrook Apartments 94% 61 Delta Fair Shopping Center 93% 62 Willow Springs Shopping Center (1I) 96% 63 Villa Shopping Center (1I) 100% 64 Crystal Gardens Shopping Center (1I) 75% 65 Hazelcrest Place 100% 66 BJ's Plaza Shopping Center 99% 67 Holiday Inn Express - City Center Holiday Inn N/A 68 U-Haul - Margate (1J) 77% 69 U-Haul - Copperfield (1J) 93% 70 U-Haul - Hampton (1J) 73% 71 U-Haul - Lodi (1J) 95% 72 Fashion Outlet Center 100% 73 Tivoli Apartments 99% 74 Tetra - Chase Texas Bank Center 94% 75 1384-1450 Park Avenue (1K) 100% 76 Rojacks Supermarket/CVS Pharmacy (1K) 100% 77 Trucchi's Supermarket (1K) 100% 78 Campus Hills Shopping Center 97% 79 Carrollton Place Apartments 99% 80 Welshwood Apartments 94% 81 Summit Square Shopping Center 96% 82 Park Ridge Apartments 95% 83 294-306A Harvard Street 100% 84 929 Pearl Street (1L) 100% 85 2005 Tenth Street (1L) 100% 86 Industrial Warehouse 100% 87 Mesa Dunes Mobile Home Park 94% 88 Pleasant Hill Executive Park 94% 89 Best Western - Stratford Inn Best Western N/A 90 Silverside-Carr Corporate Center 100% 91 Country Corners Apartments 94% 92 Bell Palm Plaza 97% 93 Pleasant Run Apartments 99% 94 Chalet Apartments & Commercial Plaza 95% 95 West Ashley Shoppes Shopping Center 98% 96 Hampton Inn - Anchorage Hampton Inn N/A 97 Pacific Isle Apartments 97% 98 Sunset Crest Apartments 96% 99 Skyline Apartments 91% 100 Hampton Inn & Suites - Annapolis Hampton Inn & Suites N/A 101 Carlisle Commerce Center 100% 102 Glendale Medical Arts Center 100% 103 Batavia Wood Medical Center 88% 104 Village Green Plaza Shopping Center 100% 105 South Bank Riverwalk Retail 100% 106 Pickwick Apartments 98% 107 The Villas of Buena Vista Apartments (1M) 93% 108 The Parkview Apartments - TX (1M) 94% 109 Madras Apartments (1M) 86% 110 Alexandria Apartments - TX (1M) 100% 111 Sandia Park (1M) 85% 112 4300 Travis Apartments (1M) 100% 113 Vista Quarters Condos (1M) 100% 114 3131 Armstrong Condominiums (1M) 100% 115 The Essex (1M) 100% 116 4431 Travis Street Apartments (1M) 100% 117 4432 Buena Vista Apartments (1M) 100% 118 The Annex Apartments (1M) 100% 119 4319 Buena Vista Apartments (1M) 100% 120 The Chase Apartments (1M) 100% 121 Avalon Apartments (1M) 100% 122 Point Breeze Apartments 90% 123 Hidden Oaks Apartments 87% 124 El Monte Shopping Center 100% 125 Casa Real Apartments 86% 126 The Plaza Apartments 98% 127 Washington Square Shopping Center 99% 128 Beechnut Village Shopping Center 92% 129 Anaheim Mobile Estates 100% 130 Westridge Marketplace 100% 131 McGehee Park Apartments 95% 132 Cypress Center 86% 133 Best Western - Miramar Best Western N/A 134 Garden City Tower 99% 135 Tradewinds Apartments 98% 136 Highland Country Estates 100% 137 The Highlands Apartments 94% 138 8800 Roswell Road Office Park 100% 139 Turf Mobile Manor 99% 140 Oakwood Village Apartments 96% 141 La Salle Crossing Apartments 85% 142 Wynnewood Greens Apartments 97% 143 Comfort Inn - Augusta Comfort Inn N/A 144 220 Jackson Street 100% 145 Weis Plaza 96% 146 75 Canton Office Park 99% 147 Capital Heights Shopping Center (2) 100% 148 Emerald Center 90% 149 NationsBank Office Building 100% 150 Pecos Trail Office Compound, Phase III 97% 151 HealthSouth Medical Plaza 100% 152 Hampton Inn - Louisville Hampton Inn N/A 153 Holiday Inn - Augusta Holiday Inn N/A 154 Nassau Bay Village Apartments 94% 155 West Knoll Apartments 98% 156 Best Western - San Mateo Los Prados Inn Best Western N/A 157 Parkway Shopping Center 96% 158 1600 Congress Street/343 Forest Avenue 100% 159 Scenic View Apartments 97% 160 Mustang Crossing Apartments 96% 161 Meadow Crossing Apartments 94% 162 Owens Corning Manufacturing Warehouse 100% 163 Daley Square 95% 164 Old Florida Plaza 99% 165 Arrowhead Creekside Center 100% 166 Holiday Inn - Clovis Holiday Inn N/A 167 3005 Peachtree Road 77% 168 Hampton Inn - Columbus East Hampton Inn N/A 169 Newport Towers 94% 170 Mont Michel Apartments 99% 171 Soniat House Hotel N/A N/A 172 Fairview Market 95% 173 Montclaire Apartments 98% 174 Embassy Building 96% 175 Park Terrace Apartments 97% 176 Westheimer Plaza Shopping Center 100% 177 129-133 West 29th Street 88% 178 Woodspear/Vista Flores Apartments 100% 179 Clarendon CVS 76% 180 A Storage Place Phases I & II 82% 181 135 Raritan Center Parkway 100% 182 The Treasury Center 96% 183 Crescent View Apartments 92% 184 Comfort Suites Intercontinental Plaza Comfort Suites N/A 185 Cottonwood Medical & Dental Center 100% 186 Blue Bell Shopping Center 100% 187 Sun Plaza 93% 188 Kirkland Business Center 91% 189 Colima Plaza 83% 190 Kmart - Columbus 100% 191 Briarwood Mobile Home Park 99% 192 Ohio Valley Nursing Home 95% 193 Forest Edge Apartments 98% 194 Sonora Crossroads 100% 195 Crystal Springs Apartments 99% 196 Chateau Park Apartments 98% 197 Scottsdale Air Park 100% 198 Preston Royal Office Park 99% 199 Regent Place Office Building 96% 200 Dale Terrace Apartments 94% 201 Woodside Apartments 79% 202 Virginia Dare Office Building 97% 203 Rustic Ridge Apartments 93% 204 Heritage Square Retail Center 100% 205 Kessel Food Market - Flushing (1N) 100% 206 Kessel Food Market - Grand Blanc (1N) 100% 207 178-188 Middle Street 100% 208 350 Raritan Center Parkway 100% 209 El San Juan Mobile Home Park 98% 210 Meadowood Apartments 100% 211 Country Club Corner Retail Center 89% 212 Vagabond Apartments 100% 213 Esprit Office Building 100% 214 Mission Plaza 100% 215 Broussard Village Shopping Center 83% 216 Another Attic Self Storage 88% 217 Raintree Apartments 96% 218 Jeffco Plaza 100% 219 Ramada Inn - Chatsworth Ramada Inn N/A 220 Preston Plaza 100% 221 U.S. Storage Centers 98% 222 Comfort Inn - San Jose Comfort Inn N/A 223 A-1 Mini Storage 89% 224 Sandpiper Apartments 100% 225 Plantation Xtra Storage 92% 226 Perimeter Plaza Shopping Center 100% 227 Red Oak Apartments (1O) 97% 228 Diplomat Apartments (1O) 100% 229 Waterston Apartments (1O) 100% 230 Montage Apartments (1O) 100% 231 Melroy Apartments (1O) 100% 232 Envoy Apartments (1O) 100% 233 Sixth & Gass Office Building 100% 234 Rancho Los Amigos 97% 235 Savemart Shopping Center 95% 236 Glenwood Apartments 100% 237 Georgian Court/Woodside Apartments 93% 238 Everhart Place Apartments 99% 239 West 34th Self Storage 88% 240 Regency Apartments 100% 241 Corona Industrial Center 100% 242 North American/Lazy "R" Manufactured Housing Communities 98% 243 Harmony Mobile Home Park 98% 244 Dunshire Gardens Apartments (1P) 96% 245 Alpine Gardens Apartments (1P) 96% 246 Delvale Apartments (1P) 92% 247 The Northwest Medical Plaza Shopping Center 77% 248 Kingsley Business Center 97% 249 OfficeMax 100% 250 Rutherford Place 100% 251 The Woods II Office Buildings 100% 252 Greenville Avenue B & G 100% 253 Boulder Ridge Apartments 96% 254 Spring Gardens Apartments 96% 255 The Admiral Apartments & The Drake Apartments 95% 256 Heritage Apartments 95% 257 Montgomery Village Executive Plaza Phase I 100% 258 Orchard Lake Mini-Storage 98% 259 Parker Road Retail 100% 260 Smith Shopping Center 100% 261 Rivermont Park 80% 262 SecurCare of Colorado Springs 85% 263 Free Street Office Building 100% 264 Maple Valley Plaza 95% 265 Crestview Apartments 98% 266 Cedar Lakes Apartments 91% 267 Rose Garden Apartments 100% 268 Kmart - Charleston 100% 269 Edelweiss Apartments 96% 270 The Wachler Building 100% 271 CTC II Building 100% 272 Autumn Ridge Apartments 98% 273 Diversey & Sheffield Plaza 100% 274 The Pinger Building 100% 275 Elden Professional Building 97% 276 Orangetree Apartments 100% 277 Silver Cliff Apartments 97% 278 Granada Plaza 80% 279 Summitwood Village Apartments 100% 280 2221 Lee Road Office Building 100% 281 All American Mini Storage 88% 282 201 Commonwealth Court 100% 283 Olde Oaks Apartments 93% 284 Bouganvillas Apartments 100% 285 Martin Mobile Home Park 98% 286 Ellendale Place Apartments 100% 287 Kessel Food Market - Saginaw 100% 288 Talbot Center 100% 289 Circle K Mobile Home Park 100% 290 Strawberry Hill Apartments 100% 291 McGeordan Apartments 100% 292 Camel Toe Plaza Shopping Center 100% 293 Washington Park Offices 100% 294 Denway Circle Apartments 91% 295 Oxford Village Apartments 98% 296 Space Saver #8 Self-Storage Facility 99% 297 Food City Retail Center 100% 298 Meadowood I Apartments 100% 299 Windy Hill Apartments 98% 300 Northgate Plaza 95% 301 Lone Mountain Mobile Home Park 98% 302 Ogden Apartments 100% 303 Oak Lawn Square 100% 304 Flat Iron Building 88% 305 Baymar Apartments 100% 306 Texas City Medical Office Building (1Q) 100% 307 Hollyvale Apartments (1Q) 100% 308 Grandin Village Apartments 92% 309 Riverview Estates Mobile Home Park 100% 310 Tree Top Apartments 95% 311 871 Islington Street 92% 312 Westwood Apartments 100% 313 Territorial Village (1R) 100% 314 Telshor Tower Plaza (1R) 100% 315 Congress Building 98% 316 Continental House Apartments 91% 317 Affordable Self Storage 94% 318 Iroquois Apartments 100% 319 Bay Palm Apartments 100% 320 969 & 971 Amsterdam Avenue 100% 321 59-15 55th Street 100% 322 Chesterfield/Eula Apartments 96% 323 Carillon Retail Center 100% 324 Pine Street Apartments & Blossom Street Apartments 96% 325 Penn State Office Building 100% 326 Autumn Run Apartments 87% 327 Pullman Park Apartments 98% 328 Spanish Oaks Apartments 100% 329 Ballenger Manor Apartments 94% 330 Allen Avenue Apartments 96% 331 Skyline Mall 93% 332 James Road Medical Center 92% 333 Rebecca Apartments 84% 334 The Homestead Apartments 100% 335 Corona Avenue Apartments 100% 336 Sandstone Apartments 96% 337 Lynn Villa Apartments 100% 338 Savannah Apartments 100% 339 Vienna Terrace Apartments 92% 340 Alexandria Apartments - CO 100% 341 Boynton Vista Apartments 100% 342 Navarro Crossing Apartments 88% 343 Kordis Apartments 93% --- Total/Weighted Average 96% === Maximum: 100% Minimum: 73%
Most Recent Date of Operating Occupancy Statement # Property Name Rate Date - - ------------- ---- ---- 1 Oakwood Plaza 3/26/99 2/28/99 2 Arbor Lake Club Apartments (1A) 1/1/99 1/31/99 3 The Parkview Apartments - FL (1A) 1/1/99 1/31/99 4 Heron's Cove Apartments (1A) 1/20/99 1/31/99 5 Horizons North Apartments (1A) 1/1/99 1/31/99 6 Herald Center 2/1/99 1/31/99 7 Sterling Point Apartments (1B) 4/23/99 3/31/00 8 Sandridge Apartments (1B) 4/23/99 3/31/00 9 Woodscape Apartments (1B) 1/22/99 3/31/00 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 3/17/99 12/31/98 11 Stone Fort Land - The Krystal Office Building (1C) 3/25/99 12/31/98 12 Stone Fort Land - Riverside Center (1C) 3/17/99 12/31/98 13 Stone Fort Land - Harrison Direct Warehouse (1C) 4/28/99 12/31/98 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 3/17/99 4/2/99 15 Center At The Plant 1/1/99 1/1/00 16 The Boardwalk 1/26/99 3/31/99 17 Cherry Creek Retirement Village (1D) 2/28/99 12/31/98 18 Remington Heights Retirement Community (1D) 2/1/99 12/31/98 19 Charles River Center 11/1/98 10/31/99 20 Fox Run Shopping Center 2/8/99 12/31/98 21 Two University Plaza (1E) 1/14/99 12/31/98 22 800-900 Lanidex Plaza (1E) 2/28/99 12/31/98 23 140 Littleton Road (1E) 2/28/99 12/31/98 24 Embarcadero Corporate Center 5/1/99 12/31/98 25 Best Buy Plaza Shopping Center 12/31/98 12/31/98 26 Highland Falls Apartments 12/31/98 12/31/98 27 Rancho Ocaso 3/15/99 3/31/99 28 The Court at Deptford II 1/18/99 12/31/98 29 Sage Crossing Apartments 4/22/99 1/31/99 30 Crossroads at Buckland Hills 5/5/99 2/28/99 31 Deerbrook Crossing Shopping Center 5/5/99 2/28/99 32 Sundance Village Apartments 3/31/99 12/31/97 33 Lake Mead Pavilion Shopping Center 11/1/98 9/30/98 34 Ontario Plaza 3/31/99 6/16/98 35 Cole Spring Plaza 3/16/99 3/31/99 36 Penney's Plaza 4/12/99 12/31/98 37 Pines of Westbury 5/18/99 3/31/99 38 Bell Run Plaza 11/18/98 N/A 39 River Haven Mobile Home Park (1F) 12/1/98 12/31/98 40 Knollwood Estates Mobile Home Park (1F) 4/19/99 12/31/98 41 Colesville Towers 3/17/99 3/31/99 42 North Pointe Apartments 2/16/98 12/31/97 43 Tower Plaza Retail Center 5/1/99 4/20/99 44 Mountain View Mobile Home Park 12/21/98 12/31/97 45 The Mosby Building & Apartments 4/23/99 12/31/98 46 211 South Gulph Road 2/2/99 N/A 47 Pinewood Apartments 3/18/99 12/31/98 48 U-Haul - Rusfield (1G) 3/1/99 12/31/98 49 U-Haul - San Clemente (1G) 3/4/99 12/31/98 50 U-Haul - East Colonial (1G) 3/4/99 12/31/98 51 U-Haul - MacArthur Park (1G) 3/2/99 12/31/98 52 Park Knolls Apartments 1/31/99 12/31/98 53 Diamond Bar Towne Center 3/3/99 9/30/98 54 U-Haul - Dublin (1H) 3/3/99 12/31/98 55 U-Haul - Northridge (1H) 3/1/99 12/31/98 56 U-Haul - Orange Park (1H) 3/5/99 12/31/98 57 U-Haul - Tulsa (1H) 3/2/99 12/31/98 58 Cherry Knolls Shopping Center 5/18/99 12/31/98 59 333 Sam Houston Office Building 5/1/99 12/31/98 60 The Shadowbrook Apartments 6/25/98 12/31/98 61 Delta Fair Shopping Center 3/10/99 12/31/98 62 Willow Springs Shopping Center (1I) 2/1/99 12/31/98 63 Villa Shopping Center (1I) 4/30/99 12/31/98 64 Crystal Gardens Shopping Center (1I) 2/1/99 12/31/98 65 Hazelcrest Place 3/24/98 3/31/98 66 BJ's Plaza Shopping Center 4/5/99 3/31/99 67 Holiday Inn Express - City Center N/A 12/31/98 68 U-Haul - Margate (1J) 1/15/99 12/31/98 69 U-Haul - Copperfield (1J) 3/2/99 12/31/98 70 U-Haul - Hampton (1J) 3/1/99 12/31/98 71 U-Haul - Lodi (1J) 3/4/99 12/31/98 72 Fashion Outlet Center 9/14/98 7/31/98 73 Tivoli Apartments 1/1/99 12/31/98 74 Tetra - Chase Texas Bank Center 3/5/99 12/31/98 75 1384-1450 Park Avenue (1K) 6/30/98 12/31/98 76 Rojacks Supermarket/CVS Pharmacy (1K) 6/30/98 12/31/98 77 Trucchi's Supermarket (1K) 6/30/98 12/31/98 78 Campus Hills Shopping Center 5/14/99 5/31/00 79 Carrollton Place Apartments 1/25/99 12/31/98 80 Welshwood Apartments 11/24/98 10/31/98 81 Summit Square Shopping Center 7/22/98 12/31/98 82 Park Ridge Apartments 11/16/98 12/31/98 83 294-306A Harvard Street 12/31/98 11/30/98 84 929 Pearl Street (1L) 12/1/98 11/30/99 85 2005 Tenth Street (1L) 4/1/99 9/30/98 86 Industrial Warehouse 4/26/99 N/A 87 Mesa Dunes Mobile Home Park 12/21/98 11/30/98 88 Pleasant Hill Executive Park 12/1/98 10/31/98 89 Best Western - Stratford Inn N/A 1/31/99 90 Silverside-Carr Corporate Center 3/1/99 12/31/98 91 Country Corners Apartments 12/30/98 12/31/98 92 Bell Palm Plaza 11/1/98 10/31/98 93 Pleasant Run Apartments 3/1/99 12/31/98 94 Chalet Apartments & Commercial Plaza 12/30/98 12/31/98 95 West Ashley Shoppes Shopping Center 3/24/99 12/31/98 96 Hampton Inn - Anchorage N/A 1/31/99 97 Pacific Isle Apartments 1/31/99 3/31/99 98 Sunset Crest Apartments 1/31/99 1/31/99 99 Skyline Apartments 3/25/99 12/31/98 100 Hampton Inn & Suites - Annapolis N/A 1/31/99 101 Carlisle Commerce Center 11/5/98 10/31/98 102 Glendale Medical Arts Center 12/31/98 12/31/98 103 Batavia Wood Medical Center 2/19/99 12/31/98 104 Village Green Plaza Shopping Center 1/1/99 12/31/98 105 South Bank Riverwalk Retail 2/24/98 5/31/98 106 Pickwick Apartments 12/10/98 12/31/98 107 The Villas of Buena Vista Apartments (1M) 3/31/99 12/31/98 108 The Parkview Apartments - TX (1M) 3/31/99 12/31/98 109 Madras Apartments (1M) 3/31/99 12/31/98 110 Alexandria Apartments - TX (1M) 3/31/99 12/31/98 111 Sandia Park (1M) 3/31/99 12/31/98 112 4300 Travis Apartments (1M) 3/31/99 12/31/98 113 Vista Quarters Condos (1M) 3/31/99 12/31/98 114 3131 Armstrong Condominiums (1M) 3/31/99 12/31/98 115 The Essex (1M) 3/31/99 12/31/98 116 4431 Travis Street Apartments (1M) 5/10/99 12/31/98 117 4432 Buena Vista Apartments (1M) 3/31/99 12/31/98 118 The Annex Apartments (1M) 3/31/99 12/31/98 119 4319 Buena Vista Apartments (1M) 3/31/99 12/31/98 120 The Chase Apartments (1M) 3/31/99 12/31/98 121 Avalon Apartments (1M) 3/31/99 12/31/98 122 Point Breeze Apartments 1/22/99 12/31/98 123 Hidden Oaks Apartments 3/25/99 12/31/98 124 El Monte Shopping Center 2/1/99 12/31/98 125 Casa Real Apartments 3/31/99 12/31/98 126 The Plaza Apartments 12/31/98 12/31/98 127 Washington Square Shopping Center 3/1/99 12/31/98 128 Beechnut Village Shopping Center 5/5/99 2/28/99 129 Anaheim Mobile Estates 2/1/99 12/31/98 130 Westridge Marketplace 12/24/98 12/31/98 131 McGehee Park Apartments 3/1/99 12/31/98 132 Cypress Center 5/1/98 4/30/98 133 Best Western - Miramar N/A 1/31/99 134 Garden City Tower 8/13/98 3/31/98 135 Tradewinds Apartments 4/14/99 12/31/98 136 Highland Country Estates 2/28/99 12/31/98 137 The Highlands Apartments 1/28/99 12/31/98 138 8800 Roswell Road Office Park 2/11/99 12/31/98 139 Turf Mobile Manor 12/9/98 11/30/98 140 Oakwood Village Apartments 4/13/99 2/28/99 141 La Salle Crossing Apartments 3/25/99 12/31/98 142 Wynnewood Greens Apartments 1/8/99 12/31/98 143 Comfort Inn - Augusta N/A 12/31/98 144 220 Jackson Street 2/4/99 1/31/99 145 Weis Plaza 12/17/98 9/30/98 146 75 Canton Office Park 1/21/99 12/31/98 147 Capital Heights Shopping Center (2) 1/1/99 12/31/98 148 Emerald Center 9/1/98 11/30/98 149 NationsBank Office Building 3/1/99 1/31/99 150 Pecos Trail Office Compound, Phase III 1/1/99 12/31/98 151 HealthSouth Medical Plaza 4/19/99 12/31/98 152 Hampton Inn - Louisville N/A 1/31/99 153 Holiday Inn - Augusta N/A 12/31/98 154 Nassau Bay Village Apartments 3/1/99 3/31/99 155 West Knoll Apartments 2/12/99 12/31/98 156 Best Western - San Mateo Los Prados Inn N/A 10/31/98 157 Parkway Shopping Center 4/21/99 12/31/98 158 1600 Congress Street/343 Forest Avenue 9/1/98 12/31/98 159 Scenic View Apartments 12/30/98 12/31/98 160 Mustang Crossing Apartments 2/28/99 12/31/98 161 Meadow Crossing Apartments 2/1/99 3/31/99 162 Owens Corning Manufacturing Warehouse 6/5/98 12/31/98 163 Daley Square 4/30/99 12/31/98 164 Old Florida Plaza 4/15/99 12/31/98 165 Arrowhead Creekside Center 3/15/99 2/28/99 166 Holiday Inn - Clovis N/A 12/31/98 167 3005 Peachtree Road 1/11/99 9/30/98 168 Hampton Inn - Columbus East N/A 12/31/98 169 Newport Towers 12/1/98 12/31/98 170 Mont Michel Apartments 1/31/99 12/31/98 171 Soniat House Hotel N/A 1/31/99 172 Fairview Market 2/10/98 12/31/98 173 Montclaire Apartments 1/28/99 12/31/98 174 Embassy Building 8/31/98 8/31/98 175 Park Terrace Apartments 3/31/99 3/31/99 176 Westheimer Plaza Shopping Center 5/19/99 10/31/98 177 129-133 West 29th Street 4/27/99 12/31/98 178 Woodspear/Vista Flores Apartments 3/22/99 12/31/98 179 Clarendon CVS 11/12/98 12/31/98 180 A Storage Place Phases I & II 10/22/98 10/31/98 181 135 Raritan Center Parkway 3/1/99 12/31/98 182 The Treasury Center 3/19/99 12/31/98 183 Crescent View Apartments 12/21/98 2/28/99 184 Comfort Suites Intercontinental Plaza N/A 1/31/99 185 Cottonwood Medical & Dental Center 3/10/99 12/31/98 186 Blue Bell Shopping Center 8/5/98 9/30/98 187 Sun Plaza 1/13/99 12/31/98 188 Kirkland Business Center 3/2/99 12/31/98 189 Colima Plaza 12/16/98 12/31/98 190 Kmart - Columbus 4/1/99 3/12/99 191 Briarwood Mobile Home Park 4/15/99 12/31/98 192 Ohio Valley Nursing Home 1/11/99 10/31/98 193 Forest Edge Apartments 10/26/98 9/30/98 194 Sonora Crossroads 1/1/99 10/31/98 195 Crystal Springs Apartments 2/1/99 12/31/98 196 Chateau Park Apartments 2/1/99 12/31/98 197 Scottsdale Air Park 1/21/99 12/13/98 198 Preston Royal Office Park 10/31/98 11/30/98 199 Regent Place Office Building 2/28/99 12/31/98 200 Dale Terrace Apartments 12/2/98 3/31/99 201 Woodside Apartments 3/25/98 12/31/98 202 Virginia Dare Office Building 4/30/99 12/31/98 203 Rustic Ridge Apartments 4/29/99 3/31/98 204 Heritage Square Retail Center 12/8/98 11/30/98 205 Kessel Food Market - Flushing (1N) 12/31/98 11/30/98 206 Kessel Food Market - Grand Blanc (1N) 12/31/98 11/30/98 207 178-188 Middle Street 4/1/99 12/31/98 208 350 Raritan Center Parkway 5/17/99 N/A 209 El San Juan Mobile Home Park 2/12/99 2/28/99 210 Meadowood Apartments 1/31/99 3/31/99 211 Country Club Corner Retail Center 4/10/99 11/30/98 212 Vagabond Apartments 1/1/99 6/30/98 213 Esprit Office Building 12/4/98 9/30/98 214 Mission Plaza 3/10/99 12/31/98 215 Broussard Village Shopping Center 2/1/99 N/A 216 Another Attic Self Storage 2/28/99 3/31/99 217 Raintree Apartments 4/29/99 4/30/98 218 Jeffco Plaza 10/1/98 4/30/98 219 Ramada Inn - Chatsworth N/A 12/31/98 220 Preston Plaza 2/11/99 1/31/99 221 U.S. Storage Centers 8/31/98 10/31/98 222 Comfort Inn - San Jose N/A 12/31/98 223 A-1 Mini Storage 1/31/99 12/31/98 224 Sandpiper Apartments 2/1/99 12/31/98 225 Plantation Xtra Storage 11/30/98 10/31/98 226 Perimeter Plaza Shopping Center 11/25/98 12/31/98 227 Red Oak Apartments (1O) 12/1/98 12/31/98 228 Diplomat Apartments (1O) 12/1/98 12/31/98 229 Waterston Apartments (1O) 12/1/98 12/31/98 230 Montage Apartments (1O) 12/1/98 12/31/98 231 Melroy Apartments (1O) 12/1/98 12/31/98 232 Envoy Apartments (1O) 12/1/98 12/31/98 233 Sixth & Gass Office Building 1/1/99 11/30/98 234 Rancho Los Amigos 12/1/98 10/31/98 235 Savemart Shopping Center 12/8/98 12/31/98 236 Glenwood Apartments 4/1/99 12/31/98 237 Georgian Court/Woodside Apartments 3/6/99 12/31/98 238 Everhart Place Apartments 4/16/99 2/28/99 239 West 34th Self Storage 3/1/99 12/31/98 240 Regency Apartments 3/2/99 12/31/98 241 Corona Industrial Center 2/15/99 12/31/98 242 North American/Lazy "R" Manufactured Housing Communities 12/1/98 12/31/98 243 Harmony Mobile Home Park 1/31/99 12/31/98 244 Dunshire Gardens Apartments (1P) 4/28/99 12/31/98 245 Alpine Gardens Apartments (1P) 4/28/99 12/31/98 246 Delvale Apartments (1P) 4/28/99 12/31/98 247 The Northwest Medical Plaza Shopping Center 1/1/99 12/31/98 248 Kingsley Business Center 10/1/98 12/31/98 249 OfficeMax 5/15/98 4/8/98 250 Rutherford Place 12/1/98 11/30/98 251 The Woods II Office Buildings 2/23/99 12/31/98 252 Greenville Avenue B & G 1/31/99 12/31/98 253 Boulder Ridge Apartments 3/20/98 2/28/99 254 Spring Gardens Apartments 4/1/99 3/31/99 255 The Admiral Apartments & The Drake Apartments 12/1/98 10/31/98 256 Heritage Apartments 1/1/99 6/30/98 257 Montgomery Village Executive Plaza Phase I 1/25/99 12/31/98 258 Orchard Lake Mini-Storage 3/23/99 12/31/98 259 Parker Road Retail 2/15/99 12/31/98 260 Smith Shopping Center 12/1/98 12/31/98 261 Rivermont Park 2/28/98 4/30/98 262 SecurCare of Colorado Springs 12/31/98 12/31/98 263 Free Street Office Building 3/31/99 12/31/98 264 Maple Valley Plaza 2/1/99 12/31/98 265 Crestview Apartments 8/26/98 12/31/98 266 Cedar Lakes Apartments 1/1/99 12/31/98 267 Rose Garden Apartments 1/1/99 6/30/98 268 Kmart - Charleston 4/1/99 3/15/99 269 Edelweiss Apartments 12/25/98 12/31/98 270 The Wachler Building 3/1/99 12/31/98 271 CTC II Building 1/1/99 1/31/99 272 Autumn Ridge Apartments 5/15/98 12/31/98 273 Diversey & Sheffield Plaza 2/1/99 12/31/98 274 The Pinger Building 12/1/98 12/31/98 275 Elden Professional Building 5/1/99 3/31/99 276 Orangetree Apartments 7/15/98 12/31/98 277 Silver Cliff Apartments 4/20/99 12/31/98 278 Granada Plaza 2/1/99 12/31/98 279 Summitwood Village Apartments 10/6/98 9/30/98 280 2221 Lee Road Office Building 3/31/99 12/31/98 281 All American Mini Storage 10/31/98 12/31/98 282 201 Commonwealth Court 4/30/99 12/31/98 283 Olde Oaks Apartments 2/1/99 1/31/99 284 Bouganvillas Apartments 2/1/99 12/31/98 285 Martin Mobile Home Park 4/2/99 12/31/98 286 Ellendale Place Apartments 2/18/99 12/31/98 287 Kessel Food Market - Saginaw 1/31/99 8/28/98 288 Talbot Center 3/31/99 3/12/99 289 Circle K Mobile Home Park 7/24/98 8/31/98 290 Strawberry Hill Apartments 2/20/99 3/20/99 291 McGeordan Apartments 4/14/99 12/31/98 292 Camel Toe Plaza Shopping Center 5/1/99 12/31/98 293 Washington Park Offices 10/31/98 12/31/98 294 Denway Circle Apartments 3/14/99 12/31/98 295 Oxford Village Apartments 1/11/99 12/31/98 296 Space Saver #8 Self-Storage Facility 1/31/99 12/31/98 297 Food City Retail Center 11/1/98 12/31/98 298 Meadowood I Apartments 3/1/99 2/28/99 299 Windy Hill Apartments 3/10/99 12/31/98 300 Northgate Plaza 3/1/99 3/31/99 301 Lone Mountain Mobile Home Park 1/1/99 12/31/98 302 Ogden Apartments 3/19/99 12/31/98 303 Oak Lawn Square 3/1/99 12/31/98 304 Flat Iron Building 9/1/98 1/31/99 305 Baymar Apartments 2/9/99 12/31/98 306 Texas City Medical Office Building (1Q) 1/15/99 12/31/98 307 Hollyvale Apartments (1Q) 1/8/99 12/31/98 308 Grandin Village Apartments 2/17/99 12/31/98 309 Riverview Estates Mobile Home Park 11/1/98 10/31/98 310 Tree Top Apartments 5/13/99 12/31/98 311 871 Islington Street 11/17/98 12/31/98 312 Westwood Apartments 9/8/98 8/31/98 313 Territorial Village (1R) 7/1/98 12/31/98 314 Telshor Tower Plaza (1R) 3/1/99 12/31/98 315 Congress Building 1/1/99 12/31/98 316 Continental House Apartments 10/1/98 9/30/98 317 Affordable Self Storage 3/10/99 12/31/98 318 Iroquois Apartments 4/1/99 12/31/98 319 Bay Palm Apartments 1/31/99 12/31/98 320 969 & 971 Amsterdam Avenue 1/1/99 3/31/99 321 59-15 55th Street 2/23/99 N/A 322 Chesterfield/Eula Apartments 2/28/99 12/31/98 323 Carillon Retail Center 3/10/99 12/31/98 324 Pine Street Apartments & Blossom Street Apartments 4/1/99 12/31/98 325 Penn State Office Building 5/4/99 12/31/98 326 Autumn Run Apartments 1/31/99 10/31/98 327 Pullman Park Apartments 2/1/99 12/31/98 328 Spanish Oaks Apartments 9/30/98 12/31/98 329 Ballenger Manor Apartments 3/1/99 12/31/98 330 Allen Avenue Apartments 3/1/99 12/31/98 331 Skyline Mall 11/23/98 12/31/98 332 James Road Medical Center 5/7/99 12/31/98 333 Rebecca Apartments 2/1/99 3/31/99 334 The Homestead Apartments 11/1/98 12/31/98 335 Corona Avenue Apartments 1/1/99 12/31/98 336 Sandstone Apartments 10/31/98 9/30/98 337 Lynn Villa Apartments 2/22/99 12/31/98 338 Savannah Apartments 1/31/99 12/31/98 339 Vienna Terrace Apartments 12/18/98 8/31/98 340 Alexandria Apartments - CO 1/1/99 12/31/98 341 Boynton Vista Apartments 9/12/98 12/31/98 342 Navarro Crossing Apartments 10/15/98 12/31/98 343 Kordis Apartments 12/31/98 8/31/98 -------- Total/Weighted Average 1/27/99 ======== Maximum: 5/19/99 Minimum: 2/10/98
Most Most Recent Recent # Property Name Revenue Expenses ) - - ------------- ------- -------- - 1 Oakwood Plaza $9,615,647 $2,738,594 2 Arbor Lake Club Apartments (1A) 5,795,090 2,201,959 3 The Parkview Apartments - FL (1A) 1,781,469 643,077 4 Heron's Cove Apartments (1A) 2,125,457 1,027,035 5 Horizons North Apartments (1A) 2,293,573 1,207,845 6 Herald Center 8,825,364 3,600,420 7 Sterling Point Apartments (1B) 4,709,708 2,276,210 8 Sandridge Apartments (1B) 3,237,504 1,433,225 9 Woodscape Apartments (1B) 2,535,144 1,250,518 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 2,544,769 925,086 11 Stone Fort Land - The Krystal Office Building (1C) 1,907,124 807,529 12 Stone Fort Land - Riverside Center (1C) 1,595,147 336,885 13 Stone Fort Land - Harrison Direct Warehouse (1C) 622,560 89,242 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 253,109 87,812 15 Center At The Plant 4,963,449 1,178,938 16 The Boardwalk 3,609,381 957,192 17 Cherry Creek Retirement Village (1D) 4,332,338 2,172,142 18 Remington Heights Retirement Community (1D) 2,544,535 1,679,727 19 Charles River Center 2,906,172 477,939 20 Fox Run Shopping Center 3,726,588 413,381 21 Two University Plaza (1E) 2,310,757 1,192,265 22 800-900 Lanidex Plaza (1E) 1,604,952 829,356 23 140 Littleton Road (1E) 484,769 243,464 24 Embarcadero Corporate Center 3,549,561 995,844 25 Best Buy Plaza Shopping Center 2,885,806 650,498 26 Highland Falls Apartments 3,467,004 1,182,454 27 Rancho Ocaso 1,427,131 674,558 28 The Court at Deptford II 1,068,469 197,620 29 Sage Crossing Apartments 3,462,770 1,793,002 30 Crossroads at Buckland Hills 2,082,930 319,334 31 Deerbrook Crossing Shopping Center 2,323,149 536,187 32 Sundance Village Apartments 2,714,315 867,990 33 Lake Mead Pavilion Shopping Center 2,066,465 369,009 34 Ontario Plaza 2,004,229 464,369 35 Cole Spring Plaza 2,603,780 933,546 36 Penney's Plaza 1,889,092 436,339 37 Pines of Westbury 4,514,043 3,055,203 38 Bell Run Plaza N/A N/A 39 River Haven Mobile Home Park (1F) 1,504,246 519,224 40 Knollwood Estates Mobile Home Park (1F) 475,583 160,371 41 Colesville Towers 2,575,243 1,135,196 42 North Pointe Apartments 2,593,732 1,099,004 43 Tower Plaza Retail Center 1,702,322 273,700 44 Mountain View Mobile Home Park 1,699,928 564,397 45 The Mosby Building & Apartments 2,452,916 967,987 46 211 South Gulph Road N/A N/A 47 Pinewood Apartments 2,394,650 854,034 48 U-Haul - Rusfield (1G) 1,126,318 350,518 49 U-Haul - San Clemente (1G) 435,815 119,807 50 U-Haul - East Colonial (1G) 298,008 139,155 51 U-Haul - MacArthur Park (1G) 207,655 91,666 52 Park Knolls Apartments 1,932,970 699,565 53 Diamond Bar Towne Center 1,234,440 285,680 54 U-Haul - Dublin (1H) 657,696 173,946 55 U-Haul - Northridge (1H) 490,737 136,668 56 U-Haul - Orange Park (1H) 357,332 148,586 57 U-Haul - Tulsa (1H) 375,385 146,741 58 Cherry Knolls Shopping Center 1,624,095 455,967 59 333 Sam Houston Office Building 2,287,980 1,311,902 60 The Shadowbrook Apartments 1,669,580 595,270 61 Delta Fair Shopping Center 1,262,192 412,852 62 Willow Springs Shopping Center (1I) 892,395 274,812 63 Villa Shopping Center (1I) 418,121 126,534 64 Crystal Gardens Shopping Center (1I) 407,460 236,360 65 Hazelcrest Place 1,851,922 797,541 66 BJ's Plaza Shopping Center 1,470,966 379,635 67 Holiday Inn Express - City Center 4,085,392 1,931,662 68 U-Haul - Margate (1J) 664,110 266,634 69 U-Haul - Copperfield (1J) 362,020 102,341 70 U-Haul - Hampton (1J) 299,742 122,446 71 U-Haul - Lodi (1J) 383,150 128,970 72 Fashion Outlet Center 1,512,421 444,562 73 Tivoli Apartments 874,739 236,957 74 Tetra - Chase Texas Bank Center 1,727,800 660,116 75 1384-1450 Park Avenue (1K) 490,472 2,561 76 Rojacks Supermarket/CVS Pharmacy (1K) 268,547 1,402 77 Trucchi's Supermarket (1K) 202,343 1,057 78 Campus Hills Shopping Center 1,173,040 195,205 79 Carrollton Place Apartments 1,042,915 247,069 80 Welshwood Apartments 1,549,996 616,573 81 Summit Square Shopping Center 1,681,658 549,571 82 Park Ridge Apartments 2,338,736 1,346,605 83 294-306A Harvard Street 1,029,010 197,262 84 929 Pearl Street (1L) 600,176 109,809 85 2005 Tenth Street (1L) 426,938 132,317 86 Industrial Warehouse N/A N/A 87 Mesa Dunes Mobile Home Park 1,330,022 391,887 88 Pleasant Hill Executive Park 1,435,883 535,841 89 Best Western - Stratford Inn 2,379,483 1,166,686 90 Silverside-Carr Corporate Center 1,728,633 433,862 91 Country Corners Apartments 1,670,917 642,814 92 Bell Palm Plaza 1,168,865 278,329 93 Pleasant Run Apartments 1,433,242 699,699 94 Chalet Apartments & Commercial Plaza 1,641,505 788,370 95 West Ashley Shoppes Shopping Center 1,115,240 269,801 96 Hampton Inn - Anchorage 3,149,024 1,655,857 97 Pacific Isle Apartments 1,178,245 431,939 98 Sunset Crest Apartments 1,129,242 444,802 99 Skyline Apartments 1,742,964 902,438 100 Hampton Inn & Suites - Annapolis 2,771,720 1,678,785 101 Carlisle Commerce Center 895,834 153,441 102 Glendale Medical Arts Center 998,368 240,357 103 Batavia Wood Medical Center 1,008,325 351,115 104 Village Green Plaza Shopping Center 1,005,605 313,250 105 South Bank Riverwalk Retail 1,864,413 520,967 106 Pickwick Apartments 1,142,331 526,835 107 The Villas of Buena Vista Apartments (1M) 171,124 45,820 108 The Parkview Apartments - TX (1M) 106,755 16,452 109 Madras Apartments (1M) 117,861 28,573 110 Alexandria Apartments - TX (1M) 143,133 23,412 111 Sandia Park (1M) 118,441 39,419 112 4300 Travis Apartments (1M) 77,380 9,241 113 Vista Quarters Condos (1M) 66,450 7,047 114 3131 Armstrong Condominiums (1M) 80,175 12,509 115 The Essex (1M) 84,810 29,589 116 4431 Travis Street Apartments (1M) 38,026 8,156 117 4432 Buena Vista Apartments (1M) 44,639 8,945 118 The Annex Apartments (1M) 20,407 6,510 119 4319 Buena Vista Apartments (1M) 32,619 6,527 120 The Chase Apartments (1M) 34,225 13,914 121 Avalon Apartments (1M) 26,955 8,612 122 Point Breeze Apartments 1,122,764 597,361 123 Hidden Oaks Apartments 1,153,875 565,055 124 El Monte Shopping Center 761,338 238,153 125 Casa Real Apartments 1,330,669 567,048 126 The Plaza Apartments 962,835 356,330 127 Washington Square Shopping Center 595,780 170,309 128 Beechnut Village Shopping Center 835,161 246,751 129 Anaheim Mobile Estates 1,745,761 596,936 130 Westridge Marketplace 866,279 168,001 131 McGehee Park Apartments 1,037,655 556,750 132 Cypress Center 1,004,256 169,000 133 Best Western - Miramar 1,907,365 991,643 134 Garden City Tower 1,259,236 677,275 135 Tradewinds Apartments 1,084,153 603,259 136 Highland Country Estates 694,766 196,895 137 The Highlands Apartments 1,103,166 593,442 138 8800 Roswell Road Office Park 959,059 432,507 139 Turf Mobile Manor 724,184 243,936 140 Oakwood Village Apartments 1,049,616 509,595 141 La Salle Crossing Apartments 1,159,381 649,185 142 Wynnewood Greens Apartments 1,016,635 561,895 143 Comfort Inn - Augusta 1,662,335 1,042,026 144 220 Jackson Street 447,278 111,542 145 Weis Plaza 599,329 192,929 146 75 Canton Office Park 1,127,144 557,758 147 Capital Heights Shopping Center (2) 554,963 90,062 148 Emerald Center 684,545 152,644 149 NationsBank Office Building 873,241 393,918 150 Pecos Trail Office Compound, Phase III 569,710 88,379 151 HealthSouth Medical Plaza 351,323 91,443 152 Hampton Inn - Louisville 1,756,313 971,708 153 Holiday Inn - Augusta 1,521,779 917,685 154 Nassau Bay Village Apartments 783,412 356,976 155 West Knoll Apartments 740,988 252,587 156 Best Western - San Mateo Los Prados Inn 2,530,138 1,511,954 157 Parkway Shopping Center 913,645 270,922 158 1600 Congress Street/343 Forest Avenue 609,754 150,153 159 Scenic View Apartments 749,230 396,169 160 Mustang Crossing Apartments 1,011,299 602,969 161 Meadow Crossing Apartments 1,064,724 524,593 162 Owens Corning Manufacturing Warehouse 536,565 12,908 163 Daley Square 516,413 126,897 164 Old Florida Plaza 769,789 299,207 165 Arrowhead Creekside Center 473,567 59,622 166 Holiday Inn - Clovis 2,066,106 1,459,730 167 3005 Peachtree Road 106,613 28,279 168 Hampton Inn - Columbus East 1,592,115 886,096 169 Newport Towers 955,064 497,463 170 Mont Michel Apartments 810,504 386,504 171 Soniat House Hotel 1,863,587 1,019,926 172 Fairview Market 375,632 54,493 173 Montclaire Apartments 716,829 328,437 174 Embassy Building 814,384 342,049 175 Park Terrace Apartments 577,463 254,356 176 Westheimer Plaza Shopping Center 501,877 131,246 177 129-133 West 29th Street 827,390 347,839 178 Woodspear/Vista Flores Apartments 614,960 264,869 179 Clarendon CVS 393,500 68,560 180 A Storage Place Phases I & II 736,836 325,510 181 135 Raritan Center Parkway 644,785 219,817 182 The Treasury Center 615,153 214,443 183 Crescent View Apartments 644,311 357,105 184 Comfort Suites Intercontinental Plaza 1,220,865 719,815 185 Cottonwood Medical & Dental Center 506,569 150,478 186 Blue Bell Shopping Center 456,497 88,689 187 Sun Plaza 519,137 165,552 188 Kirkland Business Center 628,610 151,940 189 Colima Plaza 456,273 128,504 190 Kmart - Columbus 316,001 3,192 191 Briarwood Mobile Home Park 546,263 262,835 192 Ohio Valley Nursing Home 2,693,187 2,179,232 193 Forest Edge Apartments 627,351 295,797 194 Sonora Crossroads 409,539 67,667 195 Crystal Springs Apartments 704,758 387,242 196 Chateau Park Apartments 688,785 380,390 197 Scottsdale Air Park 407,471 84,250 198 Preston Royal Office Park 906,321 460,893 199 Regent Place Office Building 594,806 276,940 200 Dale Terrace Apartments 840,319 456,696 201 Woodside Apartments 797,367 468,620 202 Virginia Dare Office Building 512,329 203,121 203 Rustic Ridge Apartments 486,084 174,516 204 Heritage Square Retail Center 549,794 150,801 205 Kessel Food Market - Flushing (1N) 247,419 68,253 206 Kessel Food Market - Grand Blanc (1N) 200,989 51,275 207 178-188 Middle Street 571,903 187,564 208 350 Raritan Center Parkway N/A N/A 209 El San Juan Mobile Home Park 489,114 235,117 210 Meadowood Apartments 511,900 242,410 211 Country Club Corner Retail Center 340,778 62,299 212 Vagabond Apartments 413,062 131,984 213 Esprit Office Building 549,528 228,415 214 Mission Plaza 376,003 53,781 215 Broussard Village Shopping Center N/A N/A 216 Another Attic Self Storage 424,180 122,626 217 Raintree Apartments 402,205 157,589 218 Jeffco Plaza 338,145 81,633 219 Ramada Inn - Chatsworth 1,113,534 668,395 220 Preston Plaza 300,868 62,076 221 U.S. Storage Centers 432,755 152,870 222 Comfort Inn - San Jose 1,094,463 582,407 223 A-1 Mini Storage 367,092 97,740 224 Sandpiper Apartments 417,512 169,323 225 Plantation Xtra Storage 598,944 258,413 226 Perimeter Plaza Shopping Center 337,531 63,990 227 Red Oak Apartments (1O) 192,548 91,600 228 Diplomat Apartments (1O) 92,746 41,724 229 Waterston Apartments (1O) 83,096 39,033 230 Montage Apartments (1O) 75,723 38,211 231 Melroy Apartments (1O) 64,706 32,635 232 Envoy Apartments (1O) 55,202 26,849 233 Sixth & Gass Office Building 237,457 66,614 234 Rancho Los Amigos 402,987 182,146 235 Savemart Shopping Center 280,819 61,237 236 Glenwood Apartments 409,458 149,343 237 Georgian Court/Woodside Apartments 681,273 440,506 238 Everhart Place Apartments 554,241 322,576 239 West 34th Self Storage 370,216 115,733 240 Regency Apartments 431,170 169,177 241 Corona Industrial Center 275,436 75,798 242 North American/Lazy "R" Manufactured Housing Communities 416,567 166,364 243 Harmony Mobile Home Park 394,958 147,876 244 Dunshire Gardens Apartments (1P) 262,218 94,518 245 Alpine Gardens Apartments (1P) 101,094 36,074 246 Delvale Apartments (1P) 133,463 83,012 247 The Northwest Medical Plaza Shopping Center 341,559 98,020 248 Kingsley Business Center 409,398 133,565 249 OfficeMax 264,375 2,644 250 Rutherford Place 409,766 143,005 251 The Woods II Office Buildings 394,872 151,439 252 Greenville Avenue B & G 300,145 72,933 253 Boulder Ridge Apartments 402,559 190,220 254 Spring Gardens Apartments 523,412 255,162 255 The Admiral Apartments & The Drake Apartments 475,786 265,901 256 Heritage Apartments 351,605 153,819 257 Montgomery Village Executive Plaza Phase I 515,523 155,929 258 Orchard Lake Mini-Storage 272,000 56,291 259 Parker Road Retail 413,486 193,569 260 Smith Shopping Center 312,233 110,790 261 Rivermont Park 739,190 319,304 262 SecurCare of Colorado Springs 321,883 115,536 263 Free Street Office Building 392,917 126,707 264 Maple Valley Plaza 332,590 114,890 265 Crestview Apartments 452,519 250,708 266 Cedar Lakes Apartments 379,914 182,446 267 Rose Garden Apartments 292,019 110,872 268 Kmart - Charleston 395,542 227,860 269 Edelweiss Apartments 307,634 146,582 270 The Wachler Building 319,241 94,807 271 CTC II Building 221,413 42,225 272 Autumn Ridge Apartments 383,846 265,508 273 Diversey & Sheffield Plaza 302,451 134,082 274 The Pinger Building 216,700 87,081 275 Elden Professional Building 286,171 105,394 276 Orangetree Apartments 263,090 86,263 277 Silver Cliff Apartments 386,197 204,323 278 Granada Plaza 239,905 67,811 279 Summitwood Village Apartments 318,308 161,753 280 2221 Lee Road Office Building 281,636 164,457 281 All American Mini Storage 315,011 137,851 282 201 Commonwealth Court 215,663 75,654 283 Olde Oaks Apartments 375,568 209,557 284 Bouganvillas Apartments 201,355 79,320 285 Martin Mobile Home Park 264,321 102,508 286 Ellendale Place Apartments 182,739 28,134 287 Kessel Food Market - Saginaw 170,287 8,514 288 Talbot Center 176,592 37,581 289 Circle K Mobile Home Park 206,840 87,092 290 Strawberry Hill Apartments 428,441 242,491 291 McGeordan Apartments 226,133 82,990 292 Camel Toe Plaza Shopping Center 231,379 47,224 293 Washington Park Offices 281,071 85,569 294 Denway Circle Apartments 311,829 224,294 295 Oxford Village Apartments 224,617 112,466 296 Space Saver #8 Self-Storage Facility 238,359 91,615 297 Food City Retail Center 209,670 93,000 298 Meadowood I Apartments 236,677 114,203 299 Windy Hill Apartments 192,049 73,455 300 Northgate Plaza 190,641 72,042 301 Lone Mountain Mobile Home Park 176,907 52,004 302 Ogden Apartments 237,773 106,744 303 Oak Lawn Square 250,302 121,072 304 Flat Iron Building 279,600 108,500 305 Baymar Apartments 239,646 112,423 306 Texas City Medical Office Building (1Q) 206,701 81,996 307 Hollyvale Apartments (1Q) 159,177 97,604 308 Grandin Village Apartments 255,279 135,308 309 Riverview Estates Mobile Home Park 152,660 23,482 310 Tree Top Apartments 213,944 96,129 311 871 Islington Street 213,406 55,078 312 Westwood Apartments 201,076 58,685 313 Territorial Village (1R) 88,284 23,275 314 Telshor Tower Plaza (1R) 52,635 6,162 315 Congress Building 229,936 103,675 316 Continental House Apartments 191,495 99,753 317 Affordable Self Storage 193,873 78,017 318 Iroquois Apartments 166,041 52,712 319 Bay Palm Apartments 145,652 73,641 320 969 & 971 Amsterdam Avenue 153,371 79,669 321 59-15 55th Street N/A N/A 322 Chesterfield/Eula Apartments 169,330 70,477 323 Carillon Retail Center 136,115 49,134 324 Pine Street Apartments & Blossom Street Apartments 145,174 48,211 325 Penn State Office Building 142,509 51,863 326 Autumn Run Apartments 171,025 89,948 327 Pullman Park Apartments 180,477 97,879 328 Spanish Oaks Apartments 173,897 70,613 329 Ballenger Manor Apartments 182,160 72,156 330 Allen Avenue Apartments 143,568 55,172 331 Skyline Mall 105,209 38,064 332 James Road Medical Center 148,378 37,418 333 Rebecca Apartments 204,837 118,747 334 The Homestead Apartments 216,910 96,535 335 Corona Avenue Apartments 89,894 17,910 336 Sandstone Apartments 238,102 158,590 337 Lynn Villa Apartments 184,202 103,779 338 Savannah Apartments 123,656 55,338 339 Vienna Terrace Apartments 127,817 64,293 340 Alexandria Apartments - CO 91,057 29,369 341 Boynton Vista Apartments 80,220 23,526 342 Navarro Crossing Apartments 123,751 57,029 343 Kordis Apartments 79,850 22,887 ------------ ------------ Total/Weighted Average $309,604,282 $122,049,610 ============ ============ Maximum: $ 9,615,647 $ 3,600,420 Minimum: $ 20,407 $ 1,057
Most Most Recent Recent U/W # Property Name NOI DSCR (4) NOI - - ------------- --- -------- --- 1 Oakwood Plaza $6,877,053 1.13x $7,972,482 2 Arbor Lake Club Apartments (1A) 3,593,131 1.37 3,425,350 3 The Parkview Apartments - FL (1A) 1,138,392 1.37 1,070,976 4 Heron's Cove Apartments (1A) 1,098,422 1.37 1,111,935 5 Horizons North Apartments (1A) 1,085,728 1.37 1,019,029 6 Herald Center 5,224,944 1.22 5,996,497 7 Sterling Point Apartments (1B) 2,433,498 1.47 2,462,623 8 Sandridge Apartments (1B) 1,804,279 1.47 1,768,508 9 Woodscape Apartments (1B) 1,284,626 1.47 1,263,554 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 1,619,683 1.55 1,768,206 11 Stone Fort Land - The Krystal Office Building (1C) 1,099,595 1.55 1,127,076 12 Stone Fort Land - Riverside Center (1C) 1,258,262 1.55 1,054,109 13 Stone Fort Land - Harrison Direct Warehouse (1C) 533,318 1.55 468,027 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 165,297 1.55 143,208 15 Center At The Plant 3,784,511 1.37 3,805,609 16 The Boardwalk 2,652,189 1.26 2,676,410 17 Cherry Creek Retirement Village (1D) 2,160,196 1.45 1,897,731 18 Remington Heights Retirement Community (1D) 864,808 1.45 894,436 19 Charles River Center 2,428,233 1.16 2,700,171 20 Fox Run Shopping Center 3,313,207 1.64 2,873,651 21 Two University Plaza (1E) 1,118,492 1.04 1,543,262 22 800-900 Lanidex Plaza (1E) 775,596 1.04 1,214,622 23 140 Littleton Road (1E) 241,305 1.04 245,175 24 Embarcadero Corporate Center 2,553,717 1.34 2,581,718 25 Best Buy Plaza Shopping Center 2,235,308 1.25 2,410,881 26 Highland Falls Apartments 2,284,550 1.30 2,259,963 27 Rancho Ocaso 752,573 0.59 1,760,315 28 The Court at Deptford II 870,849 0.66 1,721,250 29 Sage Crossing Apartments 1,669,768 1.30 1,824,759 30 Crossroads at Buckland Hills 1,763,596 1.37 1,720,511 31 Deerbrook Crossing Shopping Center 1,786,962 1.45 1,697,503 32 Sundance Village Apartments 1,846,325 1.56 1,693,802 33 Lake Mead Pavilion Shopping Center 1,697,456 1.51 1,618,501 34 Ontario Plaza 1,539,860 1.37 1,473,313 35 Cole Spring Plaza 1,670,234 1.56 1,574,824 36 Penney's Plaza 1,452,753 1.35 1,490,290 37 Pines of Westbury 1,458,840 1.41 1,537,238 38 Bell Run Plaza N/A N/A 1,535,343 39 River Haven Mobile Home Park (1F) 985,022 1.24 1,015,453 40 Knollwood Estates Mobile Home Park (1F) 315,212 1.24 324,722 41 Colesville Towers 1,440,047 1.44 1,464,436 42 North Pointe Apartments 1,494,728 1.68 1,512,114 43 Tower Plaza Retail Center 1,428,622 1.46 1,313,314 44 Mountain View Mobile Home Park 1,135,531 1.25 1,119,347 45 The Mosby Building & Apartments 1,484,929 1.58 1,327,838 46 211 South Gulph Road N/A N/A 1,338,202 47 Pinewood Apartments 1,540,616 1.84 1,452,158 48 U-Haul - Rusfield (1G) 775,800 1.46 669,092 49 U-Haul - San Clemente (1G) 316,008 1.46 363,498 50 U-Haul - East Colonial (1G) 158,853 1.46 188,859 51 U-Haul - MacArthur Park (1G) 115,989 1.46 140,033 52 Park Knolls Apartments 1,233,405 1.50 1,300,017 53 Diamond Bar Towne Center 948,760 1.12 1,173,752 54 U-Haul - Dublin (1H) 483,750 1.46 510,195 55 U-Haul - Northridge (1H) 354,069 1.46 381,148 56 U-Haul - Orange Park (1H) 208,746 1.46 245,556 57 U-Haul - Tulsa (1H) 228,644 1.46 207,346 58 Cherry Knolls Shopping Center 1,168,128 1.42 1,159,342 59 333 Sam Houston Office Building 976,078 1.20 1,369,840 60 The Shadowbrook Apartments 1,074,310 1.45 1,123,038 61 Delta Fair Shopping Center 849,340 1.05 1,106,575 62 Willow Springs Shopping Center (1I) 617,583 1.29 635,354 63 Villa Shopping Center (1I) 291,587 1.29 326,636 64 Crystal Gardens Shopping Center (1I) 171,100 1.29 219,878 65 Hazelcrest Place 1,054,381 1.46 975,618 66 BJ's Plaza Shopping Center 1,091,331 1.50 1,030,814 67 Holiday Inn Express - City Center 2,153,730 2.52 1,604,479 68 U-Haul - Margate (1J) 397,476 1.34 476,572 69 U-Haul - Copperfield (1J) 259,679 1.34 267,318 70 U-Haul - Hampton (1J) 177,296 1.34 220,122 71 U-Haul - Lodi (1J) 254,180 1.34 275,013 72 Fashion Outlet Center 1,067,859 1.40 1,159,678 73 Tivoli Apartments 637,782 0.93 940,899 74 Tetra - Chase Texas Bank Center 1,067,684 1.51 1,008,840 75 1384-1450 Park Avenue (1K) 487,911 1.47 468,837 76 Rojacks Supermarket/CVS Pharmacy (1K) 267,145 1.47 256,702 77 Trucchi's Supermarket (1K) 201,286 1.47 193,418 78 Campus Hills Shopping Center 977,835 1.37 975,260 79 Carrollton Place Apartments 795,846 1.14 872,236 80 Welshwood Apartments 933,423 1.34 925,581 81 Summit Square Shopping Center 1,132,087 1.53 1,126,076 82 Park Ridge Apartments 992,131 1.47 1,165,439 83 294-306A Harvard Street 831,748 1.22 883,466 84 929 Pearl Street (1L) 490,367 1.21 479,470 85 2005 Tenth Street (1L) 294,621 1.21 388,593 86 Industrial Warehouse N/A N/A 948,609 87 Mesa Dunes Mobile Home Park 938,135 1.50 924,116 88 Pleasant Hill Executive Park 900,042 1.37 988,638 89 Best Western - Stratford Inn 1,212,797 1.81 1,165,038 90 Silverside-Carr Corporate Center 1,294,771 2.14 1,124,195 91 Country Corners Apartments 1,028,103 1.82 979,865 92 Bell Palm Plaza 890,536 1.46 877,613 93 Pleasant Run Apartments 733,543 1.28 746,975 94 Chalet Apartments & Commercial Plaza 853,135 1.58 851,990 95 West Ashley Shoppes Shopping Center 845,439 1.45 913,646 96 Hampton Inn - Anchorage 1,493,167 2.33 1,229,953 97 Pacific Isle Apartments 746,306 1.38 722,841 98 Sunset Crest Apartments 684,440 1.28 728,117 99 Skyline Apartments 840,526 1.58 970,548 100 Hampton Inn & Suites - Annapolis 1,092,935 1.85 990,393 101 Carlisle Commerce Center 742,393 1.35 760,728 102 Glendale Medical Arts Center 758,011 1.47 744,449 103 Batavia Wood Medical Center 657,210 1.22 840,252 104 Village Green Plaza Shopping Center 692,355 1.34 711,015 105 South Bank Riverwalk Retail 1,343,446 2.48 1,097,945 106 Pickwick Apartments 615,496 1.38 606,889 107 The Villas of Buena Vista Apartments (1M) 125,304 1.85 84,488 108 The Parkview Apartments - TX (1M) 90,303 1.85 63,902 109 Madras Apartments (1M) 89,288 1.85 61,927 110 Alexandria Apartments - TX (1M) 119,721 1.85 66,867 111 Sandia Park (1M) 79,022 1.85 56,214 112 4300 Travis Apartments (1M) 68,139 1.85 52,202 113 Vista Quarters Condos (1M) 59,403 1.85 44,559 114 3131 Armstrong Condominiums (1M) 67,666 1.85 45,342 115 The Essex (1M) 55,221 1.85 42,919 116 4431 Travis Street Apartments (1M) 29,870 1.85 25,572 117 4432 Buena Vista Apartments (1M) 35,694 1.85 23,096 118 The Annex Apartments (1M) 13,897 1.85 22,813 119 4319 Buena Vista Apartments (1M) 26,092 1.85 16,926 120 The Chase Apartments (1M) 20,311 1.85 14,266 121 Avalon Apartments (1M) 18,343 1.85 12,235 122 Point Breeze Apartments 525,403 1.18 595,059 123 Hidden Oaks Apartments 588,820 1.36 619,043 124 El Monte Shopping Center 523,185 1.24 680,887 125 Casa Real Apartments 763,621 1.86 804,474 126 The Plaza Apartments 606,505 1.36 579,641 127 Washington Square Shopping Center 425,471 0.93 717,867 128 Beechnut Village Shopping Center 588,410 1.30 610,269 129 Anaheim Mobile Estates 1,148,825 2.28 1,077,633 130 Westridge Marketplace 698,278 1.64 653,016 131 McGehee Park Apartments 480,905 1.14 645,132 132 Cypress Center 835,256 1.86 717,017 133 Best Western - Miramar 915,722 2.00 776,882 134 Garden City Tower 581,961 1.50 547,068 135 Tradewinds Apartments 480,894 1.18 554,188 136 Highland Country Estates 497,871 1.28 496,601 137 The Highlands Apartments 509,724 1.29 521,549 138 8800 Roswell Road Office Park 526,552 1.41 617,379 139 Turf Mobile Manor 480,248 1.30 489,300 140 Oakwood Village Apartments 540,021 1.54 513,366 141 La Salle Crossing Apartments 510,196 1.46 533,639 142 Wynnewood Greens Apartments 454,740 1.30 582,772 143 Comfort Inn - Augusta 620,309 1.64 614,270 144 220 Jackson Street 335,736 0.97 462,094 145 Weis Plaza 406,400 1.21 492,185 146 75 Canton Office Park 569,386 1.69 571,202 147 Capital Heights Shopping Center (2) 464,901 1.43 445,136 148 Emerald Center 531,901 1.56 507,371 149 NationsBank Office Building 479,323 1.44 500,616 150 Pecos Trail Office Compound, Phase III 481,331 1.47 472,235 151 HealthSouth Medical Plaza 259,880 0.79 474,417 152 Hampton Inn - Louisville 784,605 2.34 662,966 153 Holiday Inn - Augusta 604,094 1.78 535,364 154 Nassau Bay Village Apartments 426,436 1.55 396,460 155 West Knoll Apartments 488,401 1.52 470,452 156 Best Western - San Mateo Los Prados Inn 1,018,184 3.09 818,660 157 Parkway Shopping Center 642,723 2.13 655,810 158 1600 Congress Street/343 Forest Avenue 459,601 1.44 470,954 159 Scenic View Apartments 353,061 1.18 406,762 160 Mustang Crossing Apartments 408,330 1.41 478,999 161 Meadow Crossing Apartments 540,131 1.75 464,253 162 Owens Corning Manufacturing Warehouse 523,657 1.27 520,448 163 Daley Square 389,516 1.33 398,439 164 Old Florida Plaza 470,582 1.64 508,211 165 Arrowhead Creekside Center 413,945 1.44 408,640 166 Holiday Inn - Clovis 606,376 1.85 591,795 167 3005 Peachtree Road 78,334 0.27 388,216 168 Hampton Inn - Columbus East 706,019 2.18 573,911 169 Newport Towers 457,601 1.67 385,975 170 Mont Michel Apartments 424,000 1.40 419,201 171 Soniat House Hotel 843,661 2.78 647,192 172 Fairview Market 321,139 1.26 456,934 173 Montclaire Apartments 388,392 1.47 379,419 174 Embassy Building 472,335 1.78 434,150 175 Park Terrace Apartments 323,107 1.26 342,098 176 Westheimer Plaza Shopping Center 370,631 1.37 380,367 177 129-133 West 29th Street 479,551 1.72 446,577 178 Woodspear/Vista Flores Apartments 350,091 1.41 348,761 179 Clarendon CVS 324,940 1.23 342,688 180 A Storage Place Phases I & II 411,326 1.55 392,486 181 135 Raritan Center Parkway 424,968 1.67 395,274 182 The Treasury Center 400,710 1.47 421,559 183 Crescent View Apartments 287,206 1.21 320,220 184 Comfort Suites Intercontinental Plaza 501,050 1.85 471,463 185 Cottonwood Medical & Dental Center 356,091 1.44 400,066 186 Blue Bell Shopping Center 367,808 1.59 313,671 187 Sun Plaza 353,585 1.49 393,410 188 Kirkland Business Center 476,670 1.91 543,215 189 Colima Plaza 327,769 1.34 409,898 190 Kmart - Columbus 312,809 1.33 312,809 191 Briarwood Mobile Home Park 283,428 1.26 297,353 192 Ohio Valley Nursing Home 513,955 2.05 579,706 193 Forest Edge Apartments 331,554 1.46 340,327 194 Sonora Crossroads 341,872 1.51 318,449 195 Crystal Springs Apartments 317,516 1.37 317,557 196 Chateau Park Apartments 308,395 1.46 328,366 197 Scottsdale Air Park 323,221 1.49 300,990 198 Preston Royal Office Park 445,428 1.98 390,045 199 Regent Place Office Building 317,866 1.42 395,670 200 Dale Terrace Apartments 383,623 1.83 335,577 201 Woodside Apartments 328,747 1.61 367,102 202 Virginia Dare Office Building 309,208 1.44 322,879 203 Rustic Ridge Apartments 311,568 1.48 308,594 204 Heritage Square Retail Center 398,993 1.83 323,858 205 Kessel Food Market - Flushing (1N) 179,166 1.51 165,040 206 Kessel Food Market - Grand Blanc (1N) 149,714 1.51 138,046 207 178-188 Middle Street 384,339 1.68 342,234 208 350 Raritan Center Parkway N/A N/A 307,480 209 El San Juan Mobile Home Park 253,997 1.29 280,119 210 Meadowood Apartments 269,490 1.37 257,838 211 Country Club Corner Retail Center 278,479 1.36 292,381 212 Vagabond Apartments 281,078 1.30 290,759 213 Esprit Office Building 321,113 1.61 300,692 214 Mission Plaza 322,222 1.66 294,930 215 Broussard Village Shopping Center N/A N/A 284,801 216 Another Attic Self Storage 301,554 1.47 294,209 217 Raintree Apartments 244,616 1.30 263,281 218 Jeffco Plaza 256,512 1.30 296,651 219 Ramada Inn - Chatsworth 445,139 2.22 383,002 220 Preston Plaza 238,792 1.26 254,557 221 U.S. Storage Centers 279,885 1.51 269,568 222 Comfort Inn - San Jose 512,056 2.52 411,347 223 A-1 Mini Storage 269,352 1.48 271,986 224 Sandpiper Apartments 248,189 1.48 244,367 225 Plantation Xtra Storage 340,531 1.84 319,872 226 Perimeter Plaza Shopping Center 273,541 1.52 255,586 227 Red Oak Apartments (1O) 100,948 1.61 97,699 228 Diplomat Apartments (1O) 51,022 1.61 47,081 229 Waterston Apartments (1O) 44,063 1.61 40,473 230 Montage Apartments (1O) 37,512 1.61 39,608 231 Melroy Apartments (1O) 32,071 1.61 28,428 232 Envoy Apartments (1O) 28,353 1.61 22,929 233 Sixth & Gass Office Building 170,843 1.00 234,100 234 Rancho Los Amigos 220,841 1.37 222,717 235 Savemart Shopping Center 219,582 1.31 239,116 236 Glenwood Apartments 260,115 1.60 218,774 237 Georgian Court/Woodside Apartments 240,767 1.37 257,700 238 Everhart Place Apartments 231,665 1.48 238,061 239 West 34th Self Storage 254,483 1.51 241,750 240 Regency Apartments 261,993 1.54 237,809 241 Corona Industrial Center 199,638 1.27 237,159 242 North American/Lazy "R" Manufactured Housing Communities 250,203 1.59 251,662 243 Harmony Mobile Home Park 247,082 1.62 226,845 244 Dunshire Gardens Apartments (1P) 167,700 1.70 145,417 245 Alpine Gardens Apartments (1P) 65,020 1.70 59,827 246 Delvale Apartments (1P) 50,451 1.70 73,757 247 The Northwest Medical Plaza Shopping Center 243,539 1.49 267,595 248 Kingsley Business Center 275,833 1.75 283,734 249 OfficeMax 261,731 1.52 250,156 250 Rutherford Place 266,761 1.76 243,993 251 The Woods II Office Buildings 243,433 1.64 239,854 252 Greenville Avenue B & G 227,212 1.43 216,443 253 Boulder Ridge Apartments 212,339 1.48 206,771 254 Spring Gardens Apartments 268,250 1.83 238,573 255 The Admiral Apartments & The Drake Apartments 209,885 1.51 232,442 256 Heritage Apartments 197,786 1.39 183,050 257 Montgomery Village Executive Plaza Phase I 359,594 1.98 328,234 258 Orchard Lake Mini-Storage 215,709 1.50 214,112 259 Parker Road Retail 219,917 1.58 246,915 260 Smith Shopping Center 201,443 1.62 187,146 261 Rivermont Park 419,886 3.01 395,710 262 SecurCare of Colorado Springs 206,347 1.57 203,886 263 Free Street Office Building 266,210 1.94 230,587 264 Maple Valley Plaza 217,700 1.52 217,817 265 Crestview Apartments 201,811 1.47 192,970 266 Cedar Lakes Apartments 197,468 1.72 184,066 267 Rose Garden Apartments 181,147 1.36 183,097 268 Kmart - Charleston 167,682 1.35 167,043 269 Edelweiss Apartments 161,052 1.31 169,752 270 The Wachler Building 224,434 1.66 191,260 271 CTC II Building 179,188 1.50 166,414 272 Autumn Ridge Apartments 118,338 0.91 205,000 273 Diversey & Sheffield Plaza 168,369 1.40 177,044 274 The Pinger Building 129,619 1.12 186,821 275 Elden Professional Building 180,777 1.49 192,830 276 Orangetree Apartments 176,827 1.69 161,112 277 Silver Cliff Apartments 181,874 1.56 167,518 278 Granada Plaza 172,094 1.44 178,982 279 Summitwood Village Apartments 156,555 1.53 159,512 280 2221 Lee Road Office Building 117,179 1.14 168,038 281 All American Mini Storage 177,160 1.64 194,536 282 201 Commonwealth Court 140,009 1.32 145,662 283 Olde Oaks Apartments 166,011 1.62 151,443 284 Bouganvillas Apartments 122,035 1.36 125,016 285 Martin Mobile Home Park 161,813 1.61 139,993 286 Ellendale Place Apartments 154,605 1.52 130,413 287 Kessel Food Market - Saginaw 161,773 1.70 124,977 288 Talbot Center 139,011 1.43 131,090 289 Circle K Mobile Home Park 119,748 1.37 112,974 290 Strawberry Hill Apartments 185,950 1.96 135,423 291 McGeordan Apartments 143,143 1.53 128,818 292 Camel Toe Plaza Shopping Center 184,155 1.96 151,310 293 Washington Park Offices 195,502 1.96 170,179 294 Denway Circle Apartments 87,535 1.05 134,669 295 Oxford Village Apartments 112,151 1.34 114,151 296 Space Saver #8 Self-Storage Facility 146,744 1.59 139,146 297 Food City Retail Center 116,670 1.33 127,112 298 Meadowood I Apartments 122,474 1.49 121,165 299 Windy Hill Apartments 118,594 1.33 117,765 300 Northgate Plaza 118,599 1.32 129,776 301 Lone Mountain Mobile Home Park 124,903 1.62 111,845 302 Ogden Apartments 131,029 1.55 134,700 303 Oak Lawn Square 129,230 1.55 110,622 304 Flat Iron Building 171,100 1.72 175,970 305 Baymar Apartments 127,223 1.49 123,238 306 Texas City Medical Office Building (1Q) 124,705 2.08 85,450 307 Hollyvale Apartments (1Q) 61,573 2.08 57,432 308 Grandin Village Apartments 119,971 1.44 115,707 309 Riverview Estates Mobile Home Park 129,178 1.64 110,496 310 Tree Top Apartments 117,815 1.57 101,654 311 871 Islington Street 158,328 2.15 138,981 312 Westwood Apartments 142,391 1.82 113,941 313 Territorial Village (1R) 65,009 1.62 81,874 314 Telshor Tower Plaza (1R) 46,473 1.62 37,029 315 Congress Building 126,261 1.85 112,896 316 Continental House Apartments 91,742 1.43 93,603 317 Affordable Self Storage 115,856 1.77 100,676 318 Iroquois Apartments 113,329 1.78 86,121 319 Bay Palm Apartments 72,011 1.26 74,772 320 969 & 971 Amsterdam Avenue 73,702 1.15 98,603 321 59-15 55th Street N/A N/A 96,030 322 Chesterfield/Eula Apartments 98,853 1.56 92,835 323 Carillon Retail Center 86,981 1.43 88,875 324 Pine Street Apartments & Blossom Street Apartments 96,963 1.52 85,969 325 Penn State Office Building 90,646 1.66 79,423 326 Autumn Run Apartments 81,077 1.51 74,616 327 Pullman Park Apartments 82,598 1.59 85,566 328 Spanish Oaks Apartments 103,284 2.08 79,941 329 Ballenger Manor Apartments 110,004 2.15 79,400 330 Allen Avenue Apartments 88,396 1.77 87,586 331 Skyline Mall 67,145 1.23 113,392 332 James Road Medical Center 110,960 2.15 78,237 333 Rebecca Apartments 86,090 1.57 81,232 334 The Homestead Apartments 120,375 2.48 79,269 335 Corona Avenue Apartments 71,984 1.36 68,314 336 Sandstone Apartments 79,512 2.01 69,799 337 Lynn Villa Apartments 80,423 2.01 59,987 338 Savannah Apartments 68,318 1.81 56,297 339 Vienna Terrace Apartments 63,524 1.69 54,569 340 Alexandria Apartments - CO 61,688 2.05 51,017 341 Boynton Vista Apartments 56,694 2.03 37,486 342 Navarro Crossing Apartments 66,722 2.49 47,675 343 Kordis Apartments 56,963 2.51 43,827 ------------ ---- ------------ Total/Weighted Average $187,554,672 1.43x $196,249,434 ============ ==== ============ Maximum: $ 6,877,053 3.09x $ 7,972,482 Minimum: $ 13,897 0.27x $ 12,235
U/W U/W # Property Name NCF DSCR (4) - - ------------- --- -------- 1 Oakwood Plaza $7,507,540 1.23x 2 Arbor Lake Club Apartments (1A) 3,247,350 1.24 3 The Parkview Apartments - FL (1A) 1,018,976 1.24 4 Heron's Cove Apartments (1A) 1,030,935 1.24 5 Horizons North Apartments (1A) 950,029 1.24 6 Herald Center 5,825,420 1.35 7 Sterling Point Apartments (1B) 2,232,123 1.33 8 Sandridge Apartments (1B) 1,642,508 1.33 9 Woodscape Apartments (1B) 1,127,554 1.33 10 Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage (1C) 1,502,802 1.31 11 Stone Fort Land - The Krystal Office Building (1C) 941,651 1.31 12 Stone Fort Land - Riverside Center (1C) 939,909 1.31 13 Stone Fort Land - Harrison Direct Warehouse (1C) 422,708 1.31 14 Stone Fort Land - Tennessee American Water Company Office Building (1C) 138,716 1.31 15 Center At The Plant 3,688,201 1.34 16 The Boardwalk 2,605,202 1.24 17 Cherry Creek Retirement Village (1D) 1,833,231 1.29 18 Remington Heights Retirement Community (1D) 850,636 1.29 19 Charles River Center 2,618,842 1.25 20 Fox Run Shopping Center 2,679,788 1.32 21 Two University Plaza (1E) 1,315,493 1.25 22 800-900 Lanidex Plaza (1E) 1,057,806 1.25 23 140 Littleton Road (1E) 191,327 1.25 24 Embarcadero Corporate Center 2,435,489 1.28 25 Best Buy Plaza Shopping Center 2,301,215 1.29 26 Highland Falls Apartments 2,158,788 1.23 27 Rancho Ocaso 1,704,315 1.33 28 The Court at Deptford II 1,670,472 1.26 29 Sage Crossing Apartments 1,677,759 1.31 30 Crossroads at Buckland Hills 1,609,421 1.25 31 Deerbrook Crossing Shopping Center 1,545,509 1.25 32 Sundance Village Apartments 1,625,402 1.37 33 Lake Mead Pavilion Shopping Center 1,526,665 1.36 34 Ontario Plaza 1,406,890 1.25 35 Cole Spring Plaza 1,511,168 1.42 36 Penney's Plaza 1,378,919 1.28 37 Pines of Westbury 1,302,238 1.25 38 Bell Run Plaza 1,483,854 1.38 39 River Haven Mobile Home Park (1F) 995,843 1.25 40 Knollwood Estates Mobile Home Park (1F) 318,765 1.25 41 Colesville Towers 1,402,786 1.40 42 North Pointe Apartments 1,394,239 1.56 43 Tower Plaza Retail Center 1,234,355 1.26 44 Mountain View Mobile Home Park 1,107,647 1.22 45 The Mosby Building & Apartments 1,202,843 1.28 46 211 South Gulph Road 1,249,966 1.33 47 Pinewood Apartments 1,325,998 1.59 48 U-Haul - Rusfield (1G) 651,972 1.41 49 U-Haul - San Clemente (1G) 358,849 1.41 50 U-Haul - East Colonial (1G) 177,384 1.41 51 U-Haul - MacArthur Park (1G) 133,707 1.41 52 Park Knolls Apartments 1,191,762 1.45 53 Diamond Bar Towne Center 1,083,514 1.27 54 U-Haul - Dublin (1H) 499,464 1.50 55 U-Haul - Northridge (1H) 374,474 1.50 56 U-Haul - Orange Park (1H) 239,511 1.50 57 U-Haul - Tulsa (1H) 199,478 1.50 58 Cherry Knolls Shopping Center 1,046,143 1.27 59 333 Sam Houston Office Building 1,128,732 1.39 60 The Shadowbrook Apartments 1,047,006 1.41 61 Delta Fair Shopping Center 1,007,519 1.24 62 Willow Springs Shopping Center (1I) 572,975 1.24 63 Villa Shopping Center (1I) 294,098 1.24 64 Crystal Gardens Shopping Center (1I) 173,770 1.24 65 Hazelcrest Place 904,523 1.25 66 BJ's Plaza Shopping Center 939,424 1.29 67 Holiday Inn Express - City Center 1,445,940 1.69 68 U-Haul - Margate (1J) 465,862 1.48 69 U-Haul - Copperfield (1J) 261,018 1.48 70 U-Haul - Hampton (1J) 214,041 1.48 71 U-Haul - Lodi (1J) 267,322 1.48 72 Fashion Outlet Center 1,016,006 1.34 73 Tivoli Apartments 890,499 1.30 74 Tetra - Chase Texas Bank Center 901,542 1.27 75 1384-1450 Park Avenue (1K) 433,895 1.30 76 Rojacks Supermarket/CVS Pharmacy (1K) 237,570 1.30 77 Trucchi's Supermarket (1K) 179,002 1.30 78 Campus Hills Shopping Center 906,326 1.27 79 Carrollton Place Apartments 842,836 1.21 80 Welshwood Apartments 873,381 1.26 81 Summit Square Shopping Center 1,070,620 1.44 82 Park Ridge Apartments 1,024,189 1.52 83 294-306A Harvard Street 864,771 1.26 84 929 Pearl Street (1L) 455,193 1.26 85 2005 Tenth Street (1L) 361,810 1.26 86 Industrial Warehouse 868,362 1.32 87 Mesa Dunes Mobile Home Park 902,058 1.44 88 Pleasant Hill Executive Park 834,315 1.27 89 Best Western - Stratford Inn 1,052,910 1.57 90 Silverside-Carr Corporate Center 1,005,713 1.66 91 Country Corners Apartments 905,355 1.60 92 Bell Palm Plaza 783,658 1.28 93 Pleasant Run Apartments 687,364 1.20 94 Chalet Apartments & Commercial Plaza 780,404 1.44 95 West Ashley Shoppes Shopping Center 807,922 1.39 96 Hampton Inn - Anchorage 1,108,690 1.73 97 Pacific Isle Apartments 686,557 1.27 98 Sunset Crest Apartments 696,212 1.30 99 Skyline Apartments 891,048 1.68 100 Hampton Inn & Suites - Annapolis 856,215 1.45 101 Carlisle Commerce Center 691,654 1.26 102 Glendale Medical Arts Center 693,957 1.35 103 Batavia Wood Medical Center 724,333 1.35 104 Village Green Plaza Shopping Center 650,986 1.26 105 South Bank Riverwalk Retail 1,046,924 1.93 106 Pickwick Apartments 568,889 1.27 107 The Villas of Buena Vista Apartments (1M) 80,988 1.22 108 The Parkview Apartments - TX (1M) 59,902 1.22 109 Madras Apartments (1M) 58,427 1.22 110 Alexandria Apartments - TX (1M) 60,867 1.22 111 Sandia Park (1M) 51,214 1.22 112 4300 Travis Apartments (1M) 50,452 1.22 113 Vista Quarters Condos (1M) 43,059 1.22 114 3131 Armstrong Condominiums (1M) 42,842 1.22 115 The Essex (1M) 38,919 1.22 116 4431 Travis Street Apartments (1M) 23,822 1.22 117 4432 Buena Vista Apartments (1M) 21,096 1.22 118 The Annex Apartments (1M) 21,813 1.22 119 4319 Buena Vista Apartments (1M) 15,818 1.22 120 The Chase Apartments (1M) 13,016 1.22 121 Avalon Apartments (1M) 11,235 1.22 122 Point Breeze Apartments 547,059 1.23 123 Hidden Oaks Apartments 559,043 1.29 124 El Monte Shopping Center 631,232 1.49 125 Casa Real Apartments 739,704 1.80 126 The Plaza Apartments 548,641 1.23 127 Washington Square Shopping Center 604,841 1.32 128 Beechnut Village Shopping Center 570,056 1.26 129 Anaheim Mobile Estates 1,066,183 2.12 130 Westridge Marketplace 579,649 1.36 131 McGehee Park Apartments 581,919 1.38 132 Cypress Center 665,545 1.48 133 Best Western - Miramar 687,180 1.50 134 Garden City Tower 496,918 1.28 135 Tradewinds Apartments 498,188 1.22 136 Highland Country Estates 484,851 1.25 137 The Highlands Apartments 475,549 1.20 138 8800 Roswell Road Office Park 482,887 1.29 139 Turf Mobile Manor 481,420 1.30 140 Oakwood Village Apartments 471,787 1.34 141 La Salle Crossing Apartments 475,639 1.36 142 Wynnewood Greens Apartments 541,572 1.55 143 Comfort Inn - Augusta 548,923 1.45 144 220 Jackson Street 437,254 1.27 145 Weis Plaza 449,669 1.34 146 75 Canton Office Park 455,536 1.35 147 Capital Heights Shopping Center (2) 434,860 1.33 148 Emerald Center 445,362 1.30 149 NationsBank Office Building 431,307 1.29 150 Pecos Trail Office Compound, Phase III 433,858 1.33 151 HealthSouth Medical Plaza 423,083 1.29 152 Hampton Inn - Louisville 579,335 1.73 153 Holiday Inn - Augusta 477,293 1.41 154 Nassau Bay Village Apartments 364,960 1.33 155 West Knoll Apartments 445,452 1.38 156 Best Western - San Mateo Los Prados Inn 727,130 2.21 157 Parkway Shopping Center 574,285 1.91 158 1600 Congress Street/343 Forest Avenue 403,631 1.26 159 Scenic View Apartments 368,041 1.23 160 Mustang Crossing Apartments 420,999 1.46 161 Meadow Crossing Apartments 420,003 1.36 162 Owens Corning Manufacturing Warehouse 510,106 1.23 163 Daley Square 370,324 1.27 164 Old Florida Plaza 445,295 1.55 165 Arrowhead Creekside Center 374,659 1.31 166 Holiday Inn - Clovis 513,692 1.57 167 3005 Peachtree Road 369,592 1.29 168 Hampton Inn - Columbus East 514,830 1.59 169 Newport Towers 352,225 1.28 170 Mont Michel Apartments 372,101 1.23 171 Soniat House Hotel 554,252 1.83 172 Fairview Market 433,800 1.70 173 Montclaire Apartments 348,169 1.32 174 Embassy Building 368,622 1.39 175 Park Terrace Apartments 325,995 1.27 176 Westheimer Plaza Shopping Center 352,648 1.30 177 129-133 West 29th Street 416,079 1.49 178 Woodspear/Vista Flores Apartments 348,761 1.40 179 Clarendon CVS 329,100 1.25 180 A Storage Place Phases I & II 377,669 1.43 181 135 Raritan Center Parkway 323,126 1.27 182 The Treasury Center 397,937 1.46 183 Crescent View Apartments 292,116 1.23 184 Comfort Suites Intercontinental Plaza 424,486 1.57 185 Cottonwood Medical & Dental Center 353,696 1.43 186 Blue Bell Shopping Center 300,882 1.30 187 Sun Plaza 344,508 1.45 188 Kirkland Business Center 449,765 1.80 189 Colima Plaza 366,496 1.50 190 Kmart - Columbus 312,809 1.33 191 Briarwood Mobile Home Park 290,154 1.29 192 Ohio Valley Nursing Home 563,206 2.25 193 Forest Edge Apartments 313,927 1.38 194 Sonora Crossroads 299,570 1.33 195 Crystal Springs Apartments 292,557 1.27 196 Chateau Park Apartments 297,866 1.41 197 Scottsdale Air Park 280,568 1.30 198 Preston Royal Office Park 315,172 1.40 199 Regent Place Office Building 314,678 1.41 200 Dale Terrace Apartments 294,777 1.41 201 Woodside Apartments 318,602 1.56 202 Virginia Dare Office Building 282,806 1.32 203 Rustic Ridge Apartments 279,782 1.33 204 Heritage Square Retail Center 298,736 1.37 205 Kessel Food Market - Flushing (1N) 159,590 1.35 206 Kessel Food Market - Grand Blanc (1N) 133,227 1.35 207 178-188 Middle Street 292,036 1.28 208 350 Raritan Center Parkway 273,720 1.23 209 El San Juan Mobile Home Park 272,419 1.38 210 Meadowood Apartments 244,160 1.24 211 Country Club Corner Retail Center 272,618 1.33 212 Vagabond Apartments 278,009 1.28 213 Esprit Office Building 252,920 1.27 214 Mission Plaza 264,817 1.36 215 Broussard Village Shopping Center 263,371 1.37 216 Another Attic Self Storage 280,485 1.37 217 Raintree Apartments 237,937 1.27 218 Jeffco Plaza 267,682 1.36 219 Ramada Inn - Chatsworth 338,463 1.69 220 Preston Plaza 242,605 1.28 221 U.S. Storage Centers 260,564 1.41 222 Comfort Inn - San Jose 372,009 1.83 223 A-1 Mini Storage 262,336 1.45 224 Sandpiper Apartments 227,867 1.36 225 Plantation Xtra Storage 306,072 1.66 226 Perimeter Plaza Shopping Center 242,247 1.35 227 Red Oak Apartments (1O) 86,299 1.35 228 Diplomat Apartments (1O) 43,181 1.35 229 Waterston Apartments (1O) 35,673 1.35 230 Montage Apartments (1O) 35,408 1.35 231 Melroy Apartments (1O) 24,828 1.35 232 Envoy Apartments (1O) 19,929 1.35 233 Sixth & Gass Office Building 215,076 1.25 234 Rancho Los Amigos 217,667 1.35 235 Savemart Shopping Center 210,856 1.26 236 Glenwood Apartments 203,774 1.26 237 Georgian Court/Woodside Apartments 225,450 1.28 238 Everhart Place Apartments 199,205 1.27 239 West 34th Self Storage 232,631 1.38 240 Regency Apartments 220,809 1.30 241 Corona Industrial Center 216,099 1.37 242 North American/Lazy "R" Manufactured Housing Communities 244,310 1.55 243 Harmony Mobile Home Park 220,645 1.45 244 Dunshire Gardens Apartments (1P) 133,417 1.51 245 Alpine Gardens Apartments (1P) 54,077 1.51 246 Delvale Apartments (1P) 64,007 1.51 247 The Northwest Medical Plaza Shopping Center 228,709 1.40 248 Kingsley Business Center 214,748 1.36 249 OfficeMax 246,631 1.43 250 Rutherford Place 198,105 1.31 251 The Woods II Office Buildings 202,939 1.37 252 Greenville Avenue B & G 206,857 1.30 253 Boulder Ridge Apartments 187,349 1.31 254 Spring Gardens Apartments 218,823 1.50 255 The Admiral Apartments & The Drake Apartments 213,442 1.53 256 Heritage Apartments 172,550 1.21 257 Montgomery Village Executive Plaza Phase I 276,882 1.52 258 Orchard Lake Mini-Storage 203,019 1.41 259 Parker Road Retail 209,970 1.50 260 Smith Shopping Center 163,982 1.32 261 Rivermont Park 253,943 1.82 262 SecurCare of Colorado Springs 192,640 1.47 263 Free Street Office Building 186,379 1.36 264 Maple Valley Plaza 183,482 1.28 265 Crestview Apartments 174,196 1.27 266 Cedar Lakes Apartments 158,316 1.38 267 Rose Garden Apartments 173,097 1.30 268 Kmart - Charleston 167,043 1.34 269 Edelweiss Apartments 156,852 1.28 270 The Wachler Building 173,417 1.28 271 CTC II Building 152,668 1.28 272 Autumn Ridge Apartments 161,000 1.24 273 Diversey & Sheffield Plaza 158,307 1.32 274 The Pinger Building 145,708 1.26 275 Elden Professional Building 170,918 1.41 276 Orangetree Apartments 151,362 1.44 277 Silver Cliff Apartments 145,518 1.25 278 Granada Plaza 153,212 1.29 279 Summitwood Village Apartments 149,762 1.46 280 2221 Lee Road Office Building 134,438 1.30 281 All American Mini Storage 183,661 1.70 282 201 Commonwealth Court 130,483 1.23 283 Olde Oaks Apartments 125,693 1.23 284 Bouganvillas Apartments 118,691 1.32 285 Martin Mobile Home Park 133,943 1.33 286 Ellendale Place Apartments 123,813 1.22 287 Kessel Food Market - Saginaw 119,599 1.26 288 Talbot Center 121,269 1.25 289 Circle K Mobile Home Park 110,024 1.26 290 Strawberry Hill Apartments 114,423 1.21 291 McGeordan Apartments 119,818 1.28 292 Camel Toe Plaza Shopping Center 116,384 1.24 293 Washington Park Offices 135,512 1.36 294 Denway Circle Apartments 118,669 1.42 295 Oxford Village Apartments 104,151 1.24 296 Space Saver #8 Self-Storage Facility 128,504 1.40 297 Food City Retail Center 108,216 1.24 298 Meadowood I Apartments 107,665 1.31 299 Windy Hill Apartments 107,515 1.20 300 Northgate Plaza 108,504 1.21 301 Lone Mountain Mobile Home Park 109,295 1.41 302 Ogden Apartments 123,700 1.46 303 Oak Lawn Square 102,991 1.23 304 Flat Iron Building 145,571 1.47 305 Baymar Apartments 112,488 1.32 306 Texas City Medical Office Building (1Q) 70,488 1.32 307 Hollyvale Apartments (1Q) 47,932 1.32 308 Grandin Village Apartments 100,707 1.21 309 Riverview Estates Mobile Home Park 105,946 1.35 310 Tree Top Apartments 92,404 1.23 311 871 Islington Street 105,920 1.44 312 Westwood Apartments 103,941 1.33 313 Territorial Village (1R) 70,305 1.49 314 Telshor Tower Plaza (1R) 31,926 1.49 315 Congress Building 88,581 1.30 316 Continental House Apartments 80,957 1.26 317 Affordable Self Storage 88,634 1.36 318 Iroquois Apartments 80,121 1.25 319 Bay Palm Apartments 69,272 1.21 320 969 & 971 Amsterdam Avenue 90,728 1.42 321 59-15 55th Street 86,226 1.38 322 Chesterfield/Eula Apartments 80,585 1.28 323 Carillon Retail Center 76,486 1.26 324 Pine Street Apartments & Blossom Street Apartments 80,219 1.25 325 Penn State Office Building 67,061 1.23 326 Autumn Run Apartments 65,116 1.21 327 Pullman Park Apartments 72,566 1.39 328 Spanish Oaks Apartments 69,594 1.40 329 Ballenger Manor Apartments 71,150 1.39 330 Allen Avenue Apartments 81,836 1.64 331 Skyline Mall 91,460 1.68 332 James Road Medical Center 66,809 1.29 333 Rebecca Apartments 65,632 1.20 334 The Homestead Apartments 62,363 1.28 335 Corona Avenue Apartments 65,314 1.23 336 Sandstone Apartments 55,549 1.41 337 Lynn Villa Apartments 50,987 1.27 338 Savannah Apartments 48,797 1.29 339 Vienna Terrace Apartments 47,979 1.27 340 Alexandria Apartments - CO 47,132 1.57 341 Boynton Vista Apartments 33,778 1.21 342 Navarro Crossing Apartments 38,729 1.45 343 Kordis Apartments 38,301 1.69 ------------ ---- Total/Weighted Average $180,886,274 1.34x ============ ==== Maximum: $ 7,507,540 2.25x Minimum: $ 11,235 1.20x
(1A) A Single Mortgage Note secured by Arbor Lake Club Apartments, The Parkview Apartments - FL, Heron's Cove Apartments and Horizons North Apartments, respectively. (1B) A Single Mortgage Note secured by Sterling Point Apartments, Sandridge Apartments, and Woodscape Apartments, respectively. (1C) The Mortgage Loans secured by Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage, Stone Fort Land - The Krystal Office Building, Stone Fort Land - Riverside Center, Stone Fort Land - Harrison Direct Warehouse, and Stone Fort Land - Tennessee American Water Company Office Building, respectively, are cross-collateralized and cross-defaulted. (1D) The Mortgage Loans secured by Cherry Creek Retirement Village and Remington Heights Retirement Community, respectively, are cross-collateralized and cross-defaulted. (1E) A Single Mortgage Note secured by Two University Plaza, 800-900 Lanidex Plaza and 140 Littleton Road, respectively. (1F) A Single Mortgage Note secured by River Haven Mobile Home Park and Knollwood Estates Mobile Home Park, respectively. (1G) A Single Mortgage Note secured by U-Haul - Rusfield, U-Haul - San Clemente, U-Haul - East Colonial and U-Haul - MacArthur Park, respectively. (1H) A Single Mortgage Note secured by U-Haul - Dublin, U-Haul - Northridge, U-Haul - Orange Park and U-Haul - Tulsa, respectively. (1I) The Mortgage Loans secured by Willow Springs Shopping Center, Villa Shopping Center and Crystal Gardens Shopping Center, respectively, are cross-collateralized and cross-defaulted. (1J) A Single Mortgage Note secured by U-Haul - Margate, U-Haul - Copperfield, U-Haul - Hampton, U-Haul - Lodi, respectively. (1K) A Single Mortgage Note secured by 1384-1450 Park Avenue, Rojacks Supermarket/CVS Pharmacy and Trucchi's Supermarket, respectively. (1L) The Mortgage Loans secured by 929 Pearl Street and 2005 Tenth Street, respectively, are cross-collateralized and cross-defaulted. (1M) A Single Mortgage Note secured by The Villas of Buena Vista Apartments, The Parkview Apartments - TX, Madras Apartments, Alexandria Apartments - TX, Sandia Park, 4300 Travis Apartments, Vista Quarters Condos, 3131 Armstrong Condominiums, The Essex, 4431 Travis Street Apartments, 4432 Buena Vista Apartments, The Annex Apartments, 4319 Buena Vista Apartments, The Chase Apartments and Avalon Apartments, respectively. (1N) A Single Mortgage Note secured by Kessel Food Market- Flushing and Kessel Food Market-Grand Blanc, respectively. (1O) The Mortgage Loans secured by Red Oak Apartments, Diplomat Apartments, Waterston Apartments, Montage Apartments, Melroy Apartments and Envoy Apartments, respectively, are cross-collateralized and cross-defaulted. (1P) The Mortgage Loans secured by Dunshire Gardens Apartments, Alpine Gardens Apartments and Delvale Apartments, respectively, are cross-collateralized and cross-defaulted. (1Q) The Mortgage Loans secured by Texas City Medical Office Building and Hollyvale Apartments, respectively, are cross-collateralized and cross-defaulted. (1R) The Mortgage Loans secured by Territorial Village and Telshor Tower Plaza, respectively, are cross-collateralized and cross-defaulted. (2) The Mortgage Loan secured by Capital Heights Shopping Center has an interest only period of 24 months from origination and thereafter is scheduled to amortize over 360 months with the payment presented reflecting the amount due during the amortization term. (3) Does not include any Mortgage Loans secured by hotel properties. (4) DSCR is based on the amount of the monthly payments presented. In the case of cross-collateralized and cross-defaulted Mortgage Loans the combined DSCR is presented for each and every related Mortgage Loan. Multifamily Schedule
Utilities Cut-off Date Tenant Number of # Property Name Balance (2) Pays Elevators - - ------------- ----------- ---- --------- 2 Arbor Lake Club Apartments (1A) $30,100,000 Electric 5 3 The Parkview Apartments - FL (1A) 9,550,000 Electric 0 4 Heron's Cove Apartments (1A) 9,500,000 None 0 5 Horizons North Apartments (1A) 8,850,000 None 0 7 Sterling Point Apartments (1B) 20,751,731 Electric 0 8 Sandridge Apartments (1B) 15,099,893 Electric 0 9 Woodscape Apartments (1B) 10,112,736 Electric 0 16 The Boardwalk 24,917,000 Electric 0 26 Highland Falls Apartments 21,259,030 Electric/Gas/Water 0 27 Rancho Ocaso 15,591,171 Electric 0 29 Sage Crossing Apartments 15,230,469 Electric 0 32 Sundance Village Apartments 13,799,510 Water 0 35 Cole Spring Plaza 13,054,552 None 4 37 Pines of Westbury 12,940,243 Electric 0 41 Colesville Towers 12,457,514 None 4 42 North Pointe Apartments 11,209,320 Electric 0 47 Pinewood Apartments 10,516,842 Electric/Gas 0 52 Park Knolls Apartments 10,193,814 Electric/Gas 0 60 The Shadowbrook Apartments 9,397,777 Electric 0 65 Hazelcrest Place 9,063,117 Electric 3 73 Tivoli Apartments 8,195,550 Electric/Water/Sewer 0 79 Carrollton Place Apartments 7,990,665 Electric/Gas 0 80 Welshwood Apartments 7,934,876 Electric 3 82 Park Ridge Apartments 7,846,481 Electric 0 91 Country Corners Apartments 7,033,257 Electric/Gas 0 93 Pleasant Run Apartments 6,880,000 Electric 0 94 Chalet Apartments & Commercial Plaza 6,829,146 Electric 0 97 Pacific Isle Apartments 6,450,000 Electric/Gas 0 98 Sunset Crest Apartments 6,450,000 Electric/Gas 0 99 Skyline Apartments 6,449,163 Electric 0 106 Pickwick Apartments 5,389,808 Electric/Gas 0 107 The Villas of Buena Vista Apartments (1M) 770,576 Electric 0 108 The Parkview Apartments - TX (1M) 545,300 Electric 0 109 Madras Apartments (1M) 528,900 None 0 110 Alexandria Apartments - TX (1M) 506,300 Electric 0 111 Sandia Park (1M) 459,000 None 0 112 4300 Travis Apartments (1M) 428,000 Electric 0 113 Vista Quarters Condos (1M) 373,500 Electric/Gas/Water 0 114 3131 Armstrong Condominiums (1M) 365,200 Electric/Gas 0 115 The Essex (1M) 350,000 None 0 116 4431 Travis Street Apartments (1M) 208,000 Electric 0 117 4432 Buena Vista Apartments (1M) 201,171 Electric 0 118 The Annex Apartments (1M) 195,050 Electric/Gas 0 119 4319 Buena Vista Apartments (1M) 141,100 Electric 0 120 The Chase Apartments (1M) 121,049 None 0 121 Avalon Apartments (1M) 106,854 Electric 0 122 Point Breeze Apartments 5,297,180 Electric/Water/Sewer 0 123 Hidden Oaks Apartments 5,296,933 None 0 125 Casa Real Apartments 5,211,823 None 0 126 The Plaza Apartments 5,154,834 Electric/Gas 0 131 McGehee Park Apartments 4,997,349 Electric 0 134 Garden City Tower 4,869,438 Electric 2 135 Tradewinds Apartments 4,797,522 Electric 0 137 The Highlands Apartments 4,697,499 None 0 140 Oakwood Village Apartments 4,237,646 Electric 0 141 La Salle Crossing Apartments 4,224,857 Electric 0 142 Wynnewood Greens Apartments 4,137,687 Electric/Gas 0 154 Nassau Bay Village Apartments 3,556,849 Electric 0 155 West Knoll Apartments 3,539,842 Electric 0 159 Scenic View Apartments 3,462,847 Electric/Gas 0 160 Mustang Crossing Apartments 3,398,262 Electric 0 161 Meadow Crossing Apartments 3,397,009 Electric 0 169 Newport Towers 3,198,419 Electric 2 170 Mont Michel Apartments 3,196,067 None 0 173 Montclaire Apartments 3,145,935 Electric 0 175 Park Terrace Apartments 3,080,000 Electric/Gas 0 178 Woodspear/Vista Flores Apartments 3,000,000 Electric/Gas 0 183 Crescent View Apartments 2,807,555 Electric 0 193 Forest Edge Apartments 2,637,527 Electric 0 195 Crystal Springs Apartments 2,547,757 None 0 196 Chateau Park Apartments 2,546,642 Electric 1 200 Dale Terrace Apartments 2,470,616 Electric 0 201 Woodside Apartments 2,463,812 Electric 0 203 Rustic Ridge Apartments 2,433,802 Electric/Gas/Water/Sewer 0 210 Meadowood Apartments 2,368,000 Electric/Gas 0 212 Vagabond Apartments 2,320,687 Electric 0 217 Raintree Apartments 2,176,570 Electric/Gas/Water/Sewer 0 224 Sandpiper Apartments 1,998,932 Electric 0 227 Red Oak Apartments (1O) 673,100 Electric 0 228 Diplomat Apartments (1O) 383,916 Electric/Gas 0 229 Waterston Apartments (1O) 279,212 Electric 0 230 Montage Apartments (1O) 263,257 Electric/Gas 0 231 Melroy Apartments (1O) 214,395 Electric/Gas 0 232 Envoy Apartments (1O) 174,507 Electric/Gas 0 236 Glenwood Apartments 1,880,000 Electric 0 237 Georgian Court/Woodside Apartments 1,844,000 None 0 238 Everhart Place Apartments 1,839,060 Electric 0 240 Regency Apartments 1,830,000 Electric/Gas 1 244 Dunshire Gardens Apartments (1P) 1,057,999 Electric/Gas 0 245 Alpine Gardens Apartments (1P) 399,245 Electric/Gas 0 246 Delvale Apartments (1P) 339,358 Electric/Gas 0 253 Boulder Ridge Apartments 1,610,052 Electric 0 254 Spring Gardens Apartments 1,600,000 Electric/Water 0 255 The Admiral Apartments & The Drake Apartments 1,548,349 None 4 256 Heritage Apartments 1,522,171 Electric 0 265 Crestview Apartments 1,431,223 Electric 0 266 Cedar Lakes Apartments 1,427,185 Electric 0 267 Rose Garden Apartments 1,422,357 Electric 0 269 Edelweiss Apartments 1,392,010 Electric 0 272 Autumn Ridge Apartments 1,323,711 Electric 0 276 Orangetree Apartments 1,273,404 Electric/Gas 0 277 Silver Cliff Apartments 1,268,921 Electric/Gas 1 279 Summitwood Village Apartments 1,235,453 Electric/Oil 0 283 Olde Oaks Apartments 1,097,943 Electric 0 284 Bouganvillas Apartments 1,076,073 Electric 0 286 Ellendale Place Apartments 1,060,000 Electric/Gas 0 290 Strawberry Hill Apartments 1,000,000 Electric/Gas 0 291 McGeordan Apartments 997,334 None 0 294 Denway Circle Apartments 968,844 Electric 0 295 Oxford Village Apartments 948,938 Electric/Gas/Water 0 298 Meadowood I Apartments 935,000 Electric/Gas 0 299 Windy Hill Apartments 930,000 Electric/Gas 0 302 Ogden Apartments 900,000 Electric/Gas 0 305 Baymar Apartments 888,390 Electric 0 307 Hollyvale Apartments (1Q) 333,950 Electric 0 308 Grandin Village Apartments 880,000 Electric 0 310 Tree Top Apartments 799,362 None 0 312 Westwood Apartments 796,059 Electric/Gas/Water 0 316 Continental House Apartments 688,149 Electric/Gas 0 318 Iroquois Apartments 667,494 Electric 0 319 Bay Palm Apartments 653,700 Electric 0 320 969 & 971 Amsterdam Avenue 649,551 Electric 0 322 Chesterfield/Eula Apartments 635,485 Electric 0 324 Pine Street Apartments & Blossom Street Apartments 625,000 Electric/Gas 0 326 Autumn Run Apartments 576,541 Electric 0 327 Pullman Park Apartments 571,924 Electric 0 328 Spanish Oaks Apartments 556,884 Electric 0 329 Ballenger Manor Apartments 551,542 Electric 0 330 Allen Avenue Apartments 532,745 Electric/Gas 0 333 Rebecca Apartments 516,867 Electric 0 334 The Homestead Apartments 500,000 Electric/Gas 1 335 Corona Avenue Apartments 497,360 Electric/Gas 0 336 Sandstone Apartments 447,445 Electric 0 337 Lynn Villa Apartments 414,286 Electric 0 338 Savannah Apartments 394,304 Electric 0 339 Vienna Terrace Apartments 371,285 None 0 340 Alexandria Apartments - CO 314,444 None 0 341 Boynton Vista Apartments 298,486 Electric 0 342 Navarro Crossing Apartments 272,574 Electric 0 343 Kordis Apartments 248,667 Electric 0
Subject Subject Subject Subject Subject Studio Studio Studio 1 BR 1 BR # Property Name Units Avg. Rent Max. Rent Units Avg. Rent - - ------------- ----- --------- --------- ----- --------- 2 Arbor Lake Club Apartments (1A) N/A N/A N/A 482 $663 3 The Parkview Apartments - FL (1A) N/A N/A N/A N/A N/A 4 Heron's Cove Apartments (1A) 36 $420 $455 116 $495 5 Horizons North Apartments (1A) N/A N/A N/A 24 $720 7 Sterling Point Apartments (1B) N/A N/A N/A 679 $407 8 Sandridge Apartments (1B) N/A N/A N/A 260 $478 9 Woodscape Apartments (1B) 48 $325 $325 388 $370 16 The Boardwalk N/A N/A N/A 175 $1,182 26 Highland Falls Apartments N/A N/A N/A 62 $576 27 Rancho Ocaso N/A N/A N/A 96 $693 29 Sage Crossing Apartments N/A N/A N/A 144 $423 32 Sundance Village Apartments N/A N/A N/A N/A N/A 35 Cole Spring Plaza 122 $635 $635 104 $813 37 Pines of Westbury N/A N/A N/A 184 $372 41 Colesville Towers 53 $625 $625 121 $795 42 North Pointe Apartments N/A N/A N/A 162 $468 47 Pinewood Apartments 40 $437 $479 112 $504 52 Park Knolls Apartments N/A N/A N/A 46 $478 60 The Shadowbrook Apartments N/A N/A N/A 64 $516 65 Hazelcrest Place N/A N/A N/A 183 $635 73 Tivoli Apartments N/A N/A N/A 12 $555 79 Carrollton Place Apartments N/A N/A N/A N/A N/A 80 Welshwood Apartments 9 $471 $505 144 $574 82 Park Ridge Apartments N/A N/A N/A 494 $290 91 Country Corners Apartments 2 $392 $409 68 $452 93 Pleasant Run Apartments N/A N/A N/A 144 $479 94 Chalet Apartments & Commercial Plaza N/A N/A N/A 176 $506 97 Pacific Isle Apartments 2 $600 $600 40 $619 98 Sunset Crest Apartments 3 $595 $600 44 $621 99 Skyline Apartments N/A N/A N/A 110 $479 106 Pickwick Apartments N/A N/A N/A 32 $468 107 The Villas of Buena Vista Apartments (1M) N/A N/A N/A N/A N/A 108 The Parkview Apartments - TX (1M) N/A N/A N/A 16 $605 109 Madras Apartments (1M) N/A N/A N/A 7 $663 110 Alexandria Apartments - TX (1M) N/A N/A N/A 24 $515 111 Sandia Park (1M) 8 $411 $425 8 $578 112 4300 Travis Apartments (1M) N/A N/A N/A N/A N/A 113 Vista Quarters Condos (1M) N/A N/A N/A N/A N/A 114 3131 Armstrong Condominiums (1M) N/A N/A N/A 10 $685 115 The Essex (1M) N/A N/A N/A 16 $505 116 4431 Travis Street Apartments (1M) N/A N/A N/A 7 $668 117 4432 Buena Vista Apartments (1M) N/A N/A N/A 8 $550 118 The Annex Apartments (1M) N/A N/A N/A N/A N/A 119 4319 Buena Vista Apartments (1M) N/A N/A N/A 4 $692 120 The Chase Apartments (1M) N/A N/A N/A 5 $596 121 Avalon Apartments (1M) N/A N/A N/A 4 $638 122 Point Breeze Apartments N/A N/A N/A 97 $479 123 Hidden Oaks Apartments N/A N/A N/A 80 $385 125 Casa Real Apartments N/A N/A N/A 52 $368 126 The Plaza Apartments 6 $504 $525 102 $506 131 McGehee Park Apartments N/A N/A N/A 76 $390 134 Garden City Tower N/A N/A N/A 151 $625 135 Tradewinds Apartments N/A N/A N/A 72 $411 137 The Highlands Apartments N/A N/A N/A 60 $386 140 Oakwood Village Apartments N/A N/A N/A 61 $412 141 La Salle Crossing Apartments 32 $341 $425 108 $396 142 Wynnewood Greens Apartments N/A N/A N/A 94 $401 154 Nassau Bay Village Apartments N/A N/A N/A 62 $489 155 West Knoll Apartments N/A N/A N/A 48 $605 159 Scenic View Apartments N/A N/A N/A 16 $460 160 Mustang Crossing Apartments N/A N/A N/A 120 $341 161 Meadow Crossing Apartments N/A N/A N/A 151 $454 169 Newport Towers 3 $440 $440 76 $506 170 Mont Michel Apartments 6 $377 $385 114 $409 173 Montclaire Apartments N/A N/A N/A 69 $426 175 Park Terrace Apartments N/A N/A N/A N/A N/A 178 Woodspear/Vista Flores Apartments N/A N/A N/A N/A N/A 183 Crescent View Apartments 20 $440 $475 34 $499 193 Forest Edge Apartments 28 $337 $368 92 $398 195 Crystal Springs Apartments N/A N/A N/A 38 $546 196 Chateau Park Apartments 2 $385 $390 68 $452 200 Dale Terrace Apartments N/A N/A N/A 10 $473 201 Woodside Apartments N/A N/A N/A 136 $296 203 Rustic Ridge Apartments N/A N/A N/A N/A N/A 210 Meadowood Apartments N/A N/A N/A N/A N/A 212 Vagabond Apartments N/A N/A N/A 51 $705 217 Raintree Apartments N/A N/A N/A N/A N/A 224 Sandpiper Apartments N/A N/A N/A 24 $473 227 Red Oak Apartments (1O) N/A N/A N/A 38 $439 228 Diplomat Apartments (1O) N/A N/A N/A 13 $590 229 Waterston Apartments (1O) N/A N/A N/A 16 $446 230 Montage Apartments (1O) N/A N/A N/A 14 $488 231 Melroy Apartments (1O) N/A N/A N/A 12 $447 232 Envoy Apartments (1O) N/A N/A N/A 10 $466 236 Glenwood Apartments N/A N/A N/A 40 $511 237 Georgian Court/Woodside Apartments 71 $328 $400 36 $538 238 Everhart Place Apartments N/A N/A N/A 16 $425 240 Regency Apartments N/A N/A N/A 53 $462 244 Dunshire Gardens Apartments (1P) N/A N/A N/A 8 $449 245 Alpine Gardens Apartments (1P) 2 $333 $335 7 $393 246 Delvale Apartments (1P) N/A N/A N/A 5 $393 253 Boulder Ridge Apartments N/A N/A N/A 57 $387 254 Spring Gardens Apartments 1 $400 $400 24 $435 255 The Admiral Apartments & The Drake Apartments N/A N/A N/A 45 $458 256 Heritage Apartments 1 $615 $615 41 $745 265 Crestview Apartments N/A N/A N/A 63 $603 266 Cedar Lakes Apartments 10 $279 $285 76 $324 267 Rose Garden Apartments 10 $590 $645 30 $688 269 Edelweiss Apartments 1 N/A N/A 21 $489 272 Autumn Ridge Apartments N/A N/A N/A 63 $347 276 Orangetree Apartments N/A N/A N/A N/A N/A 277 Silver Cliff Apartments N/A N/A N/A 68 $354 279 Summitwood Village Apartments N/A N/A N/A N/A N/A 283 Olde Oaks Apartments N/A N/A N/A 36 $297 284 Bouganvillas Apartments N/A N/A N/A N/A N/A 286 Ellendale Place Apartments 2 $500 $500 N/A N/A 290 Strawberry Hill Apartments N/A N/A N/A 48 $369 291 McGeordan Apartments N/A N/A N/A 3 $410 294 Denway Circle Apartments N/A N/A N/A 32 $444 295 Oxford Village Apartments N/A N/A N/A 8 $446 298 Meadowood I Apartments N/A N/A N/A 44 $386 299 Windy Hill Apartments 8 $281 $290 2 $350 302 Ogden Apartments 12 $377 $400 23 $458 305 Baymar Apartments N/A N/A N/A 2 $373 307 Hollyvale Apartments (1Q) N/A N/A N/A 6 $310 308 Grandin Village Apartments N/A N/A N/A 24 $345 310 Tree Top Apartments 9 $366 $485 29 $566 312 Westwood Apartments N/A N/A N/A N/A N/A 316 Continental House Apartments N/A N/A N/A 16 $333 318 Iroquois Apartments 3 $375 $375 N/A N/A 319 Bay Palm Apartments N/A N/A N/A 22 $557 320 969 & 971 Amsterdam Avenue N/A N/A N/A N/A N/A 322 Chesterfield/Eula Apartments N/A N/A N/A 4 $254 324 Pine Street Apartments & Blossom Street Apartments N/A N/A N/A 4 $493 326 Autumn Run Apartments N/A N/A N/A 2 $530 327 Pullman Park Apartments N/A N/A N/A 40 $279 328 Spanish Oaks Apartments N/A N/A N/A 32 $467 329 Ballenger Manor Apartments N/A N/A N/A N/A N/A 330 Allen Avenue Apartments N/A N/A N/A 10 $469 333 Rebecca Apartments N/A N/A N/A 12 $326 334 The Homestead Apartments 3 $210 $210 55 $271 335 Corona Avenue Apartments N/A N/A N/A 6 $579 336 Sandstone Apartments 9 $305 $305 28 $391 337 Lynn Villa Apartments N/A N/A N/A 20 $365 338 Savannah Apartments N/A N/A N/A 9 $303 339 Vienna Terrace Apartments N/A N/A N/A 6 $395 340 Alexandria Apartments - CO N/A N/A N/A 7 $448 341 Boynton Vista Apartments N/A N/A N/A N/A N/A 342 Navarro Crossing Apartments N/A N/A N/A N/A N/A 343 Kordis Apartments N/A N/A N/A N/A N/A
Subject Subject Subject Subject Subject 1 BR 2 BR 2 BR 2 BR 3 BR # Property Name Max. Rent Units Avg. Rent Max. Rent Units - - ------------- --------- ----- --------- --------- ----- 2 Arbor Lake Club Apartments (1A) $720 230 $790 $835 N/A 3 The Parkview Apartments - FL (1A) N/A 208 $733 $740 N/A 4 Heron's Cove Apartments (1A) $525 152 $599 $635 20 5 Horizons North Apartments (1A) $805 228 $838 $945 24 7 Sterling Point Apartments (1B) $505 243 $575 $690 N/A 8 Sandridge Apartments (1B) $550 228 $576 $700 16 9 Woodscape Apartments (1B) $465 108 $529 $610 N/A 16 The Boardwalk $1,360 73 $1,431 $1,670 N/A 26 Highland Falls Apartments $620 206 $670 $740 146 27 Rancho Ocaso $820 144 $816 $925 40 29 Sage Crossing Apartments $437 380 $537 $622 64 32 Sundance Village Apartments N/A 166 $717 $800 138 35 Cole Spring Plaza $813 41 $1,085 $1,085 N/A 37 Pines of Westbury $400 549 $448 $600 207 41 Colesville Towers $795 70 $1,037 $1,050 10 42 North Pointe Apartments $485 136 $580 $595 130 47 Pinewood Apartments $594 204 $601 $669 24 52 Park Knolls Apartments $525 304 $523 $770 N/A 60 The Shadowbrook Apartments $540 192 $609 $680 N/A 65 Hazelcrest Place $637 52 $687 $730 6 73 Tivoli Apartments $589 40 $714 $740 80 79 Carrollton Place Apartments N/A N/A N/A N/A N/A 80 Welshwood Apartments $696 72 $645 $779 N/A 82 Park Ridge Apartments $425 71 $422 $750 N/A 91 Country Corners Apartments $514 194 $504 $583 21 93 Pleasant Run Apartments $555 96 $593 $655 N/A 94 Chalet Apartments & Commercial Plaza $575 70 $662 $745 N/A 97 Pacific Isle Apartments $650 78 $741 $780 18 98 Sunset Crest Apartments $650 86 $737 $895 9 99 Skyline Apartments $655 208 $442 $655 N/A 106 Pickwick Apartments $510 84 $652 $700 36 107 The Villas of Buena Vista Apartments (1M) N/A 14 $1,077 $1,300 N/A 108 The Parkview Apartments - TX (1M) $850 N/A N/A N/A N/A 109 Madras Apartments (1M) $700 7 $804 $875 N/A 110 Alexandria Apartments - TX (1M) $525 N/A N/A N/A N/A 111 Sandia Park (1M) $600 4 $713 $850 N/A 112 4300 Travis Apartments (1M) N/A 7 $979 $1,100 N/A 113 Vista Quarters Condos (1M) N/A 6 $996 $1,050 N/A 114 3131 Armstrong Condominiums (1M) $725 N/A N/A N/A N/A 115 The Essex (1M) $550 N/A N/A N/A N/A 116 4431 Travis Street Apartments (1M) $700 N/A N/A N/A N/A 117 4432 Buena Vista Apartments (1M) $600 N/A N/A N/A N/A 118 The Annex Apartments (1M) N/A 4 $831 $850 N/A 119 4319 Buena Vista Apartments (1M) $700 N/A N/A N/A N/A 120 The Chase Apartments (1M) $625 N/A N/A N/A N/A 121 Avalon Apartments (1M) $700 N/A N/A N/A N/A 122 Point Breeze Apartments $575 71 $603 $705 24 123 Hidden Oaks Apartments $409 80 $409 $469 80 125 Casa Real Apartments $449 153 $405 $619 20 126 The Plaza Apartments $625 47 $608 $640 N/A 131 McGehee Park Apartments $405 132 $458 $515 20 134 Garden City Tower $625 19 $743 $743 N/A 135 Tradewinds Apartments $440 152 $478 $515 N/A 137 The Highlands Apartments $495 116 $514 $615 8 140 Oakwood Village Apartments $425 143 $469 $575 N/A 141 La Salle Crossing Apartments $475 92 $432 $595 N/A 142 Wynnewood Greens Apartments $500 111 $451 $565 2 154 Nassau Bay Village Apartments $560 64 $638 $850 N/A 155 West Knoll Apartments $645 52 $685 $760 N/A 159 Scenic View Apartments $460 140 $495 $525 N/A 160 Mustang Crossing Apartments $380 88 $452 $500 24 161 Meadow Crossing Apartments $525 26 $623 $670 N/A 169 Newport Towers $520 38 $637 $775 18 170 Mont Michel Apartments $440 36 $566 $585 1 173 Montclaire Apartments $445 52 $526 $545 4 175 Park Terrace Apartments N/A 53 $792 $825 11 178 Woodspear/Vista Flores Apartments N/A 88 $592 $635 N/A 183 Crescent View Apartments $550 51 $633 $763 N/A 193 Forest Edge Apartments $458 12 $532 $582 N/A 195 Crystal Springs Apartments $590 59 $617 $680 3 196 Chateau Park Apartments $475 52 $570 $600 N/A 200 Dale Terrace Apartments $475 126 $552 $710 N/A 201 Woodside Apartments $550 57 $299 $505 1 203 Rustic Ridge Apartments N/A 20 $447 $495 64 210 Meadowood Apartments N/A 24 $929 $960 20 212 Vagabond Apartments $755 N/A N/A N/A N/A 217 Raintree Apartments N/A 62 $535 $585 10 224 Sandpiper Apartments $500 42 $580 $600 N/A 227 Red Oak Apartments (1O) $450 N/A N/A N/A N/A 228 Diplomat Apartments (1O) $735 N/A N/A N/A N/A 229 Waterston Apartments (1O) $450 N/A N/A N/A N/A 230 Montage Apartments (1O) $530 N/A N/A N/A N/A 231 Melroy Apartments (1O) $495 N/A N/A N/A N/A 232 Envoy Apartments (1O) $495 N/A N/A N/A N/A 236 Glenwood Apartments $635 20 $639 $725 N/A 237 Georgian Court/Woodside Apartments $845 18 $823 $850 4 238 Everhart Place Apartments $425 75 $507 $550 13 240 Regency Apartments $545 15 $641 $685 N/A 244 Dunshire Gardens Apartments (1P) $450 40 $497 $530 N/A 245 Alpine Gardens Apartments (1P) $415 14 $436 $455 N/A 246 Delvale Apartments (1P) $400 34 $419 $450 N/A 253 Boulder Ridge Apartments $420 25 $454 $490 1 254 Spring Gardens Apartments $450 54 $533 $600 N/A 255 The Admiral Apartments & The Drake Apartments $600 28 $597 $850 N/A 256 Heritage Apartments $887 N/A N/A N/A N/A 265 Crestview Apartments $660 N/A N/A N/A N/A 266 Cedar Lakes Apartments $350 17 $375 $419 N/A 267 Rose Garden Apartments $765 N/A N/A N/A N/A 269 Edelweiss Apartments $535 28 $591 $640 N/A 272 Autumn Ridge Apartments $355 35 $445 $445 1 276 Orangetree Apartments N/A 30 $537 $575 9 277 Silver Cliff Apartments $400 21 $471 $510 N/A 279 Summitwood Village Apartments N/A 39 $723 $775 N/A 283 Olde Oaks Apartments $370 62 $374 $425 5 284 Bouganvillas Apartments N/A 23 $761 $780 N/A 286 Ellendale Place Apartments N/A 20 $977 $1,150 N/A 290 Strawberry Hill Apartments $415 28 $495 $520 8 291 McGeordan Apartments $410 18 $573 $620 15 294 Denway Circle Apartments $850 32 $487 $850 N/A 295 Oxford Village Apartments $475 32 $497 $545 N/A 298 Meadowood I Apartments $415 10 $552 $591 N/A 299 Windy Hill Apartments $375 20 $446 $450 11 302 Ogden Apartments $500 9 $547 $600 N/A 305 Baymar Apartments $385 41 $488 $550 N/A 307 Hollyvale Apartments (1Q) $310 32 $382 $400 N/A 308 Grandin Village Apartments $365 30 $390 $425 6 310 Tree Top Apartments $625 N/A N/A N/A N/A 312 Westwood Apartments N/A 40 $463 $480 N/A 316 Continental House Apartments $345 28 $425 $560 N/A 318 Iroquois Apartments N/A 21 $640 $640 N/A 319 Bay Palm Apartments $575 N/A N/A N/A N/A 320 969 & 971 Amsterdam Avenue N/A 6 $724 $816 6 322 Chesterfield/Eula Apartments $260 45 $311 $350 N/A 324 Pine Street Apartments & Blossom Street Apartments $495 17 $589 $670 2 326 Autumn Run Apartments $530 36 $528 $550 N/A 327 Pullman Park Apartments $300 12 $408 $425 N/A 328 Spanish Oaks Apartments $490 N/A N/A N/A N/A 329 Ballenger Manor Apartments N/A 33 $474 $495 N/A 330 Allen Avenue Apartments $510 12 $588 $595 1 333 Rebecca Apartments $340 22 $395 $450 16 334 The Homestead Apartments $311 8 $329 $341 N/A 335 Corona Avenue Apartments $600 6 $775 $875 N/A 336 Sandstone Apartments $395 20 $446 $495 N/A 337 Lynn Villa Apartments $385 16 $471 $490 N/A 338 Savannah Apartments $335 20 $433 $638 N/A 339 Vienna Terrace Apartments $420 18 $494 $530 N/A 340 Alexandria Apartments - CO $575 8 $541 $650 N/A 341 Boynton Vista Apartments N/A 12 $572 $585 N/A 342 Navarro Crossing Apartments N/A 32 $400 $400 N/A 343 Kordis Apartments N/A 15 $450 $450 N/A
Subject Subject Subject Subject Subject 3 BR 3 BR 4 BR 4 BR 4 BR # Property Name Avg. Rent Max. Rent Units Avg. Rent Max. Rent - - ------------- --------- --------- ----- --------- --------- 2 Arbor Lake Club Apartments (1A) N/A N/A N/A N/A N/A 3 The Parkview Apartments - FL (1A) N/A N/A N/A N/A N/A 4 Heron's Cove Apartments (1A) $765 $765 N/A N/A N/A 5 Horizons North Apartments (1A) $883 $945 N/A N/A N/A 7 Sterling Point Apartments (1B) N/A N/A N/A N/A N/A 8 Sandridge Apartments (1B) $775 $805 N/A N/A N/A 9 Woodscape Apartments (1B) N/A N/A N/A N/A N/A 16 The Boardwalk N/A N/A N/A N/A N/A 26 Highland Falls Apartments $779 $810 32 $902 $975 27 Rancho Ocaso $993 $1,100 N/A N/A N/A 29 Sage Crossing Apartments $704 $715 N/A N/A N/A 32 Sundance Village Apartments $813 $960 N/A N/A N/A 35 Cole Spring Plaza N/A N/A N/A N/A N/A 37 Pines of Westbury $596 $730 N/A N/A N/A 41 Colesville Towers $1,225 $1,225 N/A N/A N/A 42 North Pointe Apartments $665 $685 N/A N/A N/A 47 Pinewood Apartments $721 $769 N/A N/A N/A 52 Park Knolls Apartments N/A N/A N/A N/A N/A 60 The Shadowbrook Apartments N/A N/A N/A N/A N/A 65 Hazelcrest Place $658 $658 N/A N/A N/A 73 Tivoli Apartments $917 $945 12 $1,185 $1,240 79 Carrollton Place Apartments N/A N/A 84 $1,175 $1,230 80 Welshwood Apartments N/A N/A N/A N/A N/A 82 Park Ridge Apartments N/A N/A N/A N/A N/A 91 Country Corners Apartments $620 $656 N/A N/A N/A 93 Pleasant Run Apartments N/A N/A N/A N/A N/A 94 Chalet Apartments & Commercial Plaza N/A N/A N/A N/A N/A 97 Pacific Isle Apartments $927 $960 N/A N/A N/A 98 Sunset Crest Apartments $864 $895 N/A N/A N/A 99 Skyline Apartments N/A N/A N/A N/A N/A 106 Pickwick Apartments $755 $760 N/A N/A N/A 107 The Villas of Buena Vista Apartments (1M) N/A N/A N/A N/A N/A 108 The Parkview Apartments - TX (1M) N/A N/A N/A N/A N/A 109 Madras Apartments (1M) N/A N/A N/A N/A N/A 110 Alexandria Apartments - TX (1M) N/A N/A N/A N/A N/A 111 Sandia Park (1M) N/A N/A N/A N/A N/A 112 4300 Travis Apartments (1M) N/A N/A N/A N/A N/A 113 Vista Quarters Condos (1M) N/A N/A N/A N/A N/A 114 3131 Armstrong Condominiums (1M) N/A N/A N/A N/A N/A 115 The Essex (1M) N/A N/A N/A N/A N/A 116 4431 Travis Street Apartments (1M) N/A N/A N/A N/A N/A 117 4432 Buena Vista Apartments (1M) N/A N/A N/A N/A N/A 118 The Annex Apartments (1M) N/A N/A N/A N/A N/A 119 4319 Buena Vista Apartments (1M) N/A N/A N/A N/A N/A 120 The Chase Apartments (1M) N/A N/A N/A N/A N/A 121 Avalon Apartments (1M) N/A N/A N/A N/A N/A 122 Point Breeze Apartments $688 $705 N/A N/A N/A 123 Hidden Oaks Apartments $489 $514 N/A N/A N/A 125 Casa Real Apartments $588 $645 N/A N/A N/A 126 The Plaza Apartments N/A N/A N/A N/A N/A 131 McGehee Park Apartments $564 $585 N/A N/A N/A 134 Garden City Tower N/A N/A N/A N/A N/A 135 Tradewinds Apartments N/A N/A N/A N/A N/A 137 The Highlands Apartments $714 $730 N/A N/A N/A 140 Oakwood Village Apartments N/A N/A N/A N/A N/A 141 La Salle Crossing Apartments N/A N/A N/A N/A N/A 142 Wynnewood Greens Apartments $688 $700 N/A N/A N/A 154 Nassau Bay Village Apartments N/A N/A N/A N/A N/A 155 West Knoll Apartments N/A N/A N/A N/A N/A 159 Scenic View Apartments N/A N/A N/A N/A N/A 160 Mustang Crossing Apartments $546 $585 N/A N/A N/A 161 Meadow Crossing Apartments N/A N/A N/A N/A N/A 169 Newport Towers $757 $825 N/A N/A N/A 170 Mont Michel Apartments $1,200 $1,200 N/A N/A N/A 173 Montclaire Apartments $665 $665 N/A N/A N/A 175 Park Terrace Apartments $979 $995 N/A N/A N/A 178 Woodspear/Vista Flores Apartments N/A N/A N/A N/A N/A 183 Crescent View Apartments N/A N/A N/A N/A N/A 193 Forest Edge Apartments N/A N/A N/A N/A N/A 195 Crystal Springs Apartments $665 $665 N/A N/A N/A 196 Chateau Park Apartments N/A N/A N/A N/A N/A 200 Dale Terrace Apartments N/A N/A N/A N/A N/A 201 Woodside Apartments $415 $415 N/A N/A N/A 203 Rustic Ridge Apartments $536 $595 N/A N/A N/A 210 Meadowood Apartments $1,059 $1,125 N/A N/A N/A 212 Vagabond Apartments N/A N/A N/A N/A N/A 217 Raintree Apartments $644 $669 N/A N/A N/A 224 Sandpiper Apartments N/A N/A N/A N/A N/A 227 Red Oak Apartments (1O) N/A N/A N/A N/A N/A 228 Diplomat Apartments (1O) N/A N/A N/A N/A N/A 229 Waterston Apartments (1O) N/A N/A N/A N/A N/A 230 Montage Apartments (1O) N/A N/A N/A N/A N/A 231 Melroy Apartments (1O) N/A N/A N/A N/A N/A 232 Envoy Apartments (1O) N/A N/A N/A N/A N/A 236 Glenwood Apartments N/A N/A N/A N/A N/A 237 Georgian Court/Woodside Apartments $880 $880 N/A N/A N/A 238 Everhart Place Apartments $620 $625 N/A N/A N/A 240 Regency Apartments N/A N/A N/A N/A N/A 244 Dunshire Gardens Apartments (1P) N/A N/A N/A N/A N/A 245 Alpine Gardens Apartments (1P) N/A N/A N/A N/A N/A 246 Delvale Apartments (1P) N/A N/A N/A N/A N/A 253 Boulder Ridge Apartments $750 $750 N/A N/A N/A 254 Spring Gardens Apartments N/A N/A N/A N/A N/A 255 The Admiral Apartments & The Drake Apartments N/A N/A 3 $1,323 $1,500 256 Heritage Apartments N/A N/A N/A N/A N/A 265 Crestview Apartments N/A N/A N/A N/A N/A 266 Cedar Lakes Apartments N/A N/A N/A N/A N/A 267 Rose Garden Apartments N/A N/A N/A N/A N/A 269 Edelweiss Apartments N/A N/A N/A N/A N/A 272 Autumn Ridge Apartments $465 $465 N/A N/A N/A 276 Orangetree Apartments $704 $725 N/A N/A N/A 277 Silver Cliff Apartments N/A N/A N/A N/A N/A 279 Summitwood Village Apartments N/A N/A N/A N/A N/A 283 Olde Oaks Apartments $513 $550 N/A N/A N/A 284 Bouganvillas Apartments N/A N/A N/A N/A N/A 286 Ellendale Place Apartments N/A N/A N/A N/A N/A 290 Strawberry Hill Apartments $599 $610 N/A N/A N/A 291 McGeordan Apartments $595 $595 N/A N/A N/A 294 Denway Circle Apartments N/A N/A N/A N/A N/A 295 Oxford Village Apartments N/A N/A N/A N/A N/A 298 Meadowood I Apartments N/A N/A N/A N/A N/A 299 Windy Hill Apartments $550 $850 N/A N/A N/A 302 Ogden Apartments N/A N/A N/A N/A N/A 305 Baymar Apartments N/A N/A N/A N/A N/A 307 Hollyvale Apartments (1Q) N/A N/A N/A N/A N/A 308 Grandin Village Apartments $431 $440 N/A N/A N/A 310 Tree Top Apartments N/A N/A N/A N/A N/A 312 Westwood Apartments N/A N/A N/A N/A N/A 316 Continental House Apartments N/A N/A N/A N/A N/A 318 Iroquois Apartments N/A N/A N/A N/A N/A 319 Bay Palm Apartments N/A N/A N/A N/A N/A 320 969 & 971 Amsterdam Avenue $685 $1,000 8 $665 $1,000 322 Chesterfield/Eula Apartments N/A N/A N/A N/A N/A 324 Pine Street Apartments & Blossom Street Apartments $700 $750 N/A N/A N/A 326 Autumn Run Apartments N/A N/A N/A N/A N/A 327 Pullman Park Apartments N/A N/A N/A N/A N/A 328 Spanish Oaks Apartments N/A N/A N/A N/A N/A 329 Ballenger Manor Apartments N/A N/A N/A N/A N/A 330 Allen Avenue Apartments $500 $500 N/A N/A N/A 333 Rebecca Apartments $468 $510 N/A N/A N/A 334 The Homestead Apartments N/A N/A N/A N/A N/A 335 Corona Avenue Apartments N/A N/A N/A N/A N/A 336 Sandstone Apartments N/A N/A N/A N/A N/A 337 Lynn Villa Apartments N/A N/A N/A N/A N/A 338 Savannah Apartments N/A N/A N/A N/A N/A 339 Vienna Terrace Apartments N/A N/A N/A N/A N/A 340 Alexandria Apartments - CO N/A N/A N/A N/A N/A 341 Boynton Vista Apartments N/A N/A N/A N/A N/A 342 Navarro Crossing Apartments N/A N/A N/A N/A N/A 343 Kordis Apartments N/A N/A N/A N/A N/A
(1A) A Single Mortgage Note secured by Arbor Lake Club Apartments, The Parkview Apartments - FL, Heron's Cove Apartments and Horizons North Apartments, respectively. (1B) A Single Mortgage Note secured by Sterling Point Apartments, Sandridge Apartments, and Woodscape Apartments, respectively. (1M) A Single Mortgage Note secured by The Villas of Buena Vista Apartments, The Parkview Apartments - TX, Madras Apartments, Alexandria Apartments - TX, Sandia Park, 4300 Travis Apartments, Vista Quarters Condos, 3131 Armstrong Condominiums, The Essex, 4431 Travis Street Apartments, 4432 Buena Vista Apartments, The Annex Apartments, 4319 Buena Vista Apartments, The Chase Apartments and Avalon Apartments, respectively. (1O) The Mortgage Loans secured by Red Oak Apartments, Diplomat Apartments, Waterston Apartments, Montage Apartments, Melroy Apartments and Envoy Apartments, respectively, are cross-collateralized and cross-defaulted. (1P) The Mortgage Loans secured by Dunshire Gardens Apartments, Alpine Gardens Apartments and Delvale Apartments, respectively, are cross-collateralized and cross-defaulted. (1Q) The Mortgage Loans secured by Texas City Medical Office Building and Hollyvale Apartments, respectively, are cross-collateralized and cross-defaulted. (2) Assumes a Cut-off Date of June 1, 1999. EXHIBIT A-2 MORTGAGE POOL INFORMATION See this Exhibit for tables titled: Mortgage Rates Mortgage Loans by Amortization Type Cut-off Date Balances Loan Group Cut-off Date Balances Original Amortization Terms Original Terms to Stated Maturity Remaining Amortization Terms Remaining Terms to Stated Maturity Year Built/Year Renovated Occupancy Rates at Underwriting Underwritten Debt Service Coverage Ratios Cut-off Date Loan-to-Value Ratios Mortgage Loans by State Mortgage Loan Seller Mortgage Loans by Property Type Mortgage Loans by Property Sub-Type Prepayment Provision as of the Cut-off Date Prepayment Option Mortgage Pool Prepayment Profile A-2-1 [THIS PAGE INTENTIONALLY LEFT BLANK] Mortgage Rates
Weighted Weighted Number of Percentage of Average Weighted Average Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Mortgage Rates Loans Balance (1) Balance Rate U/W DSCR LTV Ratio - -------------------------------------------------------------------------------------------------------------------------------- 6.600% - 6.749% 2 $9,445,629 0.6% 6.604% 1.70x 52.3% 6.750% - 6.999% 15 115,406,178 7.4% 6.902% 1.43 75.8% 7.000% - 7.249% 19 124,415,992 8.0% 7.144% 1.39 72.6% 7.250% - 7.499% 40 241,266,877 15.6% 7.387% 1.31 75.6% 7.500% - 7.999% 168 806,493,355 52.0% 7.774% 1.32 73.3% 8.000% - 9.310% 99 253,404,623 16.3% 8.200% 1.37 70.2% ----------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% =====================================================================================================
Maximum Mortgage Rate: 9.310% Minimum Mortgage Rate: 6.600% Wtd. Avg. Mortgage Rate: 7.661% (1) Assumes a Cut-off Date of 6/1/99. Mortgage Loans by Amortization Type
Weighted Weighted Number of Percentage of Average Weighted Average Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Loan Type Loans Balance (1) Balance Rate U/W DSCR LTV Ratio - ----------------------------------------------------------------------------------------------------------------------------------- Balloon 305 $1,268,826,436 81.8% 7.704% 1.34x 73.3% ARD 22 234,644,968 15.1% 7.490% 1.33 74.3% Fully Amortizing 16 46,961,250 3.0% 7.356% 1.51 64.0% ----------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% =====================================================================================================
(1) Assumes a Cut-off Date of 6/1/99. Cut-off Date Balances
Weighted Weighted Number of Percentage of Average Weighted Average Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Cut-off Date Balances Loans Balance (1) Balance Rate U/W DSCR LTV Ratio - ---------------------------------------------------------------------------------------------------------------------------------- $106,854 - 749,999 55 $24,201,455 1.6% 8.097% 1.32x 67.8% 750,000 - 1,249,999 37 36,607,882 2.4% 8.057% 1.32 70.9% 1,250,000 - 1,999,999 56 91,379,913 5.9% 7.822% 1.38 70.0% 2,000,000 - 2,999,999 48 120,056,076 7.7% 7.839% 1.40 70.9% 3,000,000 - 3,999,999 39 133,833,441 8.6% 7.751% 1.42 70.0% 4,000,000 - 4,999,999 17 77,083,906 5.0% 7.561% 1.34 73.5% 5,000,000 - 5,999,999 14 75,591,151 4.9% 7.526% 1.45 70.1% 6,000,000 - 9,999,999 41 329,689,133 21.3% 7.634% 1.35 73.4% 10,000,000 - 14,999,999 20 245,252,622 15.8% 7.402% 1.34 75.1% 15,000,000 - 19,999,999 5 78,039,057 5.0% 7.519% 1.30 76.3% 20,000,000 - 24,999,999 7 158,716,390 10.2% 7.526% 1.28 75.4% 25,000,000 - $67,944,452 4 179,981,629 11.6% 7.937% 1.28 74.5% ------------------------------------------------------------------------------------------------ Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ================================================================================================
Maximum Cut-off Date Balance: $67,944,452 Minimum Cut-off Date Balance: $106,854 Average Cut-off Date Balance: $4,520,212 (1) Assumes a Cut-off Date of 6/1/99. Loan Group Cut-off Date Balances (1)
Weighted Weighted Number of Percentage of Average Weighted Average Range of Loan Group Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Cut-off Date Balances (1) Loans Balance (2) Balance Rate U/W DSCR LTV Ratio - --------------------------------------------------------------------------------------------------------------------------------- $248,667 - 749,999 29 $15,307,572 1.0% 8.212% 1.34x 65.5% 750,000 - 1,249,999 35 34,136,643 2.2% 8.076% 1.32 70.2% 1,250,000 - 1,999,999 47 76,236,217 4.9% 7.834% 1.37 69.8% 2,000,000 - 2,999,999 44 109,387,092 7.1% 7.858% 1.40 70.7% 3,000,000 - 3,999,999 35 120,172,615 7.8% 7.753% 1.42 70.0% 4,000,000 - 4,999,999 13 59,331,668 3.8% 7.543% 1.35 73.1% 5,000,000 - 5,999,999 15 80,891,151 5.2% 7.550% 1.43 70.6% 6,000,000 - 9,999,999 38 300,440,693 19.4% 7.624% 1.37 72.9% 10,000,000 - 14,999,999 19 232,753,200 15.0% 7.397% 1.34 75.9% 15,000,000 - 19,999,999 3 46,209,281 3.0% 7.533% 1.30 79.2% 20,000,000 - 24,999,999 8 185,585,535 12.0% 7.647% 1.27 74.5% 25,000,000 - $67,944,452 6 289,980,989 18.7% 7.760% 1.29 74.0% ------------------------------------------------------------------------------------------------ Total/Weighted Average: 292 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ================================================================================================
Maximum Loan Group Cut-off Date Balance: $67,944,452 Minimum Loan Group Cut-off Date Balance: $248,667 Average Loan Group Cut-off Date Balance: $5,309,701 (1) Presents each group of cross-collateralized Mortgage Loans as a single Mortgage Loan. (2) Assumes a Cut-off Date of 6/1/99. Original Amortization Terms
Weighted Weighted Range of Number of Percentage of Average Weighted Average Original Amortization Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Terms (Months) Loans Balance (1) Balance Rate U/W DSCR LTV Ratio - --------------------------------------------------------------------------------------------------------------------------- 156 - 239 2 $4,870,309 0.3% 7.582% 1.32x 61.4% 240 - 299 27 54,770,726 3.5% 7.550% 1.59 59.7% 300 - 313 134 233,748,741 15.1% 7.919% 1.44 67.5% 314 - 360 180 1,257,042,879 81.1% 7.618% 1.32 74.8% ---------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ==============================================================================================
Maximum Original Amortization Term (Months): 360 Minimum Original Amortization Term (Months): 156 Wtd. Avg. Original Amortization Term (Months): 346 (1) Assumes a Cut-off Date of 6/1/99. Original Terms to Stated Maturity (1)
Weighted Weighted Range of Number of Percentage of Average Weighted Average Original Terms Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date to Maturity (Months) Loans Balance (2) Balance Rate U/W DSCR LTV Ratio - ------------------------------------------------------------------------------------------------------------------------- 60 - 108 6 $34,362,517 2.2% 7.542% 1.40x 73.3% 109 - 120 301 1,378,527,200 88.9% 7.714% 1.34 73.3% 121 - 204 18 75,002,524 4.8% 7.126% 1.39 74.7% 205 - 300 18 62,540,414 4.0% 7.206% 1.47 67.3% --------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% =============================================================================================
Maximum Original Term to Maturity (Months): 300 Minimum Original Term to Maturity (Months): 60 Wtd. Avg. Original Term to Maturity (Months): 127 (1) In the case of ARD Loans, the Anticipated Repayment Date is assumed to be the maturity date for the purposes of the table. (2) Assumes a Cut-off Date of 6/1/99. Remaining Amortization Terms
Weighted Weighted Range of Number of Percentage of Average Weighted Average Remaining Amortization Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Terms (Months) Loans Balance (1) Balance Rate U/W DSCR LTV Ratio - ----------------------------------------------------------------------------------------------------------------------------------- 145 - 239 25 $49,423,927 3.2% 7.480% 1.58x 58.3% 240 - 299 88 165,456,848 10.7% 7.857% 1.46 67.1% 300 - 313 50 78,509,000 5.1% 8.048% 1.42 68.3% 314 - 360 180 1,257,042,879 81.1% 7.618% 1.32 74.8% -------------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ========================================================================================================
Maximum Remaining Amortization Term (Months): 360 Minimum Remaining Amortization Term (Months): 145 Wtd. Avg. Remaining Amortization Term (Months): 344 (1) Assumes a Cut-off Date of 6/1/99. Remaining Terms to Stated Maturity (1)
Weighted Weighted Range of Number of Percentage of Average Weighted Average Remaining Terms Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date to Maturity (Months) Loans Balance (2) Balance Rate U/W DSCR LTV Ratio - ----------------------------------------------------------------------------------------------------------------------------------- 52 - 108 8 $53,853,288 3.5% 7.324% 1.43x 72.6% 109 - 120 299 1,359,036,428 87.7% 7.725% 1.33 73.4% 121 - 204 18 75,002,524 4.8% 7.126% 1.39 74.7% 205 - 300 18 62,540,414 4.0% 7.206% 1.47 67.3% -------------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ========================================================================================================
Maximum Remaining Term to Maturity (Months): 300 Minimum Remaining Term to Maturity (Months): 52 Wtd. Avg. Remaining Term to Maturity (Months): 124 (1) In the case of ARD Loans, the Anticipated Repayment Date is assumed to be the maturity date for the purposes of the table. (2) Assumes a Cut-off Date of 6/1/99. Years Built/Years Renovated (1)
Weighted Weighted Number of Percentage of Average Weighted Average Range of Years Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Built/Renovated Loans Balance (2) Balance Rate U/W DSCR LTV Ratio - ----------------------------------------------------------------------------------------------------------------------------------- 1911 - 1960 6 $6,004,749 0.4% 8.050% 1.43x 64.6% 1961 - 1970 23 33,431,073 2.2% 7.806% 1.47 67.4% 1971 - 1980 30 106,096,850 6.8% 7.491% 1.38 73.6% 1981 - 1990 98 452,386,326 29.2% 7.690% 1.34 72.3% 1991 - 1999 186 952,513,656 61.4% 7.659% 1.34 73.8% ------------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% =======================================================================================================
Maximum Year Built/Renovated: 1999 Minimum Year Built/Renovated: 1911 Wtd. Avg. Year Built/Renovated: 1991 (1) Year Built/Renovated reflects the later of the Year Built or the Year Renovated. (2) Assumes a Cut-off Date of 6/1/99. Occupancy Rates at Underwriting
Weighted Weighted Number of Percentage of Average Weighted Average Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Occupancy Rates at U/W Loans (1) Balance (2) Balance Rate U/W DSCR LTV Ratio - ----------------------------------------------------------------------------------------------------------------------------------- 73.0% - 79.9% 8 $19,108,178 1.2% 7.867% 1.40x 69.2% 80.0% - 89.9% 29 113,200,936 7.3% 7.545% 1.37 69.4% 90.0% - 94.9% 50 271,888,350 17.5% 7.585% 1.34 75.1% 95.0% - 100.0% 241 1,080,901,130 69.7% 7.659% 1.32 73.9% ---------------------------------------------------------------------------------------------------- Total/Weighted Average: 328 $1,485,098,595 95.8% 7.640% 1.33x 73.7% ====================================================================================================
Maximum Occupancy Rate at U/W: 100.0% Minimum Occupancy Rate at U/W: 73.0% Wtd. Avg. Occupancy Rate at U/W: 96.0% (1) Does not include any Mortgage Loans secured by hotel properties. (2) Assumes a Cut-off Date of 6/1/99. Underwriting Debt Service Coverage Ratios
Weighted Weighted Number of Percentage of Average Weighted Average Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date U/W DSCRs Loans Balance(1) Balance Rate U/W DSCR LTV Ratio - ----------------------------------------------------------------------------------------------------------------------------------- 1.20x - 1.29 142 $730,826,332 47.1% 7.742% 1.25x 75.5% 1.30 - 1.39 100 485,895,551 31.3% 7.598% 1.34 73.5% 1.40 - 1.49 53 165,811,612 10.7% 7.513% 1.44 70.3% 1.50 - 1.59 25 83,206,265 5.4% 7.679% 1.54 71.1% 1.60 - 2.25x 23 84,692,893 5.5% 7.596% 1.80 58.4% ---------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ====================================================================================================
Maximum Underwriting DSCR: 2.25x Minimum Underwriting DSCR: 1.20x Wtd. Avg. Underwriting DSCR: 1.34x (1) Assumes a Cut-off Date of 6/1/99. Cut-off Date Loan-to-Value Ratios
Weighted Weighted Number of Percentage of Average Weighted Average Range of Cut-off Date Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Loan-to-Value Ratios Loans Balance(1) Balance Rate U/W DSCR LTV Ratio - --------------------------------------------------------------------------------------------------------------------------------- 30.60% - 50.00% 10 $29,244,310 1.9% 7.855% 1.85x 39.9% 50.01% - 60.00% 20 42,947,640 2.8% 7.910% 1.51 55.8% 60.01% - 70.00% 95 335,451,712 21.6% 7.757% 1.39 66.7% 70.01% - 75.00% 92 382,106,956 24.6% 7.617% 1.33 73.0% 75.01% - 80.00% 122 729,713,594 47.1% 7.627% 1.30 78.2% 80.01% - 82.70% 4 30,968,442 2.0% 7.436% 1.31 81.3% -------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ==================================================================================================
Maximum Cut-off Date LTV Ratio: 82.7% Minimum Cut-off Date LTV Ratio: 30.6% Wtd. Avg. Cut-off Date LTV Ratio: 73.2% (1) Assumes a Cut-off Date of 6/1/99. Mortgage Loans by State
Weighted Weighted Number of Percentage of Average Weighted Average Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date State Loans Balance(1) Balance Rate U/W DSCR LTV Ratio - --------------------------------------------------------------------------------------------------------------------------------- California 46 $283,496,521 18.3% 7.729% 1.35x 71.1% Texas 83 260,363,210 16.8% 7.521% 1.35 72.5% Florida 27 201,145,736 13.0% 7.822% 1.28 77.5% Colorado 18 65,155,027 4.2% 7.786% 1.36 70.3% New York 8 58,408,212 3.8% 7.820% 1.35 66.6% Georgia 9 53,173,244 3.4% 7.615% 1.26 76.3% Nevada 7 53,032,131 3.4% 7.170% 1.40 77.6% New Jersey 10 49,919,397 3.2% 7.933% 1.25 72.6% Pennsylvania 7 48,741,127 3.1% 7.678% 1.34 77.1% Tennessee 8 48,125,654 3.1% 7.487% 1.29 72.8% Maryland 8 43,330,619 2.8% 7.444% 1.40 72.0% Massachusetts 5 40,154,102 2.6% 7.800% 1.27 78.9% Arizona 13 39,993,358 2.6% 7.454% 1.43 72.1% Michigan 13 37,074,226 2.4% 7.298% 1.28 76.2% Ohio 15 36,404,479 2.3% 7.568% 1.40 74.5% Delaware 3 34,670,928 2.2% 7.590% 1.40 78.4% Nebraska 3 25,420,139 1.6% 7.615% 1.32 75.8% Virginia 6 21,030,412 1.4% 7.875% 1.30 75.6% Connecticut 4 18.355,066 1.2% 7.744% 1.27 77.5% North Carolina 4 18,281,966 1.2% 7.263% 1.48 74.4% Maine 6 15,466,050 1.0% 8.149% 1.37 65.1% Washington 3 14,833,861 1.0% 8.062% 1.63 50.3% Alabama 2 13,633,608 0.9% 7.811% 1.35 68.9% South Carolina 4 11,972,933 0.8% 7.517% 1.52 71.0% Louisiana 4 11,099,190 0.7% 7.729% 1.50 68.8% New Mexico 4 7,848,098 0.5% 8.201% 1.45 68.4% Alaska 1 6,478,558 0.4% 7.750% 1.73 64.8% Rhode Island 1 4,148,631 0.3% 6.970% 1.30 78.9% West Virginia 2 4,049,500 0.3% 8.160% 1.93 67.8% Illinois 3 3,672,099 0.2% 7.789% 1.30 72.6% New Hampshire 4 3,399,418 0.2% 7.958% 1.37 64.0% District of Columbia 1 3,094,676 0.2% 7.710% 1.39 66.4% Oklahoma 2 3,074,129 0.2% 7.940% 1.47 68.0% Minnesota 1 2,546,642 0.2% 7.390% 1.41 75.1% Indiana 2 2,483,349 0.2% 8.113% 1.45 72.6% Iowa 1 1,797,547 0.1% 7.940% 1.55 79.2% Kansas 1 1,427,185 0.1% 7.000% 1.38 73.6% Missouri 2 1,213,276 0.1% 8.448% 1.29 51.7% Wyoming 1 974,276 0.1% 8.450% 1.24 74.9% Montana 1 970,603 0.1% 8.250% 1.36 47.3% ------------------------------------------------------------------------------------------------ Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ================================================================================================
(1) Assumes a Cut-off Date of 6/1/99. Mortgage Loan Seller
Weighted Weighted Number of Percentage of Average Weighted Average Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Mortgage Loan Seller Loans Balance(1) Balance Rate U/W DSCR LTV Ratio - --------------------------------------------------------------------------------------------------------------------------------- GECA 121 $705,832,233 45.5% 7.583% 1.34x 74.0% Column 176 577,442,259 37.2% 7.750% 1.33 71.5% GSMC (Archon) 46 267,158,163 17.2% 7.676% 1.39 74.5% ----------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ===============================================================================================
(1) Assumes a Cut-off Date of 6/1/99. Mortgage Loans by Property Type
Weighted Weighted Number of Percentage of Average Weighted Average Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Property Type Loans Balance(1) Balance Rate U/W DSCR LTV Ratio - ----------------------------------------------------------------------------------------------------------------------------------- Retail 78 $551,427,063 35.6% 7.752% 1.32x 74.6% Multifamily 140 531,843,073 34.3% 7.423% 1.33 75.4% Office 42 180,949,415 11.7% 7.828% 1.33 69.1% Hotel 15 65,334,059 4.2% 8.143% 1.64 60.1% Manufactured Housing 16 59,820,561 3.9% 7.473% 1.38 73.7% Mixed Use 13 52,174,935 3.4% 7.736% 1.28 72.4% Self Storage 23 47,718,331 3.1% 7.953% 1.46 69.2% Industrial 13 34,303,216 2.2% 7.793% 1.36 69.7% Independent/Assisted Living 2 24,220,875 1.6% 7.750% 1.29 72.3% Healthcare 1 2,641,125 0.2% 8.230% 2.25 66.0% ------------------------------------------------------------------------------------------------ Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ================================================================================================
(1) Assumes a Cut-off Date of 6/1/99. Mortgage Loans by Property Sub-Type
Weighted Weighted Number of Percentage of Average Weighted Average Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Property Property Sub-Type Loans Balance(1) Balance Rate U/W DSCR LTV Ratio - ----------------------------------------------------------------------------------------------------------------------------------- Retail Anchored 47 $476,866,072 30.8% 7.751% 1.30x 75.7% Unanchored 31 74,560,991 4.8% 7.756% 1.40 67.7% - ----------------------------------------------------------------------------------------------------------------------------------- Total/Weighted Average: 78 $551,427,063 35.6% 7.752% 1.32x 74.6% ===================================================================================================================================
(1) Assumes a Cut-off Date of 6/1/99. Prepayment Provision as of the Cut-off Date
Weighted Weighted Average Average Remaining Remaining Weighted Range of Number of Percentage of Lockout Lockout Average Remaining Terms to Mortgage Cut-off Date Initial Pool Period Plus YM Period Maturity Stated Maturity (Years) (1) Loans Balance (2) Balance (Years) (Years) (Years) (1) - ----------------------------------------------------------------------------------------------------------------------------------- 4.0 - 4.9 1 $3,556,849 0.2% 4.1 4.1 4.3 6.0 - 6.9 5 30,805,668 2.0% 6.1 6.4 6.9 8.0 - 8.9 2 19,490,771 1.3% 7.4 8.5 8.8 9.0 - 9.9 207 922,152,428 59.5% 9.2 9.4 9.8 10.0 - 10.9 94 453,286,909 29.2% 9.5 9.7 10.0 12.0 - 12.9 1 5,930,478 0.4% 11.9 11.9 12.2 13.0 - 13.9 2 18,038,467 1.2% 7.5 13.6 13.9 14.0 - 14.9 13 34,630,670 2.2% 10.0 14.0 14.3 18.0 - 18.9 1 3,168,561 0.2% 18.7 18.7 18.9 19.0 - 19.9 12 39,247,128 2.5% 16.3 18.9 19.4 24.0 - 24.9 4 19,064,725 1.2% 11.7 23.9 24.2 25.0 - 25.9 1 1,060,000 0.1% 24.5 24.5 25.0 ----------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 9.5 10.0 10.4 =====================================================================================================
(1) In the case of the ARD Loans, the Anticipated Repayment Date is assumed to be the maturity date for the purposes of the table. (2) Assumes a Cut-off Date of 6/1/99. Prepayment Option
Weighted Weighted Average Average Remaining Remaining Weighted Percentage of Lockout Lockout Average Number of Cut-off Date Initial Period Plus YM Period Maturity Prepayment Option Loans Balance (1) Pool Balance (Years) (Years) (Years) (2) - ----------------------------------------------------------------------------------------------------------------------------------- Lockout / Defeasance 328 $1,449,620,687 93.5% 9.8 9.8 10.2 Lockout / Yield Maintenance 12 75,685,525 4.9% 4.9 14.1 14.4 Lockout /Defeasance / Yield Maintenance 3 25,126,442 1.6% 3.1 8.4 9.2 ----------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 9.5 10.0 10.4 =====================================================================================================
(1) Assumes a Cut-off Date of 6/1/99. (2) In the case of the ARD Loans, the Anticipated Repayment Date is assumed to be the maturity date for the purposes of the table. Mortgage Pool Prepayment Profile (1)
% of Pool Months Since Number of Outstanding % of Pool Yield % of Pool Date Cut-off Date Mortgage Loans Balance (mm) Lockout Maintenance Open Total - ----------------------------------------------------------------------------------------------------------------------------------- Jun-99 0 343 $1,550.4 100.0% 0.0% 0.0% 100.0% Jun-00 12 343 $1,536.3 100.0% 0.0% 0.0% 100.0% Jun-01 24 343 $1,520.7 100.0% 0.0% 0.0% 100.0% Jun-02 36 343 $1,503.8 99.3% 0.7% 0.0% 100.0% Jun-03 48 343 $1,485.6 96.7% 3.3% 0.0% 100.0% Jun-04 60 342 $1,462.9 95.2% 4.8% 0.0% 100.0% Jun-05 72 342 $1,441.7 95.3% 4.7% 0.0% 100.0% Jun-06 84 337 $1,390.3 93.8% 6.2% 0.0% 100.0% Jun-07 96 337 $1,366.1 93.8% 6.2% 0.0% 100.0% Jun-08 108 335 $1,323.2 92.8% 3.6% 3.6% 100.0% Jun-09 120 36 $107.8 56.8% 42.8% 0.3% 100.0% Jun-10 132 34 $92.3 62.9% 36.7% 0.4% 100.0% Jun-11 144 34 $88.3 58.0% 36.8% 5.2% 100.0% Jun-12 156 33 $80.0 60.8% 38.8% 0.3% 100.0% Jun-13 168 30 $61.0 52.2% 23.9% 23.9% 100.0% Jun-14 180 18 $34.9 69.9% 29.5% 0.6% 100.0% Jun-15 192 18 $31.7 70.4% 29.1% 0.5% 100.0% Jun-16 204 18 $28.3 70.9% 28.6% 0.5% 100.0% Jun-17 216 18 $24.7 71.6% 28.0% 0.3% 100.0% Jun-18 228 17 $18.8 67.6% 30.0% 2.4% 100.0% - -----------------------------------------------------------------------------------------------------------------------------------
(1) Assumes 0% CPR, no defaults, no extensions and ARD Loans pay in full on their Anticipated Repayment Dates. Otherwise based on "Maturity Assumptions" set forth in the Prospectus Supplement. EXHIBIT B FORM OF TRUSTEE REPORT B-1 [THIS PAGE INTENTIONALLY LEFT BLANK] DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 - -------------------------------------------------------------------------------- TRUSTEE REPORT Table of Contents ================================================================== STATEMENT SECTIONS PAGE(s) - ----------------- ------- Certificate Distribution Detail 2 Certificate Factor Detail 3 Reconciliation Detail 4 Other Required Information 5 Ratings Detail 6 Current Mortgage Loan and Property Stratification Tables 7-9 Mortgage Loan Detail 10 Principal Prepayment Detail 11 Historical Detail 12 Delinquency Loan Detail 13 Specially Serviced Loan Detail 14-15 Modified Loan Detail 16 Liquidated Loan Detail 17 ==================================================================
Underwriter Servicer Servicer Special Servicer ============================ ================================= ==================================== ======================= Donaldson, Lufkin & Jenrette Goldman, Sachs & Co. GE Capital Loan Services Inc. Securities Corporation 85 Broad Street 363 North Sam Houston Parkway, East 277 Park Avenue New York, New York 10004 Suite 1200 New York, NY 10172 Houston, TX 77060 Contact: N. Dante LaRocca Contact: Dan Sparks Contact: Shelly Shrimpton Contact: Phone Number: (212) 892-3000 Phone Number: (212) 902-2914 Phone Number: (281) 405-7087 Phone Number: ============================ ================================= ==================================== =======================
This report has been compiled from information provided to Norwest by various third parties, which may include the Servicer, Master Servicer, Special Servicer and others. Norwest has not independently confirmed the accuracy of information received from these third parties and assumes no duty to do so. Norwest expressly disclaims any responsibility for the accuracy or completeness of information furnished by third parties. - -------------------------------------------------------------------------------- Copyright 1997, Norwest Bank Minnesota, N.A. Page 1 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Certificate Distribution Detail
========================================================================================================================= Pass-Through Original Beginning Principal Interest Class CUSIP Rate Balance Balance Distribution Distribution ========================================================================================================================= A-1A 0.000000% 0.00 0.00 0.00 0.00 A-1B 0.000000% 0.00 0.00 0.00 0.00 A-2 0.000000% 0.00 0.00 0.00 0.00 A-3 0.000000% 0.00 0.00 0.00 0.00 A-4 0.000000% 0.00 0.00 0.00 0.00 B-1 0.000000% 0.00 0.00 0.00 0.00 B-2 0.000000% 0.00 0.00 0.00 0.00 B-3 0.000000% 0.00 0.00 0.00 0.00 B-4 0.000000% 0.00 0.00 0.00 0.00 B-5 0.000000% 0.00 0.00 0.00 0.00 B-6 0.000000% 0.00 0.00 0.00 0.00 B-7 0.000000% 0.00 0.00 0.00 0.00 B-8 0.000000% 0.00 0.00 0.00 0.00 C 0.000000% 0.00 0.00 0.00 0.00 D-1 0.000000% 0.00 0.00 0.00 0.00 D-2 0.000000% 0.00 0.00 0.00 0.00 R-I 0.000000% 0.00 0.00 0.00 0.00 R-II 0.000000% 0.00 0.00 0.00 0.00 R-III 0.000000% 0.00 0.00 0.00 0.00 ========================================================================================================================= Totals 0.00 0.00 0.00 0.00 ========================================================================================================================= =========================================================================================================== Realized Loss/ Current Prepayment Additional Trust Total Ending Subordination Class Penalties Fund Expenses Distribution Balance Level (1) =========================================================================================================== A-1A 0.00 0.00 0.00 0.00 0.00% A-1B 0.00 0.00 0.00 0.00 0.00% A-2 0.00 0.00 0.00 0.00 0.00% A-3 0.00 0.00 0.00 0.00 0.00% A-4 0.00 0.00 0.00 0.00 0.00% B-1 0.00 0.00 0.00 0.00 0.00% B-2 0.00 0.00 0.00 0.00 0.00% B-3 0.00 0.00 0.00 0.00 0.00% B-4 0.00 0.00 0.00 0.00 0.00% B-5 0.00 0.00 0.00 0.00 0.00% B-6 0.00 0.00 0.00 0.00 0.00% B-7 0.00 0.00 0.00 0.00 0.00% B-8 0.00 0.00 0.00 0.00 0.00% C 0.00 0.00 0.00 0.00 0.00% D-1 0.00 0.00 0.00 0.00 0.00% D-2 0.00 0.00 0.00 0.00 0.00% R-I 0.00 0.00 0.00 0.00 0.00% R-II 0.00 0.00 0.00 0.00 0.00% R-III 0.00 0.00 0.00 0.00 0.00% =========================================================================================================== Totals 0.00 0.00 0.00 0.00 ===========================================================================================================
==================================================================================================================================== Original Beginning Ending Pass-Through Notional Notional Interest Prepayment Total Notional Class CUSIP Rate Amount Amount Distribution Penalties Distribution Amount ==================================================================================================================================== S 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 ====================================================================================================================================
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending certificate balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A). Copyright 1997, Norwest Bank Minnesota, N.A. Page 2 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 - -------------------------------------------------------------------------------- Certificate Factor Detail
==================================================================================================================== Realized Loss/ Beginning Principal Interest Prepayment Additional Trust Ending Class CUSIP Balance Distribution Distribution Penalties Fund Expenses Balance ==================================================================================================================== A-1A 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 A-1B 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 A-2 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 A-3 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 A-4 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 B-1 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 B-2 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 B-3 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 B-4 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 B-5 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 B-6 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 B-7 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 B-8 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 C 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 D-1 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 D-2 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 R-I 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 R-II 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 R-III 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 ====================================================================================================================
=============================================================================== Beginning Ending Class CUSIP National Interest Prepayment Notional Amount Distribution Penalties Amount =============================================================================== S 0.00000000 0.00000000 0.00000000 0.00000000 =============================================================================== Copyright 1997, Norwest Bank Minnesota, N.A. Page 3 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Reconciliation Detail
Advance Summary Servicing Fee Breakdowns P & I Advances Outstanding 0.00 Current Period Accrued Master Servicing Fees 0.00 Servicing Advances Outstanding 0.00 Less Delinquent Master Servicing Fees 0.00 Less Reductions to Master Servicing Fees 0.00 Reimbursement for Interest on Advances 0.00 Plus Master Servicing Fees for Delinquent Payments Received 0.00 Paid from general collections Plus Adjustments for Prior Master Servicing Calculation 0.00 Total Master Servicing Fees Collected 0.00
Certificate Interest Reconciliation ==================================================================================================================================== Accrued Net Aggregate Distributable Distributable Additional Remaining Unpaid Certificate Prepayment Certificate Certificate Interest Trust Fund Interest Distributable Class Interest Interest Shortfall Interest Adjustment Expenses Distribution Certificate Interest ==================================================================================================================================== S 0.00 0.00 0.00 0.00 0.00 0.00 0.00 A-1A 0.00 0.00 0.00 0.00 0.00 0.00 0.00 A-1B 0.00 0.00 0.00 0.00 0.00 0.00 0.00 A-2 0.00 0.00 0.00 0.00 0.00 0.00 0.00 A-3 0.00 0.00 0.00 0.00 0.00 0.00 0.00 A-4 0.00 0.00 0.00 0.00 0.00 0.00 0.00 B-1 0.00 0.00 0.00 0.00 0.00 0.00 0.00 B-2 0.00 0.00 0.00 0.00 0.00 0.00 0.00 B-3 0.00 0.00 0.00 0.00 0.00 0.00 0.00 B-4 0.00 0.00 0.00 0.00 0.00 0.00 0.00 B-5 0.00 0.00 0.00 0.00 0.00 0.00 0.00 B-6 0.00 0.00 0.00 0.00 0.00 0.00 0.00 B-7 0.00 0.00 0.00 0.00 0.00 0.00 0.00 B-8 0.00 0.00 0.00 0.00 0.00 0.00 0.00 C 0.00 0.00 0.00 0.00 0.00 0.00 0.00 D-1 0.00 0.00 0.00 0.00 0.00 0.00 0.00 D-2 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ==================================================================================================================================== Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ====================================================================================================================================
Copyright 1997, Norwest Bank Minnesota, N.A. Page 4 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Other Required Information Available Distribution Amount 0.00 Cumulative Realized Losses Class A-1A 0.00 Class A-1B 0.00 Original Number of Outstanding Loans 0 Class A-2 0.00 Class A-3 0.00 Class A-4 0.00 Aggregate Number of Outstanding Loans 0 Class B-1 0.00 Class B-2 0.00 Aggregate Stated Principal Balance of Loans 0.00 Class B-3 0.00 Class B-4 0.00 Aggregate Unpaid Principal Balance of Loans 0.00 Class B-5 0.00 Class B-6 0.00 Class B-7 0.00 Class B-8 0.00 Aggregate Amount of Master Servicing Fee 0.00 Class C 0.00 Aggregate Amount of Special Servicing Fee 0.00 Appraised Reduction Amount Aggregate Amount of Trustee Fee 0.00 ============================================================ Appraisal Date Appraisal Aggregate Trust Fund Expenses 0.00 Loan Reduction Reduction Number Amount Effected Interest Reserve Deposit 0.00 ============================================================ Specially Serviced Loans not Delinquent Number of Outstanding Loans 0 Aggregate Unpaid Principal Balance 0.00 Total ============================================================
Copyright 1997, Norwest Bank Minnesota, N.A. Page 5 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Ratings Detail
==================================================================================================================== Original Ratings Current Ratings (1) Class CUSIP ----------------------------------- ----------------------------------- DCR Fitch Moody's S & P DCR Fitch Moody's S & P ==================================================================================================================== S A-1A A-1B A-2 A-3 A-4 B-1 B-2 B-3 B-4 B-5 B-6 B-7 B-8 C D-1 D-2 ====================================================================================================================
NR - Designates that the class was not rated by the above agency at the time of original issuance. X - Designates that the above rating agency did not rate any classes in this transaction at the time of original issuance. N/A - Data not available this period. 1) For any class not rated at the time of original issuance by any particular rating agency, no request has been made subsequent to issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained directly from the applicable rating agency within 30 days of the payment date listed above. The ratings may have changed since they were obtained. Because the ratings may have changed, you may want to obtain current ratings directly from the rating agencies. Duff & Phelps Credit Rating Co. Fitch IBCA, Inc. Moody's Investors Service Standard & Poor's Rating Services 55 East Monroe Street One State Street Plaza 99 Church Street 26 Broadway Chicago, Illinois 60603 New York, New York 10004 New York, New York 10007 New York, New York 10004 (312) 368-3100 (212) 908-0500 (212) 553-0300 (212) 208-8000
Copyright 1997, Norwest Bank Minnesota, N.A. Page 6 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Current Mortgage Loan and Property Stratification Tables
Scheduled Balance State(3) ================================================================= ============================================================= % of % of Scheduled # of Scheduled Agg. WAM Weighted # of Scheduled Agg. WAM Weighted Balance Loans Balance Bal. (2) WAC Avg DSCR(1) State Props. Balance Bal. (2) WAC Avg DSCR(1) ================================================================= ============================================================= ================================================================= ============================================================ Totals Totals ================================================================= ============================================================
See footnotes on last page of this section. Copyright 1997, Norwest Bank Minnesota, N.A. Page 7 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Current Mortgage Loan and Property Stratification Tables Debt Service Coverage Ratio ================================================================================ % of Debt Service # of Scheduled Agg. WAM Weighted Coverage Ratio Loans Balance Bal. (2) WAC Avg DSCR(1) ================================================================================ ================================================================================ Totals ================================================================================ Property Type(3) ================================================================================ % of Property # of Scheduled Agg. WAM Weighted Type Props. Balance Bal. (2) WAC Avg DSCR(1) ================================================================================ ================================================================================ Totals ================================================================================ Note Rate ================================================================================ % of Note # of Scheduled Agg. WAM Weighted Rate Loans Balance Bal. (2) WAC Avg DSCR(1) ================================================================================ ================================================================================ Totals ================================================================================ Seasoning ================================================================================ % of # of Scheduled Agg. WAM Weighted Seasoning Loans Balance Bal. (2) WAC Avg DSCR(1) ================================================================================ ================================================================================ Totals ================================================================================ See footnotes on last page of this section. Copyright 1997, Norwest Bank Minnesota, N.A. Page 8 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Current Mortgage Loan and Property Stratification Tables
Anticipated Remaining Term (ARD and Balloon Loans) ========================================================================================================== % of Anticipated Remaining # of Scheduled Agg. WAM Weighted Term(2) Loans Balance Bal. (2) WAC Avg DSCR(1) ========================================================================================================== ========================================================================================================== Totals ==========================================================================================================
Remaining Stated Term (Fully Amortizing Loans) ========================================================================================================== % of Remaining Stated # of Scheduled Agg. WAM Weighted Term Loans Balance Bal. (2) WAC Avg DSCR(1) ========================================================================================================== ========================================================================================================== Totals ==========================================================================================================
Remaining Amortization Term (ARD and Balloon Loans) ========================================================================================================== % of Remaining Amortization # of Scheduled Agg. WAM Weighted Term Loans Balance Bal. (2) WAC Avg DSCR (1) ========================================================================================================== ========================================================================================================== Totals ==========================================================================================================
Age of Most Recent NOI ========================================================================================================== % of Age of Most # of Scheduled Agg. WAM Weighted Recent NOI Loans Balance Bal. (2) WAC Avg DSCR(1) ========================================================================================================== ========================================================================================================== Totals ==========================================================================================================
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation. (2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity date. (3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off Date Balance of the related mortgage loan as disclosed in the offering document. Note: (i) "Scheduled Balance" has the meaning assigned thereto in the CSSA Standard Information Package. Copyright 1997, Norwest Bank Minnesota, N.A. Page 9 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Mortgage Loan Detail
=========================================================================================================================== Anticipated Loan Property Interest Principal Gross Repayment Maturity Number ODCR Type(1) City State Payment Payment Coupon Date Date =========================================================================================================================== =========================================================================================================================== Totals =========================================================================================================================== =========================================================================================================================== Neg. Beginning Ending Paid Appraisal Appraisal Res. Mod. Loan Amount Scheduled Scheduled Thru Reduction Reduction Strat. Code Number (Y/N) Balance Balance Date Date Amount (2) (3) =========================================================================================================================== =========================================================================================================================== Totals ===========================================================================================================================
(1) Property Type Code (2) Resolution Strategy Code (3) Modification Code ---------------------- ---------------------------- --------------------- MF - Multi-Family OF - Office 1 - Modification 7 - REO 1 - Maturity Date Extension RT - Retail MU - Mixed Use 2 - Foreclosure 8 - Resolved 2 - Amortization Change HC - Health Care LO - Lodging 3 - Bankruptcy 9 - Pending Return 3 - Principal Write-Off IN - Industrial SS - Self Storage 4 - Extension to Master Servicer 4 - Combination WH - Warehouse OT - Other 5 - Note Sale 10 - Deed in Lieu Of MH - Mobile Home Park 6 - DPO Foreclosure
Copyright 1997, Norwest Bank Minnesota, N.A. Page 10 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Principal Prepayment Detail
============================================================================================================================ Principal Prepayment Amount Prepayment Penalities Offering Document ----------------------------------- ----------------------------------------------- Loan Number Cross-Reference Payoff Amount Curtailment Amount Prepayment Premium Yield Maintenance Premium ============================================================================================================================ ============================================================================================================================ Totals ============================================================================================================================
Copyright 1997, Norwest Bank Minnesota, N.A. Page 11 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Historical Detail
==================================================================================================================================== Delinquencies Prepayments Rate and Maturities - ----------------------------------------------------------------------------------------- ------------------- ---------------------- Distribution 30-59 Days 60-89 Days 90 Days or More Foreclosure REO Modifications Curtailments Payoff Next Weighted Avg. Date # Balance # Balance # Balance # Balance # Balance # Balance # Amount Amount Coupon Remit WAM ====================================================================================================================================
Note: Foreclosure and REO Totals are excluded from the delinquencies aging categories. Copyright 1997, Norwest Bank Minnesota, N.A. Page 12 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Delinquency Loan Detail
===================================================================================================================== Offering # of Current Outstanding Status of Resolution Loan Document Months Paid Through P & I P & I Mortgage Strategy Number Cross-Reference Delinq. Date Advances Advances Loan(1) Code(2) ===================================================================================================================== ===================================================================================================================== Totals ===================================================================================================================== ===================================================================================================================== Current Outstanding Loan Servicing Foreclosure Servicing Servicing REO Number Transfer Date Date Advances Advances Bankruptcy Date Date ===================================================================================================================== ===================================================================================================================== Totals =====================================================================================================================
(1) Status of Mortgage Loan (2) Resolution Strategy Code --------------------------- ---------------------------- A - Payment Not Received 2 - Two Months Delinquent 1 - Modification 7 - REO But Still in Grace Period 3 - Three Or More Months Delinquent 2 - Foreclosure 8 - Resolved B - Late Payment But Less 4 - Assumed Scheduled Payment 3 - Bankruptcy 9 - Pending Return Than 1 Month Delinquent (Performing Matured Balloon) 4 - Extension to Master Servicer 0 - Current 7 - Foreclosure 5 - Note Sale 10 - Deed in Lieu Of 1 - One Month Delinquent 9 - REO 6 - DPO Foreclosure
**Outstanding P & I Advances include the current period advance Copyright 1997, Norwest Bank Minnesota, N.A. Page 13 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Specially Serviced Loan Detail - Part 1
================================================================================================================================== Offering Servicing Resolution Distribution Loan Document Transfer Strategy Scheduled Property Interest Date Number Cross-Reference Date Code(1) Balance Type(2) State Rate ================================================================================================================================== ================================================================================================================================== ================================================================================================================================== Net Remaining Distribution Actual Operating NOI Note Maturity Amortization Date Balance Income Date DSCR Date Date Term ================================================================================================================================== ==================================================================================================================================
(1) Resolution Strategy Code (2) Property Type Code ---------------------------- ---------------------- 1 - Modification 7 - REO MF - Multi-Family OF - Office 2 - Foreclosure 8 - Resolved RT - Retail MU - Mixed Use 3 - Bankruptcy 9 - Pending Return HC - Health Care LO - Lodging 4 - Extension to Master Servicer IN - Industrial SS - Self Storage 5 - Note Sale 10 - Deed in Lieu Of WH - Warehouse OT - Other 6 - DPO Foreclosure MH - Mobile Home Park
Copyright 1997, Norwest Bank Minnesota, N.A. Page 14 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Specially Serviced Loan Detail - Part 2
=================================================================================================================================== Offering Resolution Site Distribution Loan Document Strategy Inspection Date Number Cross-Reference Code(1) Date Comment =================================================================================================================================== =================================================================================================================================== =================================================================================================================================== Distribution Appraisal Appraisal Other REO Date Phase 1 Date Date Value Property Revenue Comment =================================================================================================================================== ===================================================================================================================================
(1) Resolution Strategy Code ---------------------------- 1 - Modification 7 - REO 2 - Foreclosure 8 - Resolved 3 - Bankruptcy 9 - Pending Return 4 - Extension to Master Servicer 5 - Note Sale 10 - Deed in Lieu Of 6 - DPO Foreclosure Copyright 1997, Norwest Bank Minnesota, N.A. Page 15 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Modified Loan Detail
=================================================================================================================================== Offering Loan Document Pre-Modification Modification Number Cross-Reference Balance Date Modification Description =================================================================================================================================== =================================================================================================================================== Total ===================================================================================================================================
Copyright 1997, Norwest Bank Minnesota, N.A. Page 16 of 17 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------------------------------ [LOGO] For Additional Information, please contact Norwest Bank Minnesota, N.A. Leslie Gaskill Corporate Trust Services (212) 515-5254 3 New York Plaza, 15th Floor Reports Available on the World Wide Web New York, NY 10004 @ www.ctslink.com/cmbs ------------------------------------------ Payment Date: 07/12/1999 Record Date: 06/30/1999 Liquidated Loan Detail
===================================================================================================================== Final Recovery Offering Gross Proceeds Loan Determination Docuument Appraisal Appraisal Actual Gross as a % of Number Date Cross-Reference Date Value Balance Proceeds Actual Balance ===================================================================================================================== ===================================================================================================================== Current Total ===================================================================================================================== Cumulative Total ===================================================================================================================== =========================================================================================== Aggregate Net Net Proceeds Repurchased Loan Liquidation Liquidation as a % of Realized by Seller Number Expenses* Proceeds Actual Balance Loss (Y/N) =========================================================================================== =========================================================================================== Current Total =========================================================================================== Cumulative Total ===========================================================================================
* Aggregate liquidation expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.). Copyright 1997, Norwest Bank Minnesota, N.A. Page 17 of 17 [THIS PAGE INTENTIONALLY LEFT BLANK.] EXHIBIT C DECREMENT TABLES FOR CLASS A, CLASS B-1 AND CLASS B-2 CERTIFICATES Percentage of Initial Class Principal Balance Outstanding For:
Class A-1A Certificates Distribution Date 0.00% CPR 25.00% CPR 50.00% CPR 75.00% CPR 100.00% CPR --------- ---------- ---------- ---------- ----------- Closing Date ............... ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ Wtd. Avg. Life (yrs):.......
Class A-1B Certificates Distribution Date 0.00% CPR 25.00% CPR 50.00% CPR 75.00% CPR 100.00% CPR --------- ---------- ---------- ---------- ----------- Closing Date ............... ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ Wtd. Avg. Life (yrs):.......
C-1 Percentage of Initial Class Principal Balance Outstanding For:
Class A-2 Certificates Distribution Date 0.00% CPR 25.00% CPR 50.00% CPR 75.00% CPR 100.00% CPR --------- ---------- ---------- ---------- ----------- Closing Date ............... ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ Wtd. Avg. Life (yrs):.......
Class A-3 Certificates Distribution Date 0.00% CPR 25.00% CPR 50.00% CPR 75.00% CPR 100.00% CPR --------- ---------- ---------- ---------- ----------- Closing Date ............... ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ Wtd. Avg. Life (yrs):.......
C-2 Percentage of Initial Class Principal Balance Outstanding For:
Class A-4 Certificates Distribution Date 0.00% CPR 25.00% CPR 50.00% CPR 75.00% CPR 100.00% CPR --------- ---------- ---------- ---------- ----------- Closing Date ............... ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ Wtd. Avg. Life (yrs):.......
Class B-1 Certificates Distribution Date 0.00% CPR 25.00% CPR 50.00% CPR 75.00% CPR 100.00% CPR --------- ---------- ---------- ---------- ----------- Closing Date ............... ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ Wtd. Avg. Life (yrs):.......
C-3 Percentage of Initial Class Principal Balance Outstanding For:
Class B-2 Certificates Distribution Date 0.00% CPR 25.00% CPR 50.00% CPR 75.00% CPR 100.00% CPR --------- ---------- ---------- ---------- ----------- Closing Date ............... ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ ............................ Wtd. Avg. Life (yrs):.......
C-4 EXHIBIT D PRICE YIELD TABLES FOR THE CLASS S CERTIFICATES Corporate Bond Equivalant (CBE) Yield of the Class S Certificates at Various CPRs % Initial Pass-Through Rate Initial Class Notional Amount $ Price (32nds)* 0.00% CPR 25.00% CPR 50.00% CPR 75.00% CPR 100.00% CPR - -------------- ----------- ----------- ----------- ----------- ----------- CBE Yield % CBE Yield % CBE Yield % CBE Yield % CBE Yield % ----------- ----------- ----------- ----------- ----------- - ---------------------- * Exclusive of accrued interest. D-1 [THIS PAGE INTENTIONALLY LEFT BLANK.] EXHIBIT E SUMMARY TERM SHEET E-1 [THIS PAGE INTENTIONALLY LEFT BLANK.] DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates, Series 1999-CG2 $1,383,761,000 (Approximate) Offered Certificates GE Capital Access, Inc. Column Financial, Inc. Archon Financial, L.P. Donaldson, Lufkin & Jenrette Goldman, Sachs & Co. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Transaction Offering: - ---------------------
(%) of Initial Initial Initial Wtd. Certificate Pool Credit Pass-Through Avg. Principal Class Ratings(1) Balance Balance Support Rate Description Life(3) Maturity(3) Window(3) Legal Status ERISA(4) - ----- ---------- ------- ------- ------- ---- ----------- ------- ----------- --------- ------------ -------- Publicly Offered Certificates: S Aaa/AA $1,550,432,654(2) -- -- -- -- -- -- -- Public Yes A-1A Aaa/AA 241,610,000 15.58% 27.00% -- -- -- -- -- Public Yes A-1B Aaa/AA 890,205,000 57.42% 27.00% -- -- -- -- -- Public Yes A-2 Aa2/AA 69,770,000 4.50% 22.50% -- -- -- -- -- Public No A-3 A2/A 81,398,000 5.25% 17.25% -- -- -- -- -- Public No A-4 A3/A- 19,380,000 1.25% 16.00% -- -- -- -- -- Public No B-1 Baa2/BBB 58,141,000 3.75% 12.25% -- -- -- -- -- Public No B-2 Baa3/BBB- 23,257,000 1.50% 10.75% -- -- -- -- -- Public No Privately Offered Certificates(5): B-3 -- -- -- -- -- -- -- -- -- Private-144A No B-4 -- -- -- -- -- -- -- -- -- Private-144A No B-5 -- -- -- -- -- -- -- -- -- Private-144A No B-6 -- -- -- -- -- -- -- -- -- Private-144A No B-7 -- -- -- -- -- -- -- -- -- Private-144A No B-8 -- -- -- -- -- -- -- -- -- Private-144A No C -- -- -- -- -- -- -- -- -- Private-144A No - ---------------- ------- ------- ------- ---- ----------- ------- ----------- --------- ------------ --------
(1) Subject to Final Ratings. (2) Notional amount. The Class S certificates will be interest only and not be entitled to distributions of principal. (3) Assumes 0% CPR, no defaults, no extensions and ARD Loans pay in full on their Anticipated Repayment Dates. Otherwise based on "Maturity Assumptions" set forth in the Prospectus Supplement. (4) Expected to be eligible for each of the underwriters' individual prohibited transaction exemptions under ERISA. (5) Not offered herein. Originator Profile: - ------------------- The mortgage loans were originated or acquired primarily by (i) an affiliate of GE Capital Access, Inc. (GECA), (ii) Column Financial, Inc. (Column) and (iii) Archon Financial, L.P. (Archon). Approximately 45.5% of the mortgage loans are being contributed by GECA, 37.2% are being contributed by Column, and 17.2% are being contributed by Goldman Sachs Mortgage Company (GSMC) an affiliate of Archon, to the securitization transaction. All of the mortgage loans were originated between 1998 and 1999. GECA is a wholly-owned subsidiary of General Electric Capital Corporation (GECC). Since 1996, GECA and its affiliates have originated or acquired approximately $5.8 billion of commercial mortgage loans in connection with its capital markets programs. Through its GE Capital Real Estate division, GECC has been lending and investing in the commercial real estate industry for over 25 years and has a portfolio of approximately $15 billion of assets. GE Capital Real Estate originates and acquires commercial mortgage loans through approximately 20 offices located throughout North America. Column, a wholly owned subsidiary of Donaldson, Lufkin & Jenrette, Inc., was created in August 1993. Column has originated over 1,800 commercial loans totaling $7.5 billion since its inception. Column sources, underwrites and closes various mortgage loan products through 17 production offices located throughout the country. Archon is owned primarily by entities that are affiliated with Goldman, Sachs & Co. Archon is headquartered in Dallas with four other regional production offices. Since its inception in late 1997, Archon has originated approximately $2.8 billion of commercial mortgage loans. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 2 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Collateral Overview: - -------------------- o Total Collateral Balance: $ 1,550,432,654 (Approximate) o Avg. Cut-off Date Balance per Property: $ 4,520,212 o Loans: 292 loans / 343 properties o Property Type: Retail (35.6%), Multifamily (34.3%), Office (11.7%), Other (18.6%) o Geographic Distribution: 39 States and DC. CA (18.3%), TX (16.8%), FL (13.0%), Other (51.9%) o Amortization Types: Balloon (81.8%), ARD (15.1%), Fully Amortizing (3.0%) o Wtd. Avg. U/W DSCR: 1.34x o Wtd. Avg. Cut-off Date LTV: 73.2% o Appraisals: 100% of the appraisals state that they follow the guidelines set forth in Title XI of FIRREA. o Largest Loan: 4.4% o Five Largest Loans: 16.6% o Ten Largest Loans: 25.0% o Wtd. Avg. Remaining Term to Maturity: 124 months o Wtd. Avg. Seasoning: 3 months o Gross WAC: 7.661% o Call Protection: All of the Mortgage Loans provide for either a prepayment lockout period ("Lockout"), a defeasance period ("Defeasance") and/or a yield maintenance premium ("YMP") period, or a combination thereof. As of the Cut-off Date, 100% of the Mortgage Loans provide for initial lockout periods. The remaining weighted average lockout and defeasance period for all loans is 9.5 years. All yield maintenance charges are calculated at flat-to-treasuries. o Defeasance: 93.5% o Credit Tenant Lease: None The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 3 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Collateral Overview (continued): - -------------------------------- o Participation Loans: None o Secured Subordinate Debt: 2.2% o Leasehold: 0.6% o Delinquency: No loan delinquent 30 days or more as of the Cut-off Date. Transaction Overview: - --------------------- o Structure: Senior/subordinated, sequential pay pass-through bonds. o Co-Lead Managers: Donaldson, Lufkin & Jenrette and Goldman, Sachs & Co. o Mortgage Loan Sellers: GE Capital Access, Inc. / Column Financial, Inc./ Goldman Sachs Mortgage Company (Archon) o Rating Agencies: Moody's Investors Service / Fitch IBCA o Master Servicer: GE Capital Loan Services, Inc. o Special Servicer: Banc One Mortgage Capital Markets L.L.C. o Trustee: Norwest Bank Minnesota, National Association o Cut-off Date: June 1, 1999 o Settlement Date: June 29, 1999 o Distribution: The tenth day of the month, or if such day is not a business day, the following business day, but no sooner than the fourth business day after the fourth day of the month. o Delivery: The Depository Trust Company ("DTC") through Cede & Co. (in the United States) of Cedel Bank, Societe Anonyme ("Cedel") of The Euroclear System ("Euroclear") (in Europe). o ERISA: Classes A-1A, A-1B and S are expected to be eligible for each underwriter's individual prohibited transaction exemption with respect to ERISA, subject to certain conditions of eligibility. o SMMEA: None of the Offered Securities are SMMEA eligible. o Tax Treatment: REMIC The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 4 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Transaction Overview (continued): - --------------------------------- o Optional Termination: 1% o Analytics: Cashflows are expected to be available through Bloomberg, the Trepp Group, Intex Solutions and Charter Research. o Extensions: The Special Servicer will be responsible for performing certain servicing functions with respect to Mortgage Loans that, in general, are in default or as to which default is imminent, and for administering any REO properties. The Pooling and Servicing Agreement will generally permit the Special Servicer to modify, waive or amend any term of any Mortgage Loan if it determines, in accordance with the servicing standard, that it is appropriate to do so. The Special Servicer will not be permitted to grant any extension of the maturity of a Mortgage Loan beyond 60 months after its stated maturity date. o Controlling Class: The Controlling Class of Certificateholders may advise and appoint a Special Servicer and replace the existing Special Servicer. The Controlling Class will be the most subordinate Class of Certificates which has a current aggregate certificate principal amount no less than 25% of its original aggregate certificate principal balance. o Advances: The Master Servicer will be obligated to make advances of scheduled principal and interest payments, excluding balloon payments, subject to recoverability determination and appraisal reductions. If the Master Servicer fails to make a required P and I Advance and the Trustee is aware of such failure, the Trustee will be obligated to make such Advance. o Appraisal Reductions: An appraisal reduction generally will be created in the amount, if any, by which the Stated Principal Balance of a Specially Serviced Mortgage Loan (plus other amounts overdue in connection with such loan) exceeds 90% of the appraised value of the related Mortgaged Property. The Appraisal Reduction Amount will reduce proportionately the interest portion (but not the principal portion) of any amount of P&I Advances for such loan, which reduction will result, in general, in a reduction of interest distributable to the most subordinate Class of Principal Balance Certificates outstanding. An appraisal reduction will be reduced to zero as of the date the related Mortgage Loan has been brought current for at least twelve consecutive months, paid in full, liquidated, repurchased, or otherwise disposed of. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 5 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Structure Description: - ---------------------- [BAR CHART APPEARS HERE] Administrative Fee ------------------
Public Public Public Public Public Class S -- Public Public Public Private Private Private Private Private Private Private Class Class Class Class Class Class Class Class Class Class Class Class Class Class A-1A A-1B A-2 A-3 A-4 B-1 B-2 B-3 B-4 B-5 B-6 B-7 B-8 C Aaa/AAA Aaa/AAA Aa2/AA A2/A A3/A- Baa2/BBB Baa3/BBB- -- -- -- -- -- -- --
[BAR CHART APPEARS HERE] Class S A-1A A-1B A-2 A-3 A-4 B-1 B-2 B-3 B-4 B-5 B-6 B-7 B-8 C Based on the "Maturity Assumptions" set forth in the Prospectus Supplement and a 0% CPR (except ARD Loans paid in full on the ARD). The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 6 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Interest Distributions: - ----------------------- Each Class of Certificates will be entitled on each Distribution Date to interest accrued at its Pass-Through Rate on the outstanding Certificate Balance of such Class. The Class S Certificates will be entitled on each Distribution Date to the aggregate interest accrued at the related Class S Strip Rate on each of its notional components. All Classes will pay interest on a 30/360 basis. Principal Distributions: - ------------------------ Available principal will be distributed on each Distribution Date to the outstanding Classes of Principal Balance Certificates in the following sequential order: Class A-1A, A-1B, A-2, A-3, A-4, B-1, B-2, B-3, B-4, B-5, B-6, B-7, B-8 and C. However, if Classes A-2 through C have been retired as a result of losses and additional trust fund expenses, Classes A-1A and A-1B will receive principal on a pro-rata basis. Realized losses and Expense(s): - ------------------------------- Realized losses from any Mortgage Loan and additional trust fund expenses will be allocated to the outstanding classes of Principal Balance Certificates in the following sequential order: Class C, B-8, B-7, B-6, B-5, B-4, B-3, B-2, B-1, A-4, A-3 and A-2. If Classes A-2 through C have been reduced to $0 by losses and additional trust fund expenses, future losses and additional trust fund expenses shall be applied to Classes A-1A and A-1B pro-rata. Credit Enhancements: - -------------------- Credit enhancement for each Class of publicly registered Certificates will be provided by the Classes of Certificates which are subordinate in priority with respect to payments of interest and principal. Allocation of Yield Maintenance and Prepayment Premiums: - -------------------------------------------------------- The certificate yield maintenance amount ("CYMA") for the Class A-1A, A-1B, A-2, A-3, A-4, B-1, B-2, B-3, B-4, B-5, B-6, B-7, B-8 and C Certificates (collectively, the "Principal Balance Certificates") equals the total yield maintenance premium collected, multiplied by a fraction (not greater than one or less than zero) which is based upon a formula involving the relationship between the Pass-Through Rate for the Classes currently receiving principal, the mortgage rate of the Mortgage Loan that has prepaid, and current interest rates. In general, the CYMA for any Distribution Date will be calculated in respect of and payable to the Class(es) of Principal Balance Certificates entitled to receive distributions of principal on such Distribution Date. CYM = (Pass-Through Rate - Discount Rate) ----------------------------------- Allocation (Mortgage Rate - Discount Rate) To Principal Balance Certificates The yield maintenance amount payable to the Class S (interest only) Certificates, will equal the total yield maintenance premium less the CYMA for the Principal Balance Certificates as defined above. All prepayment premiums collected on the Mortgage Loans and calculated as a percentage of the amount prepaid, will be distributed to the Class S (interest only) Certificates. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 7 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Allocation of Yield Maintenance and Prepayment Premiums (continued): - -------------------------------------------------------------------- In general, this formula provides for an increase in the allocation of yield maintenance premiums to the Principal Balance Certificates as interest rates decrease and a decrease in the allocation to such Classes as interest rates rise. Allocation of Yield Maintenance Premiums Example: ------------------------------------------------- Discount Rate Fraction Methodology: ----------------------------------- Mortgage Rate = 8% P & I Class Coupon = 6% Discount Rate ( Based on a Treasury Rate) = 5% % of Principal Distributed to Class = 100%
P & I Class Allocation: Class S Allocation: ----------------------- ------------------- 6% - 5% x 100% = 33 1/3% 100% - P & I Class(es) Allocation = 66 2/3% ------- 8% - 5%
The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 8 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Stratification: - --------------- [MAP]
AL AK AZ CA CO CT DE DC FL GA IL IN IA KS LA ME MD MI MO MT - -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- 0.9% 0.4% 2.6% 18.3% 4.2% 1.2% 2.2% 0.2% 13.0% 3.4% 0.2% 0.2% 0.1% 0.1% 0.7% 1.0% 2.8% 2.4% 0.1% 0.1%
NE NV NH NJ NM NY NC OH OK PA RI SC TN TX VA WA WV MN WY MA - -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- 1.6% 3.4% 0.2% 3.2% 0.5% 3.8% 1.2% 2.3% 0.2% 3.1% 0.3% 0.8% 3.1% 16.8% 1.4% 1.0% 0.3% 0.2% 0.1% 2.6%
Mortgage Loans by State
Weighted Weighted Number of Percentage of Average Weighted Average Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date State Loans Balance (1) Balance Rate U/W DSCR LTV Ratio - -------------------------------------------------------------------------------------------------------------------- California 46 $283,469,521 18.3% 7.729% 1.35x 71.1% Texas 83 260,363,210 16.8% 7.521% 1.35 72.5% Florida 27 201,145,736 13.0% 7.822% 1.28 77.5% Colorado 18 65,155,027 4.2% 7.786% 1.36 70.3% New York 8 58,408,212 3.8% 7.820% 1.35 66.6% Georgia 9 53,173,244 3.4% 7.615% 1.26 76.3% Nevada 7 53,032,131 3.4% 7.170% 1.40 77.6% New Jersey 10 49,919,397 3.2% 7.933% 1.25 72.6% Pennsylvania 7 48,741,127 3.1% 7.678% 1.34 77.1% Tennessee 8 48,125,654 3.1% 7.487% 1.29 72.8% Maryland 8 43,330,619 2.8% 7.444% 1.40 72.0% Massachusetts 5 40,154,102 2.6% 7.800% 1.27 78.9% Arizona 13 39,993,358 2.6% 7.454% 1.43 72.1% Michigan 13 37,074,226 2.4% 7.298% 1.28 76.2% Ohio 15 36,404,479 2.3% 7.568% 1.40 74.5% Delaware 3 34,670,928 2.2% 7.590% 1.40 78.4% Nebraska 3 25,420,139 1.6% 7.615% 1.32 75.8% Virginia 6 21,030,412 1.4% 7.875% 1.30 75.6% Connecticut 4 18,355,066 1.2% 7.744% 1.27 77.5% North Carolina 4 18,281,966 1.2% 7.263% 1.48 74.4% Maine 6 15,466,050 1.0% 8.149% 1.37 65.1% Washington 3 14,833,861 1.0% 8.062% 1.63 50.3% Alabama 2 13,633,608 0.9% 7.811% 1.35 68.9% South Carolina 4 11,972,933 0.8% 7.517% 1.52 71.0% Louisiana 4 11,099,190 0.7% 7.729% 1.50 68.8% New Mexico 4 7,848,098 0.5% 8.201% 1.45 68.4% Alaska 1 6,478,558 0.4% 7.750% 1.73 64.8% Rhode Island 1 4,148,631 0.3% 6.970% 1.30 78.9% West Virginia 2 4,049,500 0.3% 8.160% 1.93 67.8% Illinois 3 3,672,099 0.2% 7.789% 1.30 72.6% New Hampshire 4 3,399,418 0.2% 7.958% 1.37 64.0% District of Columbia 1 3,094,676 0.2% 7.710% 1.39 66.4% Oklahoma 2 3,074,129 0.2% 7.940% 1.47 68.0% Minnesota 1 2,546,642 0.2% 7.390% 1.41 75.1% Indiana 2 2,483,349 0.2% 8.113% 1.45 72.6% Iowa 1 1,797,547 0.1% 7.940% 1.55 79.2% Kansas 1 1,427,185 0.1% 7.000% 1.38 73.6% Missouri 2 1,213,746 0.1% 8.448% 1.29 51.7% Wyoming 1 974,276 0.1% 8.450% 1.24 74.9% Montana 1 970,603 0.1% 8.250% 1.36 47.3% -------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ============================================================================================
(1) Assumes a Cut-off Date of 6/1/99. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 9 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 [PIE CHART]
Self Manufactured Other Retail Mixed Use Industrial Office Hotel Storage Housing Multifamily - ------------------------------------------------------------------------------------------------------------------------------------ 1.8 % 35.6% 3.4% 2.2% 11.7% 4.2% 3.1% 3.9% 34.3%
Mortgage Loans by Property Type
Weighted Weighted Number of Percentage of Average Weighted Average Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Property Type Loans Balance (1) Balance Rate U/W DSCR LTV Ratio - ------------------------------------------------------------------------------------------------------------------------------------ Retail 78 $551,427,063 35.6% 7.752% 1.32x 74.6% Multifamily 140 531,843,073 34.3% 7.423% 1.33 75.4% Office 42 180,949,415 11.7% 7.828% 1.33 69.1% Hotel 15 65,334,059 4.2% 8.143% 1.64 60.1% Manufactured Housing 16 59,820,561 3.9% 7.473% 1.38 73.7% Mixed Use 13 52,174,935 3.4% 7.736% 1.28 72.4% Self Storage 23 47,718,331 3.1% 7.953% 1.46 69.2% Industrial 13 34,303,216 2.2% 7.793% 1.36 69.7% Independent/Assisted Living 2 24,220,875 1.6% 7.750% 1.29 72.3% Healthcare 1 2,641,125 0.2% 8.230% 2.25 66.0% -------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ==================================================================================================
(1) Assumes a Cut-off Date of 6/1/99.
Mortgage Loans by Property Sub-Type Weighted Weighted Number of Percentage of Average Weighted Average Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Property Type Property Sub-Type Loans Balance (1) Balance Rate U/W DSCR LTV Ratio - ------------------------------------------------------------------------------------------------------------------------------------ Retail Anchored 47 $476,866,072 30.8% 7.751% 1.30x 75.7% Unanchored 31 74,560,991 4.8% 7.756% 1.40 67.7% -------------------------------------------------------------------------------------------------- Total/Weighted Average: 78 $551,427,063 35.6% 7.752% 1.32x 74.6% ==================================================================================================
(1) Assumes a Cut-off Date of 6/1/99. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 10 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Original Amortization Terms
Weighted Weighted Range of Number of Percentage of Average Weighted Average Original Amortization Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Terms (Months) Loans Balance (1) Balance Rate U/W DSCR LTV Ratio - ------------------------------------------------------------------------------------------------------------------------------------ 156 - 239 2 $4,870,309 0.3% 7.582% 1.32x 61.4% 240 - 299 27 54,770,726 3.5% 7.550% 1.59 59.7% 300 - 313 134 233,748,741 15.1% 7.919% 1.44 67.5% 314 - 360 180 1,257,042,879 81.1% 7.618% 1.32 74.8% --------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ===================================================================================================
Maximum Original Amortization Term (Months): 360 Minimum Original Amortization Term (Months): 156 Wtd. Avg. Original Amortization Term (Months): 346 (1) Assumes a Cut-off Date of 6/1/99. Original Terms to Stated Maturity (1)
Weighted Weighted Range of Number of Percentage of Average Weighted Average Original Terms Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date to Maturity (Months) Loans Balance (2) Balance Rate U/W DSCR LTV Ratio - ------------------------------------------------------------------------------------------------------------------------------------ 60 - 108 6 $34,362,517 2.2% 7.542% 1.40x 73.3% 109 - 120 301 1,378,527,200 88.9% 7.714% 1.34 73.3% 121 - 204 18 75,002,524 4.8% 7.126% 1.39 74.7% 205 - 300 18 62,540,414 4.0% 7.206% 1.47 67.3% --------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ===================================================================================================
Maximum Original Term to Maturity (Months): 300 Minimum Original Term to Maturity (Months): 60 Wtd. Avg. Original Term to Maturity (Months): 127 (1) In the case of ARD Loans, the Anticipated Repayment Date is assumed to be the maturity date for the purposes of the table. (2) Assumes a Cut-off Date of 6/1/99. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 11 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Remaining Amortization Terms
Weighted Weighted Range of Number of Percentage of Average Weighted Average Remaining Amortization Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Terms (Months) Loans Balance (1) Balance Rate U/W DSCR LTV Ratio - ------------------------------------------------------------------------------------------------------------------------------------ 145 - 239 25 $49,423,927 3.2% 7.480% 1.58x 58.3% 240 - 299 88 165,456,848 10.7% 7.857% 1.46 67.1% 300 - 313 50 78,509,000 5.1% 8.048% 1.42 68.3% 314 - 360 180 1,257,042,879 81.1% 7.618% 1.32 74.8% --------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ===================================================================================================
Maximum Remaining Amortization Term (Months): 360 Minimum Remaining Amortization Term (Months): 145 Wtd. Avg. Remaining Amortization Term (Months): 344 (1) Assumes a Cut-off Date of 6/1/99. Remaining Terms to Stated Maturity (1)
Weighted Weighted Range of Number of Percentage of Average Weighted Average Remaining Terms Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date to Maturity (Months) Loans Balance (1) Balance Rate U/W DSCR LTV Ratio - ------------------------------------------------------------------------------------------------------------------------------------ 52 - 108 8 $53,853,288 3.5% 7.324% 1.43x 72.6% 109 - 120 299 1,359,036,428 87.7% 7.725% 1.33 73.4% 121 - 204 18 75,002,524 4.8% 7.126% 1.39 74.7% 205 - 300 18 62,540,414 4.0% 7.206% 1.47 67.3% --------------------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ===================================================================================================
Maximum Remaining Term to Maturity (Months): 300 Minimum Remaining Term to Maturity (Months): 52 Wtd. Avg. Remaining Term to Maturity (Months): 124 (1) In the case of ARD Loans, the Anticipated Repayment Date is assumed to be the maturity date for the purposes of the table. (2) Assumes a Cut-off Date of 6/1/99. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 12 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Mortgage Loan Seller
Weighted Weighted Number of Percentage of Average Weighted Average Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Mortgage Loan Seller Loans Balance (1) Balance Rate U/W DSCR LTV Ratio ============================================================================================================ GECA 121 $705,832,233 45.5% 7.583% 1.34x 74.0% Column 176 577,442,259 37.2% 7.750% 1.33 71.5% GSMC (Archon) 46 267,158,163 17.2% 7.676% 1.39 74.5% ----------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ===================================================================================
(1)Assumes a Cut-off Date of 6/1/99. Mortgage Loans by Amortization Type
Weighted Number of Percentage of Average Weighted Average Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Loan Type Loans Balance (1) Balance Rate U/W DSCR LTV Ratio ====================================================================================================== Balloon 305 $1,268,826,436 81.8% 7.704% 1.34x 73.3% ARD 22 234,644,968 15.1% 7.490% 1.33 74.3% Fully Amortizing 16 46,961,250 3.0% 7.356% 1.51 64.0% ----------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% =============================================================================
(1) Assumes a Cut-off Date of 6/1/99. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 13 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Underwritten Debt Service Coverage Ratios
Weighted Weighted Number of Percentage of Average Weighted Average Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date U/W DSCRs Loans Balance (1) Balance Rate U/W DSCR LTV Ratio ================================================================================================================ 1.20x - 1.29 142 $730,826,332 47.1% 7.742% 1.25x 75.5% 1.30 - 1.39 100 485,895,551 31.3% 7.598% 1.34 73.5% 1.40 - 1.49 53 165,811,612 10.7% 7.513% 1.44 70.3% 1.50 - 1.59 25 83,206,265 5.4% 7.679% 1.54 71.1% 1.60 - 2.25x 23 84,692,893 5.5% 7.596% 1.80 58.4% ----------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ===================================================================================
Maximum Underwritten DSCR: 2.25x Minimum Underwritten DSCR: 1.20x Wtd. Avg. Underwritten DSCR: 1.34x (1) Assumes a Cut-off Date of 6/1/99. Cut-off Date Loan-to-Value Ratios
Weighted Weighted Number of Percentage of Average Weighted Average Range of Cut-off Date Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Loan-to-Value Ratios Loans Balance (1) Balance Rate U/W DSCR LTV Ratio ========================================================================================================================= 30.60% - 50.00% 10 $29,244,310 1.9% 7.855% 1.85x 39.9% 50.01% - 60.00% 20 42,947,640 2.8% 7.910% 1.51 55.8% 60.01% - 70.00% 95 335,451,712 21.6% 7.757% 1.39 66.7% 70.01% - 75.00% 92 382,106,956 24.6% 7.617% 1.33 73.0% 75.01% - 80.00% 122 729,713,594 47.1% 7.627% 1.30 78.2% 80.01% - 82.70% 4 30,968,442 2.0% 7.436% 1.31 81.3% -------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ======================================================================================
Maximum Cut-off Date LTV Ratio: 82.7% Minimum Cut-off Date LTV Ratio: 30.6% Wtd. Avg. Cut-off Date LTV Ratio: 73.2% (1) Assumes a Cut-off Date of 6/1/99. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 14 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Cut-off Date Balances
Weighted Weighted Number of Percentage of Average Weighted Average Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Cut-off Date Balances Loans Balance (1) Balance Rate U/W DSCR LTV Ratio ========================================================================================================================== $106,854 - 749,999 55 $24,201,455 1.6% 8.097% 1.32x 67.8% 750,000 - 1,249,999 37 36,607,882 2.4% 8.057% 1.32 70.9% 1,250,000 - 1,999,999 56 91,379,913 5.9% 7.822% 1.38 70.0% 2,000,000 - 2,999,999 48 120,056,076 7.7% 7.839% 1.40 70.9% 3,000,000 - 3,999,999 39 133,833,441 8.6% 7.751% 1.42 70.0% 4,000,000 - 4,999,999 17 77,083,906 5.0% 7.561% 1.34 73.5% 5,000,000 - 5,999,999 14 75,591,151 4.9% 7.526% 1.45 70.1% 6,000,000 - 9,999,999 41 329,689,133 21.3% 7.634% 1.35 73.4% 10,000,000 - 14,999,999 20 245,252,622 15.8% 7.402% 1.34 75.1% 15,000,000 - 19,999,999 5 78,039,057 5.0% 7.519% 1.30 76.3% 20,000,000 - 24,999,999 7 158,716,390 10.2% 7.526% 1.28 75.4% 25,000,000 - $67,944,452 4 179,981,629 11.6% 7.937% 1.28 74.5% ----------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ===================================================================================
Maximum Cut-off Date Balance: $67,944,452 Minimum Cut-off Date Balance: $106,854 Average Cut-off Date Balance: $4,520,212 (1) Assumes a Cut-off Date of 6/1/99. Loan Group Cut-off Date Balances (1)
Weighted Weighted Number of Percentage of Average Weighted Average Range of Loan Group Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Cut-off Date Balances (1) Loans Balance (2) Balance Rate U/W DSCR LTV Ratio ================================================================================================================================== $248,667 - 749,999 29 $15,307,572 1.0% 8.212% 1.34x 65.5% 750,000 - 1,249,999 35 34,136,643 2.2% 8.076% 1.32 70.2% 1,250,000 - 1,999,999 47 76,236,217 4.9% 7.834% 1.37 69.8% 2,000,000 - 2,999,999 44 109,387,092 7.1% 7.858% 1.40 70.7% 3,000,000 - 3,999,999 35 120,172,615 7.8% 7.753% 1.42 70.0% 4,000,000 - 4,999,999 13 59,331,668 3.8% 7.543% 1.35 73.1% 5,000,000 - 5,999,999 15 80,891,151 5.2% 7.550% 1.43 70.6% 6,000,000 - 9,999,999 38 300,440,693 19.4% 7.624% 1.37 72.9% 10,000,000 - 14,999,999 19 232,753,200 15.0% 7.397% 1.34 75.9% 15,000,000 - 19,999,999 3 46,209,281 3.0% 7.533% 1.30 79.2% 20,000,000 - 24,999,999 8 185,585,535 12.0% 7.647% 1.27 74.5% 25,000,000 - $67,944,452 6 289,980,989 18.7% 7.760% 1.29 74.0% - ----- ---------------------------------------------------------------------------------- Total/Weighted Average: 292 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ==================================================================================
Maximum Loan Group Cut-off Date Balance: $67,944,452 Minimum Loan Group Cut-off Date Balance: $248,667 Average Loan Group Cut-off Date Balance: $5,309,701 (1) Presents each group of cross-collateralized Mortgage Loans as a single Mortgage Loan. (2) Assumes a Cut-off Date of 6/1/99. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 15 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Mortgage Rates
Weighted Weighted Number of Percentage of Average Weighted Average Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Mortgage Rates Loans Balance (1) Balance Rate U/W DSCR LTV Ratio -------------- ----- ----------- ------- ---- -------- --------- 6.600% - 6.749% 2 $9,445,629 0.6% 6.604% 1.70x 52.3% 6.750% - 6.999% 15 115,406,178 7.4% 6.902% 1.43 75.8% 7.000% - 7.249% 19 124,415,992 8.0% 7.144% 1.39 72.6% 7.250% - 7.499% 40 241,266,877 15.6% 7.387% 1.31 75.6% 7.500% - 7.999% 168 806,493,355 52.0% 7.774% 1.32 73.3% 8.000% - 9.310% 99 253,404,623 16.3% 8.200% 1.37 70.2% ------------------------------------------------------------------------------------ Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ==================================================================================== Maximum Mortgage Rate: 9.310% Minimum Mortgage Rate: 6.600% Wtd. Avg. Mortgage Rate: 7.661%
(1) Assumes a Cut-off Date of 6/1/99. Occupancy Rates at Underwriting
Weighted Weighted Number of Percentage of Average Weighted Average Range of Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Occupancy Rates at U/W Loans(1) Balance (2) Balance Rate U/W DSCR LTV Ratio - ---------------------- -------- ----------- ------- ---- -------- --------- 73.0% - 79.9% 8 $19,108,178 1.2% 7.867% 1.40x 69.2% 80.0% - 89.9% 29 113,200,936 7.3% 7.545% 1.37 69.4% 90.0% - 94.9% 50 271,888,350 17.5% 7.585% 1.34 75.1% 95.0% - 100.0% 241 1,080,901,130 69.7% 7.659% 1.32 73.9% -------------------------------------------------------------------------------------- Total/Weighted Average: 328 $1,485,098,595 95.8% 7.640% 1.33x 73.7% ====================================================================================== Maximum Occupancy Rate at U/W: 100.0% Minimum Occupancy Rate at U/W: 73.0% Wtd. Avg. Occupancy Rate at U/W: 96.0%
(1) Does not include any Mortgage Loans secured by hotel properties. (2) Assumes a Cut-off Date of 6/1/99. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 16 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Years Built/Years Renovated(1)
Weighted Weighted Range of Number of Percentage of Average Weighted Average Years Built/ Mortgage Cut-off Date Initial Pool Mortgage Average Cut-off Date Renovated Loans Balance (2) Balance Rate U/W DSCR LTV Ratio --------- ----- ----------- ------- ---- -------- --------- 1911 - 1960 6 $6,004,749 0.4% 8.050% 1.43x 64.6% 1961 - 1970 23 33,431,073 2.2% 7.806% 1.47 67.4% 1971 - 1980 30 106,096,850 6.8% 7.491% 1.38 73.6% 1981 - 1990 98 452,386,326 29.2% 7.690% 1.34 72.3% 1991 - 1999 186 952,513,656 61.4% 7.659% 1.34 73.8% ------------------------------------------------------------------------------------ Total/Weighted Average: 343 $1,550,432,654 100.0% 7.661% 1.34x 73.2% ==================================================================================== Most Recent Year Built/Renovated: 1999 Oldest Year Built/Renovated: 1911 Wtd. Avg. Year Built/Renovated: 1991
(1) Year Built/Renovated reflects the later of the Year Built or the Year Renovated. (2) Assumes a Cut-off Date of 6/1/99. Mortgage Pool Prepayment Profile(1)
% of Pool Months Since Number of Outstanding % of Pool Yield % of Pool Date Cut-off Date Mortgage Loans Balance (mm) Lockout Maintenance Open Total ---- ------------ -------------- ------------ ------- ----------- ---- ----- Jun-99 0 343 $1,550.4 100.0% 0.0% 0.0% 100.0% Jun-00 12 343 $1,536.3 100.0% 0.0% 0.0% 100.0% Jun-01 24 343 $1,520.7 100.0% 0.0% 0.0% 100.0% Jun-02 36 343 $1,503.8 99.3% 0.7% 0.0% 100.0% Jun-03 48 343 $1,485.6 96.7% 3.3% 0.0% 100.0% Jun-04 60 342 $1,462.9 95.2% 4.8% 0.0% 100.0% Jun-05 72 342 $1,441.7 95.3% 4.7% 0.0% 100.0% Jun-06 84 337 $1,390.3 93.8% 6.2% 0.0% 100.0% Jun-07 96 337 $1,366.1 93.8% 6.2% 0.0% 100.0% Jun-08 108 335 $1,323.2 92.8% 3.6% 3.6% 100.0% Jun-09 120 36 $107.8 56.8% 42.8% 0.3% 100.0% Jun-10 132 34 $92.3 62.9% 36.7% 0.4% 100.0% Jun-11 144 34 $88.3 58.0% 36.8% 5.2% 100.0% Jun-12 156 33 $80.0 60.8% 38.8% 0.3% 100.0% Jun-13 168 30 $61.0 52.2% 23.9% 23.9% 100.0% Jun-14 180 18 $34.9 69.9% 29.5% 0.6% 100.0% Jun-15 192 18 $31.7 70.4% 29.1% 0.5% 100.0% Jun-16 204 18 $28.3 70.9% 28.6% 0.5% 100.0% Jun-17 216 18 $24.7 71.6% 28.0% 0.3% 100.0% Jun-18 228 17 $18.8 67.6% 30.0% 2.4% 100.0%
(1) Asumes 0% CPR, no defaults, no extensions and ARD Loans pay in full on their Anticipated Repayment Dates. Otherwise based on "Maturity Assumptions" set forth in the Prospectus Supplement. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 17 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Prepayment Provision as of the Cut-Off Date
Weighted Weighted Average Average Remaining Remaining Weighted Range of Number of Percentage of Lockout Lockout Average Remaining Terms to Mortgage Cut-off Date Initial Pool Period Plus YM Period Maturity Stated Maturity (Years)(1) Loans Balance (2) Balance (Years) (Years) (Years)(1) - -------------------------- ----- ----------- ------- ------- ------- ---------- 4.0 - 4.9 1 $3,556,849 0.2% 4.1 4.1 4.3 6.0 - 6.9 5 30,805,668 2.0% 6.1 6.4 6.9 8.0 - 8.9 2 19,490,771 1.3% 7.4 8.5 8.8 9.0 - 9.9 207 922,152,428 59.5% 9.2 9.4 9.8 10.0 - 10.9 94 453,286,909 29.2% 9.5 9.7 10.0 12.0 - 12.9 1 5,930,478 0.4% 11.9 11.9 12.2 13.0 - 13.9 2 18,038,467 1.2% 7.5 13.6 13.9 14.0 - 14.9 13 34,630,670 2.2% 10.0 14.0 14.3 18.0 - 18.9 1 3,168,561 0.2% 18.7 18.7 18.9 19.0 - 19.9 12 39,247,128 2.5% 16.3 18.9 19.4 24.0 - 24.9 4 19,064,725 1.2% 11.7 23.9 24.2 25.0 - 25.9 1 1,060,000 0.1% 24.5 24.5 25.0 ---------------------------------------------------------------------------------------- Total/Weighted Average: 343 $1,550,432,654 100.0% 9.5 10.0 10.4 ========================================================================================
(1) In the case of the ARD Loans, the Anticipated Repayment Date is assumed to be the maturity date for the purposes of the table. (2) Assumes a Cut-off Date of 6/1/99. Prepayment Option
Weighted Weighted Average Average Remaining Remaining Weighted Percentage of Lockout Lockout Average Number of Cut-off Date Initial Pool Period Plus YM Period Maturity Prepayment Option Loans Balance (1) Balance (Years) (Years) (Years)(2) ----------------- ----- ----------- ------- ------- ------- ---------- Lockout / Defeasance 328 $1,449,620,687 93.5% 9.8 9.8 10.2 Lockout / Yield Maintenance 12 75,685,525 4.9% 4.9 14.1 14.4 Lockout / Defeasance / Yield Maintenance 3 25,126,442 1.6% 3.1 8.4 9.2 ------------------------------------------------------------------------------------------ Total/Weighted Average: 343 $1,550,432,654 100.0% 9.5 10.0 10.4 ==========================================================================================
(1) Assumes a Cut-off Date of 6/1/99. (2) In the case of the ARD Loans, the Anticipated Repayment Date is assumed to be the maturity date for the purposes of the table. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 18 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 Significant Mortgage Loans
Percentage of Property Units/Rooms Cut-off Date Initial Pool Appraised Mortgage U/W # Property Name Type Square Feet Balance(1) Balance Value Rate DSCR - --------------- ---- ----------- ---------- ------- ----- ---- ---- 1 The Oakwood Plaza Loan Retail 885,713 $67,944,452 4.4% $85,600,000 8.180% 1.23x 2 The Fifteen Southeast Realty Loans(2) Multifamily 1,520 58,000,000 3.7% 75,300,000 7.880% 1.24 3 The Herald Center Loan Retail 249,504 49,975,508 3.2% 75,000,000 7.754% 1.35 4 The Alliance Loans(3) Multifamily 1,970 45,964,360 3.0% 63,850,000 7.220% 1.33 5 The Stone Fort Loans(4) Office/Mixed Use/ Industrial 619,784 36,135,000 2.3% 50,285,000 7.470% 1.31 ------------------------------------------------------------ Total/Weighted Average: $258,019,321 16.6% $350,035,000 7.760% 1.28x ============ ===== ============ ====== =====
(1) Assumes a Cut-off Date of June 1, 1999. (2) A Single Mortgage Note secured by Arbor Lake Club Apartments, The Parkview Apartments - FL, Heron's Cove Apartments and Horizons North Apartments, respectively. (3) A Single Mortgage Note secured by Sterling Point Apartments, Sandridge Apartments, and Woodscape Apartments, respectively. (4) The Mortgage Loans secured by Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage, Stone Fort Land - The Krystal Office Building, Stone Fort Land - Riverside Center, Stone Fort Land - Harrison Direct Warehouse, and Stone Fort Land - Tennessee American Water Company Office Building, respectively, are cross-collateralized and cross-defaulted. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 19 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 The Oakwood Plaza Loan
LOAN INFORMATION PROPERTY INFORMATION - ------------------------------------------------------- ---------------------------------------------------------------- Cut-off Date Balance: $67,944,452 Single Asset/Portfolio: Single Asset % of Initial Pool: 4.4% Property Type: Retail Mortgage Loan Seller: GE Capital Access, Location: Hollywood, Florida Inc. Interest Rate: 8.180% Term to ARD: 10 years Years Built/Renovated: 1994/1997 Amortization Term: 30 years Collateral: 885,713 square foot power center located in Florida Call Protection: Prepayment lockout; U.S. Treasury Property Operator: SREG Operating Limited Partnership defeasance permitted as of the 2 year U/W Net Cash Flow: $7,507,540 anniversary of the Closing Date. Cut-Off Date LTV: 79.4% Appraised Value: $85,600,000 Maturity/ARD LTV: 71.5% Appraisal Date: October 12, 1998 U/W DSCR: 1.23x Occupancy Rate at U/W: 96% Cross Collateralization/ Default: No/No Special Provisions: ARD loan, Hard lockbox
Additional Information: Oakwood Plaza is a large power center with anchor tenants including Home Depot USA, Inc. (S&P AA-) (157,077 sf, exp. 2019), Kmart (S&P BB+) (114,764 sf, exp. 2019) and BJ's Wholesale Club (NYSE: BJ) (107,653 sf, exp. 2019). Rent under the BJ's Wholesale Club lease is partially guaranteed by Kmart. The subject property is 96.0% leased. Primary access to the property is provided by Interstate 95 on which there is almost one mile of frontage. The borrower is a single-purpose entity (whose GP has an independent director) affiliated with Swerdlow Real Estate Group, Inc., a recently formed private REIT specializing in development, leasing and management of commercial properties in South Florida. The REIT was capitalized simultaneously with the closing of the loan with a $173m equity offering with major institutional investors including affiliates of Michael Swerdlow, Fidelity Management Trust Company, Fidelity Management and Research Company, Colony Capital, Inc., Landmark Partners, Inc., The Board of Trustees of Leland Stanford Jr. University and Institutional Property Consultants, Inc. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 20 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 The Fifteen Southeast Realty Loans
LOAN INFORMATION PROPERTY INFORMATION - -------------------------------------------------------- ---------------------------------------------------------------- Cut-off Date Balance: $58,000,000 Single Asset/Portfolio: Portfolio of 4 assets % of Initial Pool: 3.7% Property Type: Multifamily Mortgage Loan Seller: Column Financial, Inc. Location: Florida Interest Rate: 7.880% Years Built/Renovated: 1973/1997 Balloon Term: 10 years Collateral: 4 Multifamily properties with 1,520 total units Amortization Term: 30 years Call Protection: Prepayment lockout; U.S. Property Management: Westdale Asset Management Ltd. Treasury defeasance permitted as of the 2 year anniversary of the Closing Date. U/W Net Cash Flow: $6,247,290 Cut-Off Date LTV: 77.0% Appraised Value: $75,300,000 Maturity/ARD LTV: 68.7% Appraisal Date: April 8, 1999 to April 9, 1999 U/W DSCR: 1.24x Wtd. Avg. Occupancy Rate at 95% U/W: Cross Collateralization/ Yes/Yes Default: Special Provisions: Cash Management Allocated Loan Amount Property Name City State Units Year Built/Renovated at Cut-off Date - ----------------------------------------------------------------------------------------------------------------- Arbor Lake Club Apartments Miami FL 712 1978/1990 $30,100,000 The Parkview Apartments - FL Pembroke Pines FL 208 1987 $9,550,000 Heron's Cove Apartments Orlando FL 324 1973/1997 $9,500,000 Horizons North Apartments North Miami FL 276 1982 $8,850,000 - -----------------------------------------------------------------------------------------------------------------
Additional Information: The subject multifamily properties' amenities include tennis courts, pools, parking, laundry facilities, on-site management office and fitness centers. In general, the properties are 95% occupied. The borrower is a single-purpose entity affiliated with Fifteen Southeast Realty, Inc. which currently owns 16,000 multifamily units. The properties will be managed by an affiliate of the borrower, Westdale Asset Management Ltd., which currently manages over 30,000 units. The reserves include a $2.35 million upgrade and improvement escrow reserve that is in the excess of the contractual recurring reserve of $250/unit that may be applied to the properties. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 21 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 The Herald Center Loan
LOAN INFORMATION PROPERTY INFORMATION - --------------------------------------------------------- --------------------------------------------------------------- Cut-off Date Balance: $49,975,508 Single Asset/Portfolio: Single Asset % of Initial Pool: 3.2% Property Type: Retail Mortgage Loan Seller: Column Financial, Inc. Location: New York, New York Interest Rate: 7.754% Years Built/Renovated: 1910/1985 Term to ARD: 10 years Collateral: 249,504 square foot vertical mall located in New York City Amortization Term: 30 years Property Management: J.E.M.B. Realty Corp. Call Protection: Prepayment lockout; U.S. Treasury defeasance U/W Net Cash Flow: $5,825,420 permitted as of the 2 year anniversary of the Closing Appraised Value: $75,000,000 Date Appraisal Date: January 1, 1999 Cut-Off Date LTV: 66.6% Occupancy Rate at U/W: 100% Maturity/ARD LTV: 59.3% U/W DSCR: 1.35x Cross Collateralization/ Default: No/No Special Provisions: ARD Loan, Hard lockbox
Additional Information: Herald Center is a nine-story vertical mall located on the northwest corner of Sixth Avenue and 33rd Street. The subject currently has 9 tenants, with Toy's "R" Us (S&P A-), Kid's "R" Us and Daffy's, Inc. occupying approximately 87%. Kiosks and smaller ground floor retail spaces occupy 3%, and the remaining 12% is occupied by the NYS DMV. The borrower is a single-purpose entity controlled by JEMB Realty Corporation. The principal Joseph Jerome, has been involved in the management and leasing of commercial office buildings, industrial parks, commercial condominiums and retail property for over 13 years. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 22 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 The Alliance Loan
LOAN INFORMATION PROPERTY INFORMATION - --------------------------------------------------------- ------------------------------------------------------------------ Cut-off Date Balance: $45,964,360 Single Asset/Portfolio: Portfolio of 3 assets % of Initial Pool: 3.0% Property Type: Multifamily Mortgage Loan Seller: Column Financial, Inc. Location: Texas Interest Rate: 7.220% Years Built/Renovated: 1978/1997 Balloon Term: 10 years Collateral: 3 Multifamily properties with 1,970 total units Amortization Term: 30 years Property Management: Alliance Residential Management, LLC Call Protection: Prepayment lockout; U.S. Treasury defeasance U/W Net Cash Flow: $5,002,185 permitted as of the 2 year anniversary of the Closing Appraised Value: $63,850,000 Date Appraisal Date: January 15, 1999 to January 20, 1999 Cut-Off Date LTV: 72.0% Wtd. Avg. Occupancy Rate at Maturity/ARD LTV: 63.3% U/W: 96% U/W DSCR: 1.33x Cross Collateralization/ Default: Yes/Yes Special Provisions: Cash Management Allocated Loan Amount Property Name City State Units Year Built/Renovated at Cut-off Date - ------------------------------------------------------------------------------------------------------- Sterling Point Apartments Houston TX 922 1978/1997 $20,751,731 Sandridge Apartments Pasadena TX 504 1978/1994 $15,099,893 Woodscape Apartments Houston TX 544 1979/1997 $10,112,736 - -------------------------------------------------------------------------------------------------------
Additional Information: The subject multifamily properties' amenities include tennis courts, pools, parking, laundry facilities, on-site management office and fitness centers. In general, the properties are 96% occupied. Principals of the borrower, Alliance JT Portfolio Limited Partnership, include Andrew Schor and Steven Ivankovich. The borrower is affiliated with Alliance Holdings, Inc. ("Alliance"), a privately owned real estate investment, development, and finance firm concentrated in the multifamily housing business. Alliance and its affiliates own interests in and manage more than 24,000 units throughout Texas, in the Midwest and along the eastern seaboard from Virginia to Florida. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 23 DLJCMC Series 1999-CG2 Collateral and Structural Term Sheet June 3, 1999 The Stone Fort Loans
LOAN INFORMATION PROPERTY INFORMATION - --------------------------------------------------------- ----------------------------------------------------------------- Cut-off Date Balance: $36,135,000 Single Asset/Portfolio: Portfolio of 5 assets % of Initial Pool: 2.3% Property Type: 3 Office, 1 Mixed Use, 1 Industrial Mortgage Loan Seller: GE Capital Access, Inc. Location: Chattanooga, Tennessee Interest Rate: 7.470% Years Built/Renovated: 1946/1997 Balloon Term: 10 years Collateral: 3 Office, 1 Mixed Use, 1 Industrial Amortization Term: 30 years Property Management: Stone Fort Land Co. Call Protection: Prepayment lockout; U.S. U/W Net Cash Flow: $3,945,786 Treasury defeasance permitted as of the 2 year Appraised Value: $50,285,000 anniversary of the Closing Date Appraisal Date: April 2, 1999 Cut-Off Date LTV: 71.9% Wtd. Avg. Occupancy Rate at U/W: 92% Maturity/ARD LTV: 63.5% U/W DSCR: 1.31x Cross Collateralization/ Default: Yes/Yes Allocated Property Square Year Built/ Loan Amount Property Name Type Feet Renovated at Cut-off Date - -------------------------------------------------------------------------------------------------------------------------------- Stone Fort Land - The Tallan Office Building & The Tallan Parking Garage Mixed Use 148,971 1982 $13,356,952 Stone Fort Land - The Krystal Office Building Office 135,625 1979 $ 9,258,048 Stone Fort Land - Riverside Center Office 135,000 1946/1997 $ 8,514,000 Stone Fort Land - Harrison Direct Warehouse Industrial 184,700 1986 $ 3,680,000 Stone Fort Land - Tennessee American Water Company Office Building Office 15,488 1978 $ 1,326,000 - --------------------------------------------------------------------------------------------------------------------------------
Additional Information: The Office Properties are all located in the Chattanooga, Tennessee. These assets contain 286,113 sf and are all considered Class A properties. Major tenants include The Krystal Company, a fast food franchisor (35,739 sf, exp. 2009) and Erlanger Health System, the largest health-care provider in Hamilton County (82,592 sf, exp. 2006). The Mixed Use Property is an office building with an attached parking garage located in the Chattanooga Central Business District. The garage services the subject building as well as the Krystal Office building (part of the subject loans). The parking garage houses two seven-story elevators. The Industrial Property is presently occupied by three tenants. The major tenant, Harrison Direct, Inc. (HDI) (177,500 sf, exp. 2004), has been a tenant at the building since 1988. HDI is a "fulfillment" company that operates a mail order and distribution business, delivering marketing promotional merchandise for Coca-Cola and other large consumer-oriented merchandise companies. HDI is 33% owned by Coca-Cola. The borrower is a single-purpose entity with an independent director controlled by Stone Fort Properties. The properties are managed by Stone Fort Land Co. The investment summary is prepared solely for informational purposes and no offer to sell or solicitation of any offer to purchase securities is being made hereby. This summary is for use by Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. personnel to assist them in determining when potential investors wish to proceed with an in-depth investigation of the proposed offering. While the information contained herein is from sources believed to be reliable, it has not been independently verified by Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. or any of their respective affiliates. And such entities make no representations or warranties with respect to the information contained herein or as to the appropriateness, usefulness or completeness of these materials. Any computational information set forth herein (including without limitation any computations of yields and weighted average life) is hypothetical and based on certain assumptions (including without limitation assumptions regarding the absence of voluntary and involuntary prepayments, or the timing of such occurrences). The actual characteristics and performance of the mortgage loans will differ from such assumptions and such differences may be material. This document is subject to errors, omissions and changes in the information and is subject to modification or withdrawal at any time with or without notice. The information contained herein supersedes any and all information contained in any previously furnished summaries or terms sheets and shall be superseded by any subsequently furnished similar materials. The information contained herein shall be superseded by a final prospectus and prospectus supplement and by subsequent summary memoranda. No purchase of any securities may be made unless and until a final prospectus or private placement memorandum has been received by a potential investor and such investor has complied with all additional related offering requirements. The contents herein are not to be reproduced without the express written consent of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. Each of Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co. expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the subject proposed offering and to terminate discussions with any party at any time with or without notice. Page 24 DLJ COMMERCIAL MORTGAGE CORP. Mortgage Pass-Through Certificates The mortgage pass-through certificates offered hereby (the "Offered Certificates") and by the supplements hereto (each, a "Prospectus Supplement") will be offered from time to time in series (each, a "Series"). The Offered Certificates of any Series, together with any other mortgage pass-through certificates of such Series, are collectively referred to herein as the "Certificates". Each Series will consist of one or more classes (each, a "Class") of Certificates. Each Series will represent in the aggregate the entire beneficial ownership interest in a trust fund (with respect to any Series, the "Trust Fund") to be formed by DLJ Commercial Mortgage Corp. (the "Depositor") and including a segregated pool (a "Mortgage Asset Pool") of various types of multifamily and commercial mortgage loans ("Mortgage Loans"), mortgage-backed securities ("MBS") that evidence interests in, or that are secured by pledges of, one or more of various types of multifamily or commercial mortgage loans, or a combination of Mortgage Loans and MBS (collectively, "Mortgage Assets"). The Mortgage Loans in (and the mortgage loans underlying the MBS in) any Trust Fund will be secured by first or junior liens on, or security interests in, fee and/or leasehold estates in, or cooperative shares with respect to, one or more of the following types of real property: (i) residential properties consisting of rental or cooperatively-owned buildings with multiple dwelling units, manufactured housing communities and mobile home parks; (ii) commercial properties consisting of office buildings, properties related to the sales of consumer goods and other products and/or related to providing entertainment, recreation or personal services to the general public, hospitality properties, casinos, health care-related facilities, recreational vehicle parks, golf courses, marinas, ski resorts, amusement parks and other resort and recreational properties, arenas, warehouse facilities, mini-warehouse facilities, self-storage facilities, industrial facilities, parking lots and garages, churches and other religious facilities, and restaurants; and (iii) mixed use properties (that is, any combination of the foregoing) and unimproved land. Properties related to the sale of consumer goods and other products and/or providing entertainment, recreation and personal services to the general public, multifamily properties consisting of rental or cooperatively owned buildings with multiple dwelling units and office properties will represent security for a material concentration of the Mortgage Loans (and the mortgage loans underlying the MBS) constituting the Trust Fund for any Series, based on principal balance at the time such Series is issued. If so specified in the related Prospectus Supplement, the Trust Fund for a Series may also include letters of credit, surety bonds, insurance policies, guarantees, reserve funds, guaranteed investment contracts, 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. See "Description of the Trust Funds", "Description of the Certificates" and "Description of Credit Support". ----------- (cover continued on next page) PROCEEDS OF THE ASSETS IN THE RELATED TRUST FUND WILL BE THE SOLE SOURCE OF PAYMENTS ON THE OFFERED CERTIFICATES. THE OFFERED CERTIFICATES WILL NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE REMIC ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, TRUSTEES, BENEFICIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS. NEITHER THE OFFERED CERTIFICATES NOR THE MORTGAGE ASSETS WILL BE GUARANTEED OR INSURED BY THE DEPOSITOR OR ANY OF ITS AFFILIATES OR, UNLESS OTHERWISE SPECIFIED IN THE RELATED PROSPECTUS SUPPLEMENT, BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------- Prospective investors should review the information appearing on page 17 herein under the caption "Risk Factors" and such information as may be set forth under the caption "Risk Factors" in the related Prospectus Supplement before purchasing any Offered Certificate. The Offered Certificates of any Series may be offered through one or more different methods, including offerings through underwriters, as described herein under "Method of Distribution" and in the related Prospectus Supplement. Retain this Prospectus for future reference. This Prospectus may not be used to consummate sales of the Offered Certificates of any Series unless accompanied by the Prospectus Supplement for such Series. The date of this Prospectus is June 3, 1999 (cover continued) The yield on each Class of a Series will be affected by, among other things, the rate of payment of principal (including prepayments) on the Mortgage Assets in the related Trust Fund and the timing of receipt of such payments as described herein and in the related Prospectus Supplement. See "Yield and Maturity Considerations". A Trust Fund may be subject to early termination under the circumstances described herein and in the related Prospectus Supplement. See "Description of the Certificates--Termination; Retirement of the Certificates". As described in the related Prospectus Supplement, the Certificates of each Series, including the Offered Certificates of such Series, may consist of one or more Classes of Certificates that: (i) provide for the accrual of interest thereon based on a fixed, variable or adjustable interest rate; (ii) are senior or subordinate to one or more other Classes of Certificates in entitlement to certain distributions on the Certificates; (iii) are entitled to distributions of principal, with disproportionate, nominal or no distributions of interest; (iv) are entitled to distributions of interest, with disproportionate, nominal or no distributions of principal; (v) provide for distributions of interest thereon or principal thereof that commence only following the occurrence of certain events, such as the retirement of one or more other Classes of Certificates of such Series; (vi) provide for distributions of principal thereof 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; or (vii) provide for distributions of principal thereof to be made, subject to available funds, based on a specified principal payment schedule or other methodology. Distributions in respect of the Certificates of each Series will be made on a monthly, quarterly, semi-annual, annual or other periodic basis as specified in the related Prospectus Supplement. See "Description of the Certificates". If so provided in the related Prospectus Supplement, one or more elections may be made to treat the related Trust Fund or a designated portion thereof as a "real estate mortgage investment conduit" (each, a "REMIC") for federal income tax purposes. If applicable, the Prospectus Supplement for the Offered Certificates of any Series will specify which Class or Classes of Certificates of such Series will be considered to be regular interests in the related REMIC and which Class of Certificates of such Series or other interests will be designated as the residual interest in the related REMIC. See "Federal Income Tax Consequences". There will be no secondary market for the Offered Certificates of any Series prior to the offering thereof. There can be no assurance that a secondary market for any Offered Certificates will develop or, if one does develop, that it will continue. Unless otherwise provided in the related Prospectus Supplement, the Certificates will not be listed on any securities exchange. An Index of Principal Definitions is included at the end of this Prospectus specifying the location of definitions of important or frequently used defined terms. -2- AVAILABLE INFORMATION The Depositor has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement (of which this Prospectus forms a part) under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Offered Certificates. This Prospectus and the Prospectus Supplement relating to the Offered Certificates of each Series will contain summaries of the material terms of the documents referred to herein and therein, but do not contain all of the information set forth in the Registration Statement pursuant to the rules and regulations of the Commission. For further information, reference is made to such Registration Statement and the exhibits thereto. Such Registration Statement and exhibits can be inspected and copied at prescribed rates at the public reference facilities maintained by the Commission at its Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its Regional Offices located as follows: Chicago Regional Office, 500 West Madison, 14th Floor, Chicago, Illinois 60661; New York Regional Office, Seven World Trade Center, New York, New York 10048. Copies of such material can also be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates and electronically through the Commission's Electronic Data Gathering, Analysis and Retrieval system at the Commission's Web site (http://www.sec.gov). No dealer, salesman, or other person has been authorized to give any information, or to make any representations, other than those contained in this Prospectus or any related Prospectus Supplement, and, if given or made, such information or representations must not be relied upon as having been authorized by the Depositor or any other person. Neither the delivery of this Prospectus or any related Prospectus Supplement nor any sale made hereunder or thereunder shall under any circumstances create an implication that there has been no change in the information herein since the date hereof or therein since the date thereof. This Prospectus and any related Prospectus Supplement are not an offer to sell or a solicitation of an offer to buy any security in any jurisdiction in which it is unlawful to make such offer or solicitation. The Master Servicer, the Trustee or another specified person will cause to be provided to registered holders of the Offered Certificates of each Series periodic unaudited reports concerning the related Trust Fund. If beneficial interests in a Class or Series of Offered Certificates are being held and transferred in book-entry format through the facilities of The Depository Trust Company ("DTC") as described herein, then unless otherwise provided in the related Prospectus Supplement, such reports will be sent on behalf of the related Trust Fund to a nominee of DTC as the registered holder of the Offered Certificates. Conveyance of notices and other communications by DTC to its participating organizations, and directly or indirectly through such participating organizations to the beneficial owners of the applicable Offered Certificates, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. See "Description of the Certificates--Reports to Certificateholders" and "--Book-Entry Registration and Definitive Certificates". The Depositor will file or cause to be filed with the Commission such periodic reports with respect to each Trust Fund as are required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission thereunder. The Depositor intends to make a written request to the staff of the Commission that the staff either (i) issue an order pursuant to Section 12(h) of the Exchange Act exempting the Depositor from certain reporting requirements under the Exchange Act with respect to each Trust Fund or (ii) state that the staff will not recommend that the Commission take enforcement action if the Depositor fulfills its reporting obligations as described in its written request. If such request is granted, the Depositor will file or cause to be filed with the Commission as to each Trust Fund the periodic unaudited reports to holders of the Offered Certificates referenced in the preceding paragraph; however, because of the nature of the Trust Funds, it is unlikely that any significant additional information will be filed. In addition, because of the limited number of Certificateholders expected for each Series, the Depositor anticipates that a significant portion -3- of such reporting requirements will be permanently suspended following the first fiscal year for the related Trust Fund. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE There are incorporated herein by reference all documents and reports filed or caused to be filed by the Depositor with respect to a Trust Fund pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of an offering of Offered Certificates evidencing interests therein. The Depositor will provide or cause to be provided without charge to each person 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). Such requests to the Depositor should be directed in writing to the Depositor at 277 Park Avenue, 9th Floor, New York, New York 10172, Attention: N. Dante LaRocca, or by telephone at (212) 892-3000. -4- TABLE OF CONTENTS
Page ---- AVAILABLE INFORMATION.............................................................................................3 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.................................................................4 SUMMARY OF PROSPECTUS.............................................................................................8 RISK FACTORS.....................................................................................................17 Limited Liquidity of Offered Certificates...................................................................17 Limited Assets..............................................................................................18 Credit Support Limitations..................................................................................18 Effect of Prepayments on Average Life of Certificates.......................................................19 Effect of Prepayments on Yield of Certificates..............................................................20 Limited Nature of Ratings...................................................................................20 Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans...........................21 Inclusion of Delinquent and Nonperforming Mortgage Loans in a Mortgage Asset Pool...........................27 Federal Tax Considerations Regarding REMIC Residual Certificates............................................28 Book-Entry Registration.....................................................................................28 Potential Conflicts of Interest.............................................................................28 Termination.................................................................................................29 DESCRIPTION OF THE TRUST FUNDS...................................................................................29 General.....................................................................................................29 Mortgage Loans..............................................................................................30 MBS.........................................................................................................40 Undelivered Mortgage Assets.................................................................................42 Certificate Accounts........................................................................................42 Credit Support..............................................................................................42 Cash Flow Agreements........................................................................................42 YIELD AND MATURITY CONSIDERATIONS................................................................................43 General.....................................................................................................43 Pass-Through Rate...........................................................................................43 Payment Delays..............................................................................................43 Certain Shortfalls in Collections of Interest...............................................................43 Yield and Prepayment Considerations.........................................................................44 Weighted Average Life and Maturity..........................................................................45 Other Factors Affecting Yield, Weighted Average Life and Maturity...........................................46 THE DEPOSITOR....................................................................................................48 DESCRIPTION OF THE CERTIFICATES..................................................................................48 General.....................................................................................................48 Distributions...............................................................................................49 Distributions of Interest on the Certificates...............................................................50
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Page ---- Distributions of Principal of the Certificates..............................................................51 Distributions on the Certificates in Respect of Prepayment Premiums or in Respect of Equity Participations....................................................................52 Allocation of Losses and Shortfalls.........................................................................52 Advances in Respect of Delinquencies........................................................................52 Reports to Certificateholders...............................................................................53 Voting Rights...............................................................................................53 Termination.................................................................................................54 Book-Entry Registration and Definitive Certificates.........................................................54 DESCRIPTION OF THE POOLING AGREEMENTS............................................................................56 General.....................................................................................................56 Assignment of Mortgage Assets...............................................................................56 Representations and Warranties with respect to Mortgage Assets; Repurchases and Other Remedies..............58 Collection and Other Servicing Procedures with respect to Mortgage Loans....................................59 Sub-Servicers...............................................................................................61 Collection of Payments on MBS...............................................................................61 Certificate Account.........................................................................................61 Modifications, Waivers and Amendments of Mortgage Loans.....................................................65 Realization Upon Defaulted Mortgage Loans...................................................................65 Hazard Insurance Policies...................................................................................67 Due-on-Sale and Due-on-Encumbrance Provisions...............................................................67 Servicing Compensation and Payment of Expenses..............................................................68 Evidence as to Compliance...................................................................................68 Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator, the Manager and the Depositor ...................................................69 Events of Default...........................................................................................70 Rights Upon Event of Default................................................................................71 Amendment...................................................................................................72 List of Certificateholders..................................................................................73 The Trustee.................................................................................................73 Duties of the Trustee.......................................................................................73 Certain Matters Regarding the Trustee.......................................................................73 Resignation and Removal of the Trustee......................................................................74 DESCRIPTION OF CREDIT SUPPORT....................................................................................74 General.....................................................................................................74 Subordinate Certificates....................................................................................75 Insurance or Guarantees with Respect to Mortgage Loans......................................................75 Letter of Credit............................................................................................75 Certificate Insurance and Surety Bonds......................................................................75 Reserve Funds...............................................................................................76 Credit Support with Respect to MBS..........................................................................76 CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS..........................................................................76 General.....................................................................................................77 Types of Mortgage Instruments...............................................................................77
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Page ---- Leases and Rents............................................................................................77 Personalty..................................................................................................78 Foreclosure.................................................................................................78 Bankruptcy Laws.............................................................................................81 Environmental Considerations................................................................................82 Due-on-Sale and Due-on-Encumbrance Provisions...............................................................84 Junior Liens; Rights of Holders of Senior Liens.............................................................85 Subordinate Financing.......................................................................................85 Default Interest and Limitations on Prepayments.............................................................85 Applicability of Usury Laws.................................................................................86 Certain Laws and Regulations................................................................................86 Americans with Disabilities Act.............................................................................86 Soldiers' and Sailors' Civil Relief Act of 1940.............................................................86 Forfeitures in Drug and RICO Proceedings....................................................................87 FEDERAL INCOME TAX CONSEQUENCES..................................................................................87 General.....................................................................................................87 REMICs......................................................................................................88 Grantor Trust Funds........................................................................................106 STATE AND OTHER TAX CONSEQUENCES................................................................................114 ERISA CONSIDERATIONS............................................................................................115 General....................................................................................................115 Plan Asset Regulations.....................................................................................115 Prohibited Transaction Exemptions..........................................................................116 Insurance Company General Accounts.........................................................................117 Consultation With Counsel..................................................................................117 Tax Exempt Investors.......................................................................................117 LEGAL INVESTMENT................................................................................................118 USE OF PROCEEDS.................................................................................................120 METHOD OF DISTRIBUTION..........................................................................................120 LEGAL MATTERS...................................................................................................121 FINANCIAL INFORMATION...........................................................................................121 RATING..........................................................................................................121 INDEX OF PRINCIPAL DEFINITIONS..................................................................................123
-7- SUMMARY OF PROSPECTUS The following summary of certain pertinent information is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Prospectus and by reference to the information with respect to each Series of Certificates contained in the Prospectus Supplement to be prepared and delivered in connection with the offering of Offered Certificates of such Series. An Index of Principal Definitions is included at the end of this Prospectus. Securities Offered................... Mortgage pass-through certificates. Depositor............................ DLJ Commercial Mortgage Corp., a Delaware corporation. The Depositor's address is 277 Park Avenue, 9th Floor, New York, New York 10172 and its telephone number is (212) 892-3000. See "The Depositor". Trustee.............................. The trustee (the "Trustee") for each Series will be named in the related Prospectus Supplement. See "Description of the Pooling Agreements--The Trustee". Trustee.............................. If a Trust Fund includes Mortgage Loans, then the master servicer (the "Master Servicer") for the corresponding Series will be named in the related Prospectus Supplement. See "Description of the Pooling Agreements". Special Servicer..................... If a Trust Fund includes Mortgage Loans, then the special servicer (the "Special Servicer") for the corresponding Series 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 with respect to Mortgage Loans". MBS Administrator.................... If a Trust Fund includes MBS, then the entity responsible for administering such MBS (the "MBS Administrator") will be named in the related Prospectus Supplement. If an entity other than the Trustee or the Master Servicer is the MBS Administrator, such entity will be referred to herein as the "Manager". REMIC Administrator.................. The person (the "REMIC Administrator") responsible for the various tax-related administration duties for a Series as to which one or more REMIC elections have been made will be named in the related Prospectus Supplement. See "Federal Income Tax Consequences" and "REMICs". The Mortgage Assets.................. The Mortgage Assets will be the primary assets of any Trust Fund. The Mortgage Assets with respect to each Series will, in general, consist of a pool of mortgage loans ("Mortgage Loans") secured by first or junior liens on, or security interests in, fee and/or leasehold estates in, or cooperative -8- shares with respect to, one or more of the following types of real property: (i) residential properties consisting of rental or cooperatively-owned buildings with multiple dwelling units, manufactured housing communities and mobile home parks; (ii) commercial properties consisting of office buildings, properties related to the sale of goods and other products (such as shopping centers, malls, factory outlet centers, automotive sales centers and individual stores, shops and businesses related to sales of consumer goods and other products, including individual department stores and other retail stores, grocery stores, specialty shops, convenience stores and gas stations), properties related to providing entertainment, recreation or personal services (such as movie theaters, fitness centers, bowling alleys, salons, dry cleaners and automotive service centers), hospitality properties (such as hotels, motels and other lodging facilities) casinos, health care-related facilities (such as hospitals, skilled nursing facilities, nursing homes, congregate care facilities and, in some cases, senior housing), recreational and resort properties (such as recreational vehicle parks, golf courses, marinas, ski resorts, amusement parks and other recreational properties), arenas, storage properties (such as warehouse facilities, mini-warehouse facilities and self-storage facilities), industrial facilities, parking lots and garages, churches and other religious facilities and restaurants; and (iii) mixed use properties (that is, any combination of the foregoing) and unimproved land. The Mortgage Loans 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. If so specified in the related Prospectus Supplement, some Mortgage Loans may be delinquent or nonperforming as of the date the related Trust Fund is formed. As and to the extent described in the related Prospectus Supplement, a Mortgage Loan (i) may provide for no accrual of interest or for accrual of interest thereon at an interest rate (a "Mortgage Rate") that is fixed over its term or that adjusts from time to time, or that may be converted at the borrower's election from an adjustable to a fixed Mortgage Rate, or from a fixed to an adjustable Mortgage Rate, (ii) may provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the Mortgage Rate or to reflect the occurrence of certain events, and may permit negative amortization, (iii) may be fully amortizing or may be partially amortizing or nonamortizing, with a balloon payment due on its stated maturity date, (iv) may prohibit over its term or for a certain period prepayments and/or require payment of a premium or a yield -9- maintenance payment in connection with certain prepayments and (v) may provide for payments of principal, interest or both, on due dates that occur monthly, quarterly, semi-annually 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 approximately 40 years. No Mortgage Loan will have been originated by the Depositor. See "Description of the Trust Funds--Mortgage Loans". If any Mortgage Loan, or group of related Mortgage Loans (by reason of cross-collateralization, common borrower or affiliation of borrowers), constitutes a material 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 the Prospectus Supplement. If and to the extent specified in the related Prospectus Supplement, the Mortgage Assets with respect to a Series may also include, or consist of, mortgage participations, mortgage pass-through certificates, collateralized mortgage obligations and/or other mortgage-backed securities (collectively, "MBS"), 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 herein 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". Unless otherwise specified in the related Prospectus Supplement, the aggregate outstanding principal balance of a Mortgage Asset Pool as of the date it is formed (the "Cutoff Date") will equal or exceed the aggregate outstanding principal balance of the related Series as of the date the Certificates of such Series are initially issued (the "Closing Date"). In the event that the Mortgage Assets initially delivered do not have an aggregate outstanding principal balance as of the related Cut-off Date at least equal to the aggregate outstanding principal balance of the related Series as of the related Closing Date, the Depositor may deposit cash or Permitted Investments (as defined herein) on an interim basis with the Trustee for such Series on the related Closing Date in lieu of delivering Mortgage Assets (the "Undelivered Mortgage Assets") with an aggregate outstanding principal balance as of the related Cut-off Date equal to the shortfall amount. During the 90-day period -10- following the related Closing Date, the Depositor will be entitled to obtain a release of such cash or Permitted Investments to the extent that the Depositor delivers a corresponding amount of the Undelivered Mortgage Assets. If and to the extent that all the Undelivered Mortgage Assets are not delivered during the 90-day period following the related Closing Date, such cash or, following liquidation, such Permitted Investments will be applied to pay a corresponding amount of principal of the Certificates of such Series to the extent set forth, and on the dates specified, in the related Prospectus Supplement. The Certificates..................... Each Series will be issued in one or more Classes of Certificates pursuant to a pooling and servicing agreement or other agreement specified in the related Prospectus Supplement (in any case, a "Pooling Agreement") and will represent in the aggregate the entire beneficial ownership interest in the related Trust Fund. As described in the related Prospectus Supplement, the Certificates of each Series, including the Offered Certificates of such Series, may consist of one or more Classes of Certificates that, among other things: (i) are senior (collectively, "Senior Certificates") or subordinate (collectively, "Subordinate Certificates") to one or more other Classes of Certificates of the same Series in entitlement to certain distributions on the Certificates; (ii) are entitled to distributions of principal, with disproportionate, nominal or no distributions of interest (collectively, "Stripped Principal Certificates"); (iii) are entitled to distributions of interest, with disproportionate, nominal or no distributions of principal (collectively, "Stripped Interest Certificates"); (iv) provide for distributions of interest thereon or principal thereof that commence only after the occurrence of certain events, such as the retirement of one or more other Classes of Certificates of such Series; (v) provide for distributions of principal thereof 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; (vi) provide for distributions of principal thereof to be made, subject to available funds, based on a specified principal payment schedule or other methodology; or (vii) provide for distributions based on collections on the Mortgage Assets in the related Trust Fund attributable to prepayment premiums, yield maintenance payments or equity participations. -11- If so specified in the related Prospectus Supplement, a Series 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 other Classes of Certificates of the same Series, any of which other Classes of Certificates may also be a Class of Offered Certificates. See "Risk Factors--Effect of Prepayments on Average Life of Certificates" and "--Effect of Prepayments on Yield of Certificates". Each Certificate, other than certain Stripped Interest Certificates and certain REMIC Residual Certificates (as defined herein), will have an initial stated principal amount (a "Certificate Principal Balance"); and each Certificate, other than certain Stripped Principal Certificates and certain REMIC Residual Certificates, will accrue interest on its Certificate Principal Balance or, in the case of certain Stripped Interest Certificates, on a notional amount (a "Certificate Notional Amount"), based on a fixed, variable or adjustable interest rate (a "Pass-Through Rate"). The related Prospectus Supplement will specify the aggregate Certificate Principal Balance, aggregate Certificate 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. If so specified in the related Prospectus Supplement, a Class of Offered Certificates may have two or more component parts, each having characteristics that are otherwise described herein as being attributable to separate and distinct Classes. The Certificates will not be guaranteed or insured by the Depositor or any of its affiliates, by any governmental agency or instrumentality or by any other person or entity, unless otherwise provided in the related Prospectus Supplement. See "Risk Factors--Limited Assets". -12- Distributions of Interest on the Certificates......................... Interest on each Class of Offered Certificates (other than certain Classes of Stripped Principal Certificates and certain Classes of REMIC Residual Certificates) of each Series will accrue at the applicable Pass-Through Rate on the aggregate Certificate Principal Balance or, in the case of certain Classes of Stripped Interest Certificates, the aggregate Certificate Notional Amount thereof outstanding from time to time and will be distributed to Certificateholders as provided in the related Prospectus Supplement (each of the specified dates on which distributions are to be made, a "Distribution Date"). 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 Principal 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 described herein and in the related Prospectus Supplement. See "Risk Factors--Effect of Prepayments on Average Life of Certificates" and "--Effect of Prepayments on Yield of 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 Stripped Interest Certificates and certain Classes of REMIC Residual Certificates) will have an aggregate Certificate Principal Balance. The aggregate Certificate Principal Balance of a Class of Certificates outstanding from time to time will represent the maximum amount that the holders thereof are then entitled to receive in respect of principal from future cash flow on the assets in the related Trust Fund. Unless otherwise specified in the related Prospectus Supplement, the initial aggregate Certificate Principal Balance of all Classes of a Series will not be greater than the outstanding principal balance of the related Mortgage Assets as of the related Cut-off Date. As and to the extent described in each Prospectus Supplement, distributions of principal with respect to the related Series will be made on each Distribution Date to the holders of the Class or Classes of Certificates of such Series then entitled thereto until the Certificate Principal Balances of such Certificates have been reduced to zero. Distributions of -13- principal with respect to one or more Classes of Certificates: (i) 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; (ii) 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; (iii) may be made, subject to certain limitations, based on a specified principal payment schedule; or (iv) may be contingent on the specified principal payment schedule for another 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 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. See "Description of the Certificates--Distributions of Principal of the Certificates". Credit Support and Cash Flow Agreements...................... If so provided in the related Prospectus Supplement, 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, which other Classes may include one or more Classes of Offered Certificates, or by one or more other types of credit support, which may include a letter of credit, a surety bond, an insurance policy, a guarantee, a reserve fund, or a combination thereof (any such coverage with respect to the Certificates of any Series, "Credit Support"). If so provided in the related Prospectus Supplement, a Trust Fund may include: (i) 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 (ii) 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 (any such agreement, in the case of clause (i) or (ii), a "Cash Flow Agreement"). Certain relevant information regarding any Credit Support or Cash Flow Agreement applicable to the Offered Certificates of any Series will be set forth in the related Prospectus Supplement. See "Risk Factors--Credit Support Limitations", "Description of the Trust Funds--Credit Support" and "--Cash Flow Agreements" and "Description of Credit Support". -14- Advances............................. 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 make, or have the option of making, certain advances with respect to delinquent scheduled payments of principal and/or interest on such Mortgage Loans. 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 herein and in the related Prospectus Supplement. See "Description of the Certificates--Advances in Respect of Delinquencies". If and to the extent provided in the Prospectus Supplement for the Offered Certificates of any Series, any entity making such advances may be entitled to receive interest thereon for a specified period during which certain or all of such advances are outstanding, payable from amounts in the related Trust Fund. See "Description of the Certificates--Advances in Respect of Delinquencies". If a Trust Fund includes MBS, any comparable advancing obligation of a party to the related Pooling Agreement, or of a party to the related MBS Agreement, will be described in the related Prospectus Supplement. Optional Termination................. If so specified in the related Prospectus Supplement, a Trust Fund may be subject to optional early termination through the repurchase of the Mortgage Assets included in such Trust Fund by the party or parties specified in such Prospectus Supplement, under the circumstances and in the manner set forth therein, thereby resulting in early retirement for the Certificates of the related Series. If so provided in the related Prospectus Supplement, upon the reduction of the aggregate Certificate Principal Balance of a specified Class or Classes of Certificates by a specified percentage or amount or upon a specified date, a party specified therein 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 therein. See "Description of the Certificates--Termination". Federal Income Tax Consequences...... The Certificates of each Series will constitute or evidence ownership of either (i) "regular interests" ("REMIC Regular Certificates") and "residual interests" ("REMIC Residual Certificates") in a Trust Fund, or a designated portion thereof, treated as a REMIC under Sections 860A through 860G of the Internal Revenue Code of 1986 (the "Code"), or (ii) interests ("Grantor Trust Certificates") in a Trust Fund treated as a grantor trust under applicable provisions of the -15- Code. It is recommended that Investors consult their tax advisors concerning the specific tax consequences to them of the purchase, ownership and disposition of the Offered Certificates and to review "Federal Income Tax Consequences" herein and in the related Prospectus Supplement. ERISA Considerations................. Fiduciaries of employee benefit plans and 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 are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, should review with their legal advisors whether the purchase or holding of Offered Certificates could give rise to a transaction that is prohibited or is not otherwise permissible either under ERISA or Section 4975 of the Code. See "ERISA Considerations" herein and in the related Prospectus Supplement. Legal Investment..................... The Offered Certificates will constitute "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended ("SMMEA"), only if so specified in the related Prospectus Supplement. Investors whose investment authority is subject to legal restrictions should consult their legal advisors to determine whether and to what extent the Offered Certificates constitute legal investments for them. See "Legal Investment" herein 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 (each, a "Rating Agency"). See "Rating" herein and in the related Prospectus Supplement. -16- RISK FACTORS In considering an investment in the Offered Certificates of any Series, investors should consider, among other things, the following risk factors and any other 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 MBS included in such Trust Fund. Limited Liquidity of Offered Certificates General. The Offered Certificates of any Series may have limited or no liquidity. Accordingly, an investor may be forced to bear the risk of its investment in any Offered Certificates for an indefinite period of time. Furthermore, except to the extent described herein and in the related Prospectus Supplement, Certificateholders will have no redemption rights, and the Offered Certificates of each Series are subject to early retirement only under certain specified circumstances described herein and in the related Prospectus Supplement. See "Description of the Certificates--Termination". Lack of a Secondary Market. There can be no assurance that a secondary market for the Offered Certificates of any Series will develop or, if it does develop, that it will provide holders with liquidity of investment or that it will continue for as long as such Certificates remain outstanding. The Prospectus Supplement for the Offered Certificates of any Series may indicate that an underwriter specified therein intends to establish a secondary market in such Offered Certificates; however, no underwriter will be obligated to do so. Any such secondary market may provide less liquidity to investors than any comparable market for securities that evidence interests in single-family mortgage loans. Unless otherwise provided in the related Prospectus Supplement, the Certificates will not be listed on any securities exchange. Limited Nature of Ongoing Information. The primary source of ongoing information regarding the Offered Certificates of any Series, including information regarding the status of the related Mortgage Assets and any Credit Support for such Certificates, will be the periodic reports to Certificateholders to be delivered pursuant to the related Pooling Agreement as described herein under the heading "Description of the Certificates--Reports to Certificateholders". There can be no assurance that any additional ongoing information regarding the Offered Certificates of any Series will be available through any other source. The limited nature of such information in respect of the Offered Certificates of any Series may adversely affect the liquidity thereof, even if a secondary market for such Certificates does develop. Sensitivity to Fluctuations in Prevailing Interest Rates. Insofar as a secondary market does develop with respect to Offered Certificates of any Series or with respect to any Class thereof, the market value of such Certificates will be affected by several factors, including the perceived liquidity thereof, the anticipated cash flow thereon (which may vary widely depending upon the prepayment and default assumptions applied in respect of the underlying Mortgage Loans) and prevailing interest rates. The price payable at any given time in respect of certain Classes of Offered Certificates (in particular, a Class with a relatively long average life, a Companion Class (as defined herein) or a Class of Stripped Interest Certificates or Stripped Principal Certificates) may be extremely sensitive to small fluctuations in prevailing interest rates; and the relative change in price for an Offered Certificate in response to an upward or downward movement in prevailing interest rates may not necessarily equal the relative change in price for such Offered Certificate in response to an equal but opposite movement in such rates. Accordingly, the sale of Offered Certificates by a holder in any secondary market that may develop may be at a discount from the price paid by such holder. The Depositor is not aware of any source through which price information about the Offered Certificates will be generally available on an ongoing basis. -17- Limited Assets Unless otherwise specified in the related Prospectus Supplement, neither the Offered Certificates of any Series nor the Mortgage Assets in the related Trust Fund will be guaranteed or insured by the Depositor or any of its affiliates, by any governmental agency or instrumentality or by any other person or entity; and no Offered Certificate of any Series will represent a claim against or security interest in the Trust Fund for any other Series. Accordingly, if the related Trust Fund has insufficient assets to make payments on a Series of Offered Certificates, no other assets will be available for payment of the deficiency, and the holders of one or more Classes of such Offered Certificates 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 (as defined herein) and any accounts maintained as Credit Support, may be withdrawn under certain conditions, if and to the extent described in the related Prospectus Supplement, for purposes other than the payment of principal of or interest on the Certificates of the related Series. If and to the extent so provided in the Prospectus Supplement relating to a Series consisting of 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. Credit Support Limitations Limitations Regarding Types of Losses Covered. The Prospectus Supplement for the Offered Certificates of any Series will describe any Credit Support provided with respect thereto. Use of Credit Support will be subject to the conditions and limitations described herein and in the related Prospectus Supplement. Moreover, such Credit Support may not cover all potential losses; 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 such losses not covered by Credit Support may, at least in part, be allocated to one or more Classes of Offered Certificates. Disproportionate Benefits to Certain Classes and Series. A Series may include one or more Classes of Subordinate Certificates (which may include Offered Certificates), if so provided in the related Prospectus Supplement. 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 those Classes of Offered Certificates having a later right of payment. 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. Limitations Regarding the Amount of Credit Support. 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. There can, however, be no assurance that the loss experience 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 -18- assumed levels, the holders of one or more Classes of Offered Certificates will be required to bear such additional losses. Effect of Prepayments on Average Life of Certificates As a result of prepayments on the Mortgage Loans in any Trust Fund, the amount and timing of distributions of principal and/or interest on the Offered Certificates of the related Series may be highly unpredictable. Prepayments on the Mortgage Loans in any Trust Fund will result in a faster rate of principal payments on one or more Classes of Certificates of the related Series than if payments on such Mortgage Loans were made as scheduled. Thus, the prepayment experience on the Mortgage Loans in a Trust Fund may affect the average life of one or more Classes of Certificates of the related Series, including a Class of 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 legal factors. For example, if prevailing interest rates fall significantly below the Mortgage Rates borne by the Mortgage Loans included in a Trust Fund, then, subject to the particular terms of the Mortgage Loans (e.g., provisions that prohibit voluntary prepayments during specified periods or impose penalties in connection therewith) and the ability of borrowers to obtain new financing, 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 included in a Trust Fund, 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. There can be no assurance as to the actual rate of prepayment on the Mortgage Loans in any Trust Fund or that such rate of prepayment will conform to any model described herein or in any Prospectus Supplement. As a result, depending on the anticipated rate of prepayment for the Mortgage Loans in any Trust Fund, the retirement of any Class of Certificates of the related Series 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 in any Trust Fund ultimately affect the average life of any Class of Certificates of the related Series will depend on the terms and provisions of such Certificates. A Class of Certificates, including a Class of Offered Certificates, may provide that on any Distribution Date the holders of such Certificates are entitled to a pro rata share of the prepayments on the Mortgage Loans in the related Trust Fund that are distributable on such date, to a disproportionately large share (which, in some cases, may be all) of such prepayments, or to a disproportionately small share (which, in some cases, may be none) of such prepayments. A Class of Certificates that entitles the holders thereof to a disproportionately large share of the prepayments on the Mortgage Loans in the related Trust Fund increases the likelihood of early retirement of such Class ("Call Risk") if the rate of prepayment is relatively fast; while a Class of Certificates that entitles the holders thereof to a disproportionately small share of the prepayments on the Mortgage Loans in the related Trust Fund increases the likelihood of an extended average life of such Class ("Extension Risk") if the rate of prepayment is relatively slow. As and to the extent described in the related Prospectus Supplement, the respective entitlements of the various Classes of Certificateholders of any Series to receive payments (and, in particular, prepayments) of principal of the Mortgage Loans in the related Trust Fund may vary based on the occurrence of certain events (e.g., the retirement of one or more Classes of Certificates of such Series) or subject to certain contingencies (e.g., prepayment and default rates with respect to such Mortgage Loans). A Series 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 -19- 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 Call Risk and/or Extension Risk 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. Effect of Prepayments on Yield of Certificates A Series may include one or more Classes of Offered Certificates 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 in the related Trust Fund and, where the amount of interest payable with respect to a Class is disproportionately large, as compared to the amount of principal, as with certain Classes of Stripped Interest Certificates, a holder might fail to recover its original investment under some prepayment scenarios. The extent to which the yield to maturity of any Class of Offered Certificates may vary from the anticipated yield will depend upon the degree to which such Certificates are purchased at a discount or premium and the amount and timing of distributions thereon. An investor should consider, in the case of any Offered Certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any Offered Certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield. See "Yield and Maturity Considerations". Limited Nature of Ratings Any rating assigned by a Rating Agency to a Class of Offered Certificates will reflect only its assessment of the likelihood that holders of such Offered Certificates will receive payments to which such Certificateholders are entitled under the related Pooling Agreement. 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. Furthermore, such rating will not address the possibility that prepayment of the related Mortgage Loans at a higher or lower rate than anticipated by an investor may cause such investor to experience a lower than anticipated yield or that an investor that purchases an Offered Certificate at a significant premium might fail to recover its initial investment under certain prepayment scenarios. Hence, a rating assigned by a Rating Agency does not guarantee or ensure the realization of any anticipated yield on a Class of Offered Certificates. The amount, type and nature of Credit Support, if any, provided with respect to a Series will be determined on the basis of criteria established by each Rating Agency rating one or more Classes of the Certificates of such Series. Those criteria are sometimes based upon an actuarial analysis of the behavior of mortgage loans in a larger group. However, there can be no assurance that the historical data supporting any such actuarial analysis will accurately reflect future experience, or that the data derived from a large pool of mortgage loans will accurately predict the delinquency, foreclosure or loss experience of any particular pool of Mortgage Loans. In other cases, such criteria may be based upon determinations of the values of the Mortgaged Properties that provide security for the Mortgage Loans. However, no assurance can be given that those values will not decline in the future. As a result, the Credit Support required in respect of the Offered Certificates of any Series -20- may be insufficient to fully protect the holders thereof from losses on the related Mortgage Asset Pool. See "Description of Credit Support" and "Rating". Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans General. The payment performance of the Offered Certificates of any Series will be directly related to the payment performance of the underlying Mortgage Loans. Set forth below is a discussion of certain factors that will affect the full and timely payment of the Mortgage Loans in any Trust Fund. In addition, a description of certain material considerations associated with investments in mortgage loans is included herein under "Certain Legal Aspects of Mortgage Loans". The Offered Certificates will be directly or indirectly backed by mortgage loans secured by multifamily and/or commercial properties. 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". 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; thus, the value of an income-producing property is directly related to the net operating income derived from such property. 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. 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 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 factors generally incident to interests in real property, including changes in general or local economic conditions and/or specific industry segments; declines in real estate values; declines in rental or occupancy rates; increases in interest rates, real estate tax rates and other operating expenses; increases in competition, changes in governmental rules, regulations and fiscal policies, including environmental legislation; natural disasters and civil disturbances such as earthquakes, hurricanes, floods, eruptions or riots; and other circumstances, conditions or events beyond the control of a borrower, a Master Servicer or a Special Servicer. Additional considerations may be presented by the type and use of a particular Mortgaged Property. For instance, Mortgaged Properties that operate as hospitals, nursing homes and other health care-related facilities, as well as casinos, may present special risks to lenders due to the significant governmental regulation of the ownership, operation, maintenance and/or financing of such properties. Hotel, motel and restaurant properties are often operated pursuant to franchise, management or operating agreements, which may be terminable by the franchisor or operator. Moreover, the transferability of a hotel's or restaurant's operating, liquor and other licenses upon a transfer of the hotel or restaurant, as the case may be, whether through purchase or foreclosure, is subject to local law requirements. Because of the nature of their business, recreational and entertainment facilities (including arenas, golf courses, marinas, ski resorts, amusement parks, movie theaters, bowling alleys and similar type businesses), hotels and motels and restaurants will tend to be adversely affected more quickly by a general economic downturn than other types of commercial properties as potential patrons respond to having less disposable income. In addition, marinas will be affected by various statutes and government regulations that govern the use of, and construction on, rivers, lakes and other waterways. Certain recreational properties, as well as certain hotels and motels, may have seasonal fluctuations and/or may be adversely affected by prolonged unfavorable weather conditions. Churches and other religious facilities may be highly dependent on donations which are likely to decline as economic conditions decline. Properties used as gas stations, dry cleaners and -21- industrial facilities may be more likely to have environmental issues. Many types of commercial properties are not readily convertible to alternative uses if the use for which any such property was originally intended is not successful. 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 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. Risks Particular to Retail Sales and Service Properties. In addition to risks generally associated with real estate, Retail Sales and Service Properties (as defined herein) are also affected significantly by adverse changes in consumer spending patterns, local competitive conditions (such as the supply of retail space or the existence or construction of new competitive shopping centers, malls or individual stores, shops and consumer oriented businesses), alternative forms of retailing (such as direct mail, video shopping networks and selling through the Internet, which reduce the need for retail space by retail companies), the quality and management philosophy of management, the attractiveness of the properties and the surrounding neighborhood to tenants and their customers, the public perception of the safety of customers (at shopping centers and malls, for example) and the need to make major repairs or improvements to satisfy the needs of major tenants. Retail Sales and Service Properties may be adversely affected if a significant tenant ceases operations at such locations (which may occur on account of a voluntary decision not to renew a lease, bankruptcy or insolvency of such tenant, such tenant's general cessation of business activities or for other reasons). Significant tenants at a retail property play an important part in generating customer traffic and making a retail property a desirable location for other tenants at such property. In addition, certain tenants at retail properties may be entitled to terminate their leases if an anchor tenant ceases operations at such property. In such cases, there can be no assurance that any such anchor tenants will continue to occupy space in the related shopping centers. Risks Particular to Multifamily Rental Properties. Adverse economic conditions, either local, regional or national, may limit the amount of rent that can be charged for rental units, may adversely affect tenants' ability to pay rent and may result in a reduction in timely rent payments or a reduction in occupancy levels without a corresponding decrease in expenses. Occupancy and rent levels may also be affected by construction of additional housing units, local military base closings, company relocations and closings and national and local politics, including current or future rent stabilization and rent control laws and agreements. Multifamily apartment units are typically leased on a short-term basis, and consequently, the occupancy rate of a multifamily rental property may be subject to rapid decline, including for some of the foregoing reasons. In addition, the level of mortgage interest rates may encourage tenants in multifamily rental properties to purchase single-family housing rather than continue to lease housing or the characteristics of the neighborhood in which a multifamily rental property is located may change over time in relation to newer developments. Further, the cost of operating a multifamily rental property may increase, including the cost of utilities and the costs of required capital expenditures. Also, multifamily rental properties may be subject to rent control laws which could impact the future cash flows of such properties. Certain multifamily rental properties are eligible to receive low-income housing tax credits pursuant to Section 42 of the Code ("Section 42 Properties"). However, rent limitations associated therewith may adversely affect the ability of the applicable borrowers to increase rents to maintain such Mortgaged Properties in proper condition during periods of rapid inflation or declining market value of such Mortgaged Properties. In addition, the income restrictions on tenants imposed by Section 42 of the Code may reduce the number of eligible tenants in such Mortgaged Properties and result in a reduction in occupancy rates applicable thereto. Furthermore, some eligible tenants may not find any differences in rents between the Section 42 Properties and other multifamily rental properties in the same area to be a sufficient economic incentive to reside at a Section 42 Property, which -22- may have fewer amenities or otherwise be less attractive as a residence. Additionally, the characteristics of a neighborhood may change over time or in relation to newer developments. All of these conditions and events may increase the possibility that a borrower may be unable to meet its obligations under its Mortgage Loan. Risks Particular to Cooperatively-Owned Apartment Buildings. Generally, a tenant-shareholder of a cooperative corporation must make a monthly maintenance payment to the cooperative corporation that owns the subject apartment building representing such tenant-shareholder's pro rata share of the corporation's payments in respect of the Mortgage Loan secured by, and all real property taxes, maintenance expenses and other capital and ordinary expenses with respect to, such property, less any other income that the cooperative corporation may realize. Adverse economic conditions, either local regional or national, may adversely affect tenant-shareholders' ability to make required maintenance payments, either because such adverse economic conditions have impaired the individual financial conditions of such tenant-shareholders or their ability to sub-let the subject apartments. To the extent that a large number of tenant-shareholders in a cooperatively-owned apartment building rely on subletting their apartments to make maintenance payments, the lender on any mortgage loan secured by such building will be subject to all the risks that it would have in connection with lending on the security of a multifamily rental property. See "--Risks Particular to Multifamily Rental Properties" above. In addition, if in connection with any cooperative conversion of an apartment building, the sponsor holds the shares allocated to a large number of the apartment units, any lender secured by a mortgage on such building will be subject to a risk associated with such sponsor's creditworthiness. Risks Particular to Office Properties. In addition to risks generally associated with real estate, Mortgage Loans secured by office properties are also affected significantly by adverse changes in population and employment growth (which generally creates demand for office space), local competitive conditions (such as the supply of office space or the existence or construction of new competitive office buildings), the quality and management philosophy of management, the attractiveness of the properties to tenants and their customers or clients, the attractiveness of the surrounding neighborhood and the need to make major repairs or improvements to satisfy the needs of major tenants. Office properties that are not equipped to accommodate the needs of modern business may become functionally obsolete and thus noncompetitive. In addition, office properties may be adversely affected by an economic decline in the business operated by their tenants. Such decline may result in one or more significant tenants ceasing operations at such locations (which may occur on account of a voluntary decision not to renew a lease, bankruptcy or insolvency of such tenants, such tenants' general cessation of business activities or for other reasons). The risk of such an economic decline is increased if revenue is dependent on a single tenant or if there is a significant concentration of tenants in a particular business or industry. Limited Recourse Nature of the Mortgage Loans. It is anticipated that some or all of the Mortgage Loans included in any Trust Fund 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, there can be no assurance 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". Dependence on Management. In general, a Mortgaged Property will be managed by a manager (which may be the borrower or an affiliate of the borrower), which is responsible for responding to changes in the local market for the facilities offered at the property, planning and implementing the rental or pricing structure, including staggering durations of leases and establishing levels of rent payments, and causing maintenance and capital improvements to be carried out in a timely fashion. Management errors may adversely affect the long- -23- term viability of a Mortgaged Property. In the case of certain Trust Funds, multiple Mortgaged Properties may be managed by the same property manager. A concentration of property management of Mortgaged Properties securing or underlying the Mortgage Assets in any Trust Fund will increase the risk that the poor performance of a single property manager will have widespread effect on the related Mortgage Asset Pool. Dependence on Tenants. In most cases, the Mortgaged Properties will be subject to leases, and the related borrowers will rely on periodic lease or rental payments from tenants to pay for maintenance and other operating expenses of such Mortgaged Properties, to fund capital improvements at such Mortgaged Properties and to service the related Mortgage Loans and any other outstanding debt or obligations they may have outstanding. Generally, there will be existing leases that expire during the term of the related Mortgage Loans. There can be no guaranty that tenants will renew leases upon expiration or, in the case of a commercial tenant, that it will continue operations throughout the term of its lease. Such borrowers' income would be adversely affected if tenants were unable to pay rent, if space were unable to be rented on favorable terms or at all, or if a significant tenant were to become a debtor in a bankruptcy case under the United States Bankruptcy Code. For example, if any such borrower were to relet or renew the existing leases for a significant amount of retail or office space at rental rates significantly lower than expected rates, then such borrower's funds from operations may be adversely affected. Changes in payment patterns by tenants may result from a variety of social, legal and economic factors, including, without limitation, the rate of inflation and unemployment levels and may be reflected in the rental rates offered for comparable space. In addition, upon reletting or renewing existing leases at commercial properties, borrowers will likely be required to pay leasing commissions and tenant improvement costs which may adversely affect cash flow from the related Mortgaged Property. There can be no assurances whether, or to what extent, economic, legal or social factors will affect future rental or repayment patterns. In the case of Mortgaged Properties used for certain commercial purposes, the performance and liquidation value of such properties may be dependent upon the business operated by tenants, the creditworthiness of such tenants and/or the number of tenants. In some cases, a single tenant or a relatively small number of tenants may account for all or a disproportionately large share of the rentable space or rental income of a Mortgaged Property. Accordingly, a decline in the financial condition of a significant or sole tenant, as the case may be, or other adverse circumstances of such a tenant (such as bankruptcy or insolvency), may have a disproportionately greater effect on the net operating income derived from such property than would be the case if rentable space or rental income were more evenly distributed among a greater number of tenants at such property. Property Location and Condition. The location and construction quality of a particular Mortgaged Property may affect the occupancy level as well as the rents that may be charged. The characteristics of an area or neighborhood in which a Mortgaged Property is located may change over time or in relation to competing facilities. The effects of poor construction quality will increase over time in the form of increased maintenance and capital improvements. Even good construction will deteriorate over time if the management company does not schedule and perform adequate maintenance in a timely fashion. Although the Master Servicer or the Special Servicer, as applicable, generally will be required to inspect the related Mortgaged Properties (but not mortgaged properties securing mortgage loans underlying MBS) periodically, there can be no assurance that such inspections will detect damage or prevent a default. Competition. Other comparable multifamily/commercial properties located in the same areas will compete with the Mortgaged Properties to attract residents, retail sellers, tenants, customers, patients and/or guests. 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 mortgagor competes with all lessors and developers of comparable types of real estate in the area in which the related Mortgaged Property is located. Such lessors or developers could have lower rents, lower operating costs, more favorable locations or better facilities. While a mortgagor may renovate, refurbish or expand the related Mortgaged Property to maintain such Mortgaged -24- Property and remain competitive, such renovation, refurbishment or expansion may itself entail significant risks. Increased competition could adversely affect income from and the market value of the Mortgaged Properties. In addition, the business conducted at each Mortgaged Property may face competition from other industries and industry segments. Changes in Laws. Increases in income, service or other taxes (other than real estate taxes) in respect of a Mortgaged Property generally are not passed through to tenants under leases and may adversely affect the related mortgagor's funds from operations. Similarly, changes in laws increasing the potential liability for environmental conditions existing on a Mortgaged Property or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures, which could adversely affect the related mortgagor's funds from operations. See "--Risks of Liability Arising From Environmental Conditions" herein. In the case of properties used as casinos, gambling could become prohibited in the relevant jurisdiction. Litigation. There may be legal proceedings pending and, from time to time, threatened against certain mortgagors under the Mortgage Loans, managers of the Mortgaged Properties and their respective affiliates arising out of the ordinary business of such mortgagors, managers and affiliates. There can be no assurance that such litigation may not have a material adverse effect on distributions to Certificateholders of the related Trust Fund. Limitations on Enforceability of Assignments of Leases and Rents. In general, any Mortgage Loan that is secured by a Mortgaged Property subject to leases, will be secured by an assignment of leases and rents pursuant to which the borrower assigns to the lender its right, title and interest as landlord under the leases of the related Mortgaged Property, and the income derived therefrom, as further security for the related Mortgage Loan, while retaining a license to collect rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. Some state laws may require that the lender take possession of the Mortgaged Property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, 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". Limitations on Enforceability of Cross-Collateralization. A 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 thereby, are available to support debt service on, and ultimate repayment of, the aggregate indebtedness evidenced by those 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 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 was then insolvent or was rendered insolvent by such obligation or transfer. Accordingly, a creditor seeking to realize against a Mortgaged Property subject to such cross-collateralization to repay such creditor's claim against the related borrower could assert (i) that such borrower was insolvent at the time the cross-collateralized Mortgage Loans were made and (ii) that such borrower did not, when it allowed its property to be encumbered by a lien securing the indebtedness represented by the other Mortgage Loans in the group of cross-collateralized Mortgage Loans, receive fair consideration or -25- reasonably equivalent value for, in effect, "guaranteeing" the performance of the other borrowers. Although the borrower making such "guarantee" will be receiving "guarantees" from each of the other borrowers in return, there can be no assurance that such exchanged "guarantees" would be found to constitute fair consideration or be of reasonably equivalent value, and no unqualified legal opinion to that effect will be obtained. 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. Increased Risk of Default Associated With Balloon Payments. Certain of the Mortgage Loans included in a Trust Fund may be nonamortizing or only partially amortizing over their terms to maturity and, thus, will require substantial payments of principal and interest (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 typically will depend upon its ability either to refinance the loan or to sell the related Mortgaged Property. The ability of a borrower to accomplish either of these goals will be affected by a number of factors, including the value of the related Mortgaged Property, the level of available mortgage rates at the time of sale or refinancing, the borrower's equity in the related Mortgaged Property, the financial condition and operating history of the borrower and the related Mortgaged Property, tax laws, rent control laws (with respect to certain residential properties), Medicaid and Medicare reimbursement rates (with respect to hospitals and nursing homes), prevailing general economic conditions and the availability of credit for loans secured by multifamily or commercial, as the case may be, real properties generally. Neither the Depositor nor any of its affiliates will be required to refinance any Mortgage Loan. If and to the extent described herein and in the related Prospectus Supplement, in order to maximize recoveries on defaulted Mortgage Loans, the Master Servicer or the Special Servicer will be permitted (within prescribed limits) to extend and modify Mortgage Loans that are in default or as to which a payment default is imminent. See "Description of the Pooling Agreements--Realization Upon Defaulted Mortgage Loans". While the Master Servicer or the Special Servicer generally will be required to determine that any such extension or modification is reasonably likely to produce a greater recovery than liquidation, taking into account the time value of money, there can be no assurance that any such extension or modification will in fact increase the present value of receipts from or proceeds of the affected Mortgage Loans. Limitations on Enforceability of Due-on-Sale and Debt-Acceleration Clauses. Mortgages may contain a due-on- sale clause, which permits the lender to accelerate the maturity of the Mortgage Loan if the borrower sells, transfers or conveys the related Mortgaged Property or its interest in the Mortgaged Property. Mortgages also may include a debt-acceleration clause, which permits the lender to accelerate the debt upon a monetary or nonmonetary default of the mortgagor. Such clauses are generally enforceable subject to certain exceptions. The courts of all states will enforce clauses providing for acceleration in the event of a material payment default. The equity courts of any state, however, may refuse the foreclosure of a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the acceleration unconscionable. Risk of Liability Arising From Environmental Conditions. Under the laws of certain states, contamination of real property may give rise to a lien on the property to assure the costs of cleanup. In several states, such a lien has priority over an existing mortgage lien on such property. In addition, under the laws of some states and under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, a lender may be liable, as an "owner" or "operator", for costs of addressing releases or -26- threatened releases of hazardous substances at a property, if agents or employees of the lender have become sufficiently involved in the operations of the borrower, regardless of whether the environmental damage or threat was caused by the borrower or a prior owner. A lender also risks such liability on foreclosure of the mortgage. Unless otherwise specified in the related Prospectus Supplement, if a Trust Fund includes Mortgage Loans, then the related Pooling Agreement will contain provisions generally to the effect that neither the Master Servicer nor the Special Servicer may, on behalf of the Trust Fund, acquire title to a Mortgaged Property or assume control of its operation unless the Special Servicer, based upon a report prepared by a person who regularly conducts environmental site assessments, has made the determination that it is appropriate to do so, as described under "Description of the Pooling Agreements--Realization Upon Defaulted Mortgage Loans". See "Certain Legal Aspects of Mortgage Loans--Environmental Considerations". Lack of Insurance Coverage for Certain Special Hazard Losses. Unless otherwise specified in a Prospectus Supplement, the Master Servicer and Special Servicer for the related Trust Fund will be required to cause the borrower on each Mortgage Loan in such Trust Fund to maintain such insurance coverage in respect of the related Mortgaged Property as is required under the related Mortgage, including hazard insurance; provided that, as and to the extent described herein and in the related Prospectus Supplement, each of the Master Servicer and the Special Servicer may satisfy its obligation to cause hazard insurance to be maintained with respect to any Mortgaged Property through acquisition of 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. 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, domestic animals and certain other kinds of risks. Unless the related Mortgage specifically requires the mortgagor to insure against physical damage arising from such causes, then, to the extent any consequent losses are not covered by Credit Support, such losses may be borne, at least in part, by the holders of one or more Classes of Offered Certificates of the related Series. See "Description of the Pooling Agreements--Hazard Insurance Policies". Risks of Geographic Concentration. 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 underlying certain Series 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. Inclusion of Delinquent and Nonperforming Mortgage Loans in a Mortgage Asset Pool If so provided in the related Prospectus Supplement, the Trust Fund for a particular Series may include Mortgage Loans that are past due or are nonperforming. If so specified in the related Prospectus Supplement, 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 a particular Series may not cover all losses related to such delinquent or nonperforming Mortgage Loans, and investors should consider the risk that the inclusion of such Mortgage Loans in the Trust Fund may adversely affect the rate of defaults and prepayments in respect of the subject Mortgage Asset Pool and the yield on the Offered Certificates of such Series. See "Description of the Trust Funds--Mortgage Loans--General". -27- Federal Tax Considerations Regarding REMIC Residual Certificates Holders of REMIC Residual Certificates will be required to report on their federal income tax returns as ordinary income their pro rata share of the taxable income of the related REMIC, regardless of the amount or timing of their possible receipt of cash payments, if any, from such REMIC, as described under "Federal Income Tax Consequences--REMICs". REMIC Residual Certificates may have "phantom income" associated with them. That is, taxable income may be reportable with respect to a REMIC Residual Certificate early in the term of the related REMIC with a corresponding amount of tax losses reportable in later years of that REMIC's term. Under these circumstances, the present value of the tax detriments with respect to the related REMIC Residual Certificate may significantly exceed the present value of the related tax benefits accruing later. Therefore, the after-tax yield on a REMIC Residual Certificate may be significantly less than that of a corporate bond or stripped instrument having similar cash flow characteristics, and certain REMIC Residual Certificates may have a negative "value". The requirement that holders of REMIC Residual Certificates report their pro rata share of the taxable income and net loss of the related REMIC will continue until the Certificate Principal Balances of all Certificates of the related Series have been reduced to zero. All or a portion of such Certificateholder's share of the related REMIC's taxable income may be treated as "excess inclusion" income to such holder, which (i) generally will not be subject to offset by losses from other activities, (ii) for a tax-exempt holder, will be treated as unrelated business taxable income and (iii) for a foreign holder, will not qualify for exemption from withholding tax. Moreover, because an amount of gross income equal to the fees and non-interest expenses of each REMIC will be allocated to the REMIC Residual Certificates, but such expenses will be deductible by holders of REMIC Residual Certificates who are individuals only as miscellaneous itemized deductions, REMIC Residual Certificates will generally not be appropriate investments for individuals, estates or trusts or for pass-through entities (including partnerships and S corporations) beneficially owned by, or having as partners or shareholders, one or more individuals, estates or trusts. In addition, REMIC Residual Certificates are subject to certain restrictions on transfer, including, but not limited to prohibition on transfers to investors that are not U.S. persons. See "Federal Income Tax Consequences" and "REMICs - Taxation of Owners of REMIC Residual Certificates". Book-Entry Registration If so provided in the related Prospectus Supplement, one or more Classes of the Offered Certificates of any Series 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 DTC. As a result, unless and until corresponding Definitive Certificates are issued, the Certificate Owners with respect to any Class of Book-Entry Certificates will be able to exercise the rights of Certificateholders only indirectly through DTC and its participating organizations ("DTC Participants"). In addition, the access of Certificate Owners to information regarding the Book-Entry Certificates in which they hold interests may be limited. Conveyance of notices and other communications by DTC to DTC Participants, and directly and indirectly through such DTC Participants to Certificate Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Furthermore, as described herein, Certificate Owners may suffer delays in the receipt of payments on the Book-Entry Certificates, and the ability of any Certificate Owner to pledge or otherwise take actions with respect to its interest in the Book-Entry Certificates may be limited due to the lack of physical certificate evidencing such interest. See "Description of the Certificates--Book-Entry Registration and Definitive Certificates". Potential Conflicts of Interest 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 and/or MBS Administrator, as applicable. If so specified in the related Prospectus -28- Supplement, an affiliate of the Depositor, or the Mortgage Asset Seller or an affiliate thereof, may perform the functions of Master Servicer, Special Servicer, REMIC Administrator and/or MBS Administrator, as applicable. In addition, any party to a Pooling Agreement or any affiliate thereof may own Certificates. Investors in the Offered Certificates should consider that any resulting conflicts of interest could affect the performance of duties under the related Pooling Agreement. For example, if the Master Servicer or Special Servicer for any Trust Fund owns a significant portion of any Class of Certificates of the related Series, then, notwithstanding the applicable servicing standard imposed by the related Pooling Agreement, such fact could influence servicing decisions in respect of the Mortgage Loans in such Trust Fund. Also, if specified in the related Prospectus Supplement, the holders of a specified Class or Classes of Subordinate Certificates may have the ability to replace the Special Servicer or direct the Special Servicer's actions in connection with liquidating or modifying defaulted Mortgage Loans. Investors in such specified Class or Classes of Subordinate Certificates may have interests when dealing with defaulted Mortgage Loans that are in conflict with those of the holders of the Offered Certificates of the same Series. Termination If so provided in the related Prospectus Supplement, upon a specified date or upon the reduction of the aggregate Certificate Principal Balance of a specified Class or Classes of Certificates to a specified amount, 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. In addition, if so specified in the related Prospectus Supplement, upon the reduction of the aggregate principal balance of some or all of the Mortgage Assets to a specified amount, a party or parties designated therein 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 thereof 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 or purchased, together with interest thereon, and therefore, as a result of such a sale or purchase, the Certificateholders of one or more Classes of Certificates may receive an amount less than the aggregate Certificate Principal Balance of, and accrued unpaid interest on, their Certificates. See "Description of the Certificates--Termination". DESCRIPTION OF THE TRUST FUNDS General The primary assets of each Trust Fund will consist of (i) various types of multifamily or commercial mortgage loans ("Mortgage Loans"), (ii) mortgage participations, pass-through certificates, collateralized mortgage obligations or other mortgage-backed securities ("MBS") that evidence interests in, or that are secured by pledges of, one or more of various types of multifamily or commercial mortgage loans or (iii) a combination of Mortgage Loans and MBS (collectively, "Mortgage Assets"). Each Trust Fund will be established by the Depositor. Each Mortgage Asset will be selected by the Depositor for inclusion in a Trust Fund from among those purchased, either directly or indirectly, from a prior holder thereof (a "Mortgage Asset Seller"), which prior holder 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. -29- Mortgage Loans General. The Mortgage Loans will be evidenced by promissory notes (the "Mortgage Notes") and secured by mortgages, deeds of trust or similar security instruments (the "Mortgages") that create first or junior liens on, or security interests in, fee or leasehold estates in, or cooperative shares with respect to, properties (the "Mortgaged Properties") consisting of one or more of the following types of real property: (i) residential properties ("Multifamily Properties") consisting of rental or cooperatively-owned buildings with multiple dwelling units, manufactured housing communities and mobile home parks; (ii) commercial properties ("Commercial Properties") consisting of office buildings, properties related to the sale of consumer goods and other products (such as shopping centers, malls, factory outlet centers, automotive sales centers and individual stores, shops and businesses related to sales of consumer goods and other products, including individual department stores and other retail stores, grocery stores, specialty shops, convenience stores and gas stations), properties related to providing entertainment, recreation and personal services (such as movie theaters, fitness centers, bowling alleys, salons, dry cleaners and automotive service centers), hospitality properties (such as hotels, motels and other lodging facilities), casinos, health care-related facilities (such as hospitals, skilled nursing facilities, nursing homes, congregate care facilities and, in some cases, senior housing), recreational and resort properties (such as recreational vehicle parks, golf courses, marinas, ski resorts, amusement parks and other recreational properties), arenas, storage properties (such as warehouse facilities, mini-warehouse facilities and self-storage facilities), industrial facilities, parking lots and garages, churches and other religious facilities, and restaurants; and (iii) mixed use properties (that is, any combination of the foregoing) and unimproved land. The Mortgaged Properties may include commercial and/or residential structures owned by private cooperative corporations ("Cooperatives"). 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 (together with any extension options) will exceed the term of the Mortgage Note by at least ten years. Unless otherwise specified in the related Prospectus Supplement, each Mortgage Loan will have been originated by a person (the "Originator") other than the Depositor. If so provided in the related Prospectus Supplement, Mortgage Assets for a Series may include Mortgage Loans secured by junior liens, and the loans secured by the related senior liens ("Senior Liens") may not be included in the Mortgage Asset 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 Mortgaged 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 (i) the risk of delay in distributions while a deficiency judgment against the borrower is obtained and (ii) 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 -30- 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 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. Mortgage Loans Secured by Retail Sales and Service Properties. Retail properties and other properties related to the sale of consumer goods and other products and/or providing entertainment, recreation and personal services to the general public ("Retail Sales and Service Properties") may include shopping centers, factory outlet centers, malls, automotive sales and service centers and other individual stores, shops and consumer oriented businesses, such as department stores and other retail stores, grocery stores, convenience stores, specialty shops, gas stations, movie theaters, fitness centers, bowling alleys, salons and dry cleaners. Such properties (if not owner occupied) generally derive all or a substantial percentage of their income from lease payments from commercial tenants. Income from and the market value of Retail Sales and Service Properties is dependent on various factors including, but not limited to, the ability to lease space in such properties, the ability of tenants to meet their lease obligations, and the possibility of a significant tenant becoming bankrupt or insolvent. Retail Sales and Service Properties will be affected by perceptions by prospective customers of the safety, convenience, services and attractiveness of such property and by market demographics, consumer habits and traffic patterns, the access to and visibility of such property and the availability of parking at such property. The correlation between the success of tenant businesses and property value is more direct with respect to Retail Sales and Service Properties than other types of commercial property because a significant component of the total rent paid by such tenants is often tied to a percentage of gross sales or revenues. Declines in sales or revenues of tenants of such types of properties will likely cause a corresponding decline in percentage rents and such tenants may become unable to pay their rent or other occupancy costs. The default by a tenant under its lease could result in delays and costs in enforcing the lessor's rights. Repayment of the related Mortgage Loans will be affected by the expiration of space leases and the ability of the respective borrowers to renew or relet the space on comparable terms. Even if vacated space is successfully relet, the costs associated with reletting, including tenant improvements, leasing commissions and free rent, could be substantial and could reduce cash flow from Retail Sales and Service Properties. The correlation between the success of the shops and other businesses at a Retail Sales and Service Property and the value of such property is increased when the property is a single tenant property or is largely owner occupied. Retail Sales and Service Properties would be expected to be directly and adversely affected by a decline in the local, regional and/or national economy and reduced consumer spending. Whether a mall or shopping center is "anchored" or "unanchored" is also an important distinction. Anchor tenants in malls and shopping centers traditionally have been a major factor in the public's perception of such types of properties. The anchor tenants at a mall or shopping center play an important part in generating customer traffic and making the property a desirable location for other tenants. The failure of an anchor tenant to renew its leases, the termination of an anchor tenant's lease, the bankruptcy or economic decline of an anchor tenant, or the cessation of the business of an anchor tenant (notwithstanding any continued payment of rent) can have a material negative effect on the economic performance of a mall or shopping center. Unlike certain other types of commercial properties, Retail Sales and Service Properties also face competition from sources outside a given real estate market. Catalogue retailers, home shopping networks, telemarketing, selling through the Internet, and outlet centers all compete with more traditional retail properties -31- for consumer dollars. Similarly, home movie rentals and pay-per-view movies provide alternate sources of entertainment to movie theaters. Continued growth of these alternative retail outlets (which are often characterized by lower operating costs) and entertainment sources could adversely affect the rents collectible at Retail Sales and Service Properties. Gas stations, automotive sales and service centers and dry cleaners also pose unique environmental risks because of the nature of their businesses. Some Retail Sales and Service Properties, such as malls and shopping centers, include food and beverage establishments, and prospective investors should also consider risks associated with such properties. Mortgage Loans Secured by Multifamily Rental Properties. Significant factors determining the value and successful operation of a multifamily rental property are the location of the property, the number of competing residential developments in the local market (such as apartment buildings, manufactured housing communities and site-built single family homes), the physical attributes of the multifamily building (such as its age and appearance) and state and local regulations affecting such property. In addition, the successful operation of an apartment building will depend upon other factors such as its reputation, the ability of management to provide adequate maintenance and insurance, and the types of services it provides. 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 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 provide for decontrol of rental rates upon vacancy of individual units. Any limitations on a borrower's ability to raise property rents may impair such borrower's ability to repay its Mortgage Loan from its net operating income or the proceeds of a sale or refinancing of the related Mortgaged Property. Adverse economic conditions, either local, regional or national, may limit the amount of rent that can be charged, may adversely affect tenants' ability to pay rent and may result in a reduction in timely rent payments or a reduction in occupancy levels. Occupancy and rent levels may also be affected by construction of additional housing units, local military base closings, company relocations and closings and national and local politics, including current or future rent stabilization and rent control laws and agreements. Multifamily apartment units are typically leased on a short-term basis, and consequently, the occupancy rate of a multifamily rental property may be subject to rapid decline, including for some of the foregoing reasons. In addition, the level of mortgage interest rates may encourage tenants to purchase single-family housing rather than continue to lease housing. The location and construction quality of a particular building may affect the occupancy level as well as the rents that may be charged for individual units. The characteristics of a neighborhood may change over time or in relation to newer developments. -32- Mortgage Loans Secured by Cooperatively-Owned Apartment Buildings. A cooperative apartment building and the land under the building are owned or leased by a non-profit cooperative corporation. The cooperative corporation is in turn owned by tenant-shareholders who, through ownership of stock, shares or membership certificates in the corporation, receive proprietary leases or occupancy agreements which confer exclusive rights to occupy specific apartments or units. Generally, a tenant-shareholder of a cooperative corporation must make a monthly maintenance payment to the corporation representing such tenant-shareholder's pro rata share of the corporation's payments in respect of any mortgage loan secured by, and all real property taxes, maintenance expenses and other capital and ordinary expenses with respect to, the real property owned by such cooperative corporation, less any other income that the cooperative corporation may realize. Such payments to the cooperative corporation are in addition to any payments of principal and interest the tenant-shareholder must make on any loans of the tenant-shareholder secured by its shares in the corporation. A cooperative corporation is directly responsible for building management and payment of real estate taxes and hazard and liability insurance premiums. A cooperative corporation's ability to meet debt service obligations on a mortgage loan secured by the real property owned by such corporation, as well as to pay all other operating expenses of such property, is dependent primarily upon the receipt of maintenance payments from the tenant-shareholders, together with any rental income from units or commercial space that the cooperative corporation might control. Unanticipated expenditures may in some cases have to be paid by special assessments on the tenant-shareholders. A cooperative corporation's ability to pay the amount of any balloon payment due at the maturity of a mortgage loan secured by the real property owned by such cooperative corporation depends primarily on its ability to refinance the mortgage loan. Neither the Depositor nor any other person will have any obligation to provide refinancing for any of the Mortgage Loans. In a typical cooperative conversion plan, the owner of a rental apartment building contracts to sell the building to a newly formed cooperative corporation. Shares are allocated to each apartment unit by the owner or sponsor, and the current tenants have a certain period to subscribe at prices discounted from the prices to be offered to the public after such period. As part of the consideration for the sale, the owner or sponsor receives all the unsold shares of the cooperative corporation. The sponsor usually also controls the corporation's board of directors and management for a limited period of time. Each purchaser of shares in the cooperative corporation generally enters into a long-term proprietary lease which provides the shareholder with the right to occupy a particular apartment unit. However, many cooperative conversion plans are "non-eviction" plans. Under a non-eviction plan, a tenant at the time of conversion who chooses not to purchase shares is entitled to reside in the unit as a subtenant from the owner of the shares allocated to such apartment unit. Any applicable rent control or rent stabilization laws would continue to be applicable to such subtenancy, and the subtenant may be entitled to renew its lease for an indefinite number of times, with continued protection from rent increases above those permitted by any applicable rent control and rent stabilization laws. The shareholder is responsible for the maintenance payments to the cooperative without regard to its receipt or non-receipt of rent from the subtenant, which may be lower than maintenance payments on the unit. Newly-formed cooperative corporations typically have the greatest concentration of non-tenant shareholders. Mortgage Loans Secured by Office Properties. Significant factors affecting the value of office properties include, without limitation, the quality of the tenants in the building, the physical attributes of the building in relation to competing buildings, the location of the building with respect to the central business district or population centers, demographic trends within the metropolitan area to move away from or towards the central business district, social trends combined with space management trends (which may change towards options such as telecommuting or hoteling to satisfy space needs), tax incentives offered to businesses or property owners by cities or suburbs adjacent to or near where the building is located and the strength and stability of the area where the building is located as a desirable business location. Office properties may be adversely affected by an -33- economic decline in the business operated by their tenants. The risk of such an economic decline is increased if revenue is dependent on a single tenant or if there is a significant concentration of tenants in a particular business or industry. Office properties are also subject to competition with other office properties in the same market. Competition is affected by a building's age, condition, design (including floor sizes and layout), access to transportation, availability of parking and ability to offer certain amenities to its tenants (including sophisticated building systems, such as fiberoptic cables, satellite communications or other base building technological features). Office properties that are not equipped to accommodate the needs of modern business may become functionally obsolete and thus non-competitive. The success of an office property also depends on the local economy. A company's decision to locate office headquarters in a given area, for example, may be affected by such factors as labor cost and quality, tax environment and quality of life matters, such as schools and cultural amenities. A central business district may have a substantially different economy from that of a suburb. The local economy will affect an office property's ability to attract stable tenants on a consistent basis. In addition, the cost of refitting office space for a new tenant is often higher than for other property types. Mortgage Loans Secured by Other Types of Mortgaged Properties. A Mortgage Asset Pool may also include Mortgage Loans secured by any of the following types of real property: Hospitality Properties. Hospitality properties include hotels, motels and other lodging facilities. Various factors, including location, quality and franchise affiliation affect the economic performance of a hospitality property. Adverse economic conditions, either local, regional or national, may limit the amount that can be charged for a room and may result in a reduction in occupancy levels. The construction of competing hospitality properties can have similar effects. To meet competition in the industry and to maintain economic values, continuing expenditures must be made for modernizing, refurbishing and maintaining existing facilities prior to the expiration of the anticipated useful lives. Because rooms at hospitality properties are rented for short periods of time, such properties tend to respond more quickly to adverse economic conditions and competition than do many other types of commercial properties. Furthermore, the financial strength and capabilities of the owner and operator of a hospitality property may have an impact on such property's quality of service and economic performance. Additionally, the lodging industry, in certain locations, is seasonal in nature and this seasonality can be expected to cause periodic fluctuations in room and other revenues, occupancy levels, room rates and operating expenses. Demand for travel accommodations may also be affected by changes in travel patterns caused by changes in energy prices, strikes, relocation of highways, construction of additional highways and other factors. Furthermore, the transferability of any operating, liquor and other licenses to an entity acquiring a hospitality property (either through purchase or foreclosure) is subject to local law requirements. If the particular hospitality property is subject to a franchise agreement, the rights of the franchisee under such agreement may not be transferable upon foreclosure or otherwise to a subsequent purchaser of the property or may be transferable only upon satisfaction of numerous conditions. Because of the nature of the business, hospitality properties are adversely affected by adverse economic conditions more quickly than many other types of commercial properties. Casinos. Various factors, including location and appearance, affect the economic performance of a casino. Adverse economic conditions, either local, regional or national, may limit the amount of disposable income that potential patrons may have for gambling. The construction of competing casinos can also have an adverse affect on the performance of a casino property. To meet competition, significant expenditures must be made to attract potential patrons, including, but not limited to, improving facilities, providing alternative forms of entertainment and providing free or low-cost food and lodging. Depending on the geographic location of a casino property, it may be heavily dependent on tourism for its clientele. In addition, the ownership and operation of casino properties is often subject to local or state governmental regulation, and a governmental agency or -34- authority may have jurisdiction or influence with respect to the foreclosure of a casino property, the holding and transfer of a gaming license and/or the bankruptcy or insolvency of a casino owner or operator. Health Care-Related Properties. Health-care related properties include hospitals, skilled nursing facilities, nursing homes, congregate care facilities and, in some cases, depending on the services provided, senior housing. Certain types of health care-related facilities (including nursing homes) typically receive a substantial portion of their revenues from government reimbursement programs, primarily Medicaid and Medicare. Medicaid and Medicare are subject to statutory and regulatory changes, retroactive rate adjustments, administrative rulings, policy interpretations, delays by fiscal intermediaries and government funding restrictions, all of which can adversely affect revenues from operation. Moreover, governmental payors have employed cost-containment measures that limit payments to health care providers, and there are currently under consideration various proposals for national health care relief that could further limit these payments. In addition, providers of long-term nursing care and other medical services are highly regulated by federal, state and local law and are subject to, among other things, federal and state licensing requirements, facility inspection, rate setting, reimbursement policies, and laws relating to the adequacy of medical care, distribution of pharmaceuticals, equipment, personnel operating policies and maintenance of and additions to facilities and services, any or all of which factors can increase the cost of operation, limit growth and, in extreme cases, require or result in suspension or cessation of operations. Under applicable federal and state laws and regulations, Medicare and Medicaid reimbursements are generally not permitted to be made to any person other than the provider who actually furnished the related medical goods and services. Accordingly, in the event of foreclosure on a Mortgaged Property that is operated as a health care-related facility, none of the Trustee, the Special Servicer or a subsequent lessee or operator of the Mortgaged Property would generally be entitled to obtain from federal or state governments any outstanding reimbursement payments relating to services furnished at the respective Mortgaged Properties prior to such foreclosure. Furthermore, in the event of foreclosure, there can be no assurance that the Trustee (or Special Servicer) or purchaser in a foreclosure sale would be entitled to the rights under any required licenses and regulatory approvals and such party may have to apply in its own right for such licenses and approvals. There can be no assurance that a new license could be obtained or that a new approval would be granted. In addition, health care-related facilities are generally "special purpose" properties that could not be readily converted to general residential, retail or office use, and transfers of health care-related facilities are subject to regulatory approvals under such state, and in some cases federal, law not required for transfers of most other types of commercial operations and other types of real estate, all of which may adversely affect the liquidation value. Industrial Properties. Significant factors determining the value of industrial properties are the quality of tenants, building design and adaptability, the functionality of the finish-out and the location of the property. Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment and/or by a general slow down in the economy, and an industrial property that suited the particular needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties. Furthermore, industrial properties may be adversely affected by the availability of labor sources or a change in the proximity of other supply sources. Because industrial properties frequently have a single tenant, any such property is heavily dependent on the success of such tenant's business. In addition, depending upon the business conducted at the particular property, an industrial property may be more likely than other types of commercial properties to have environmental issues. Warehouse, Mini-Warehouse and Self-Storage Facilities. Warehouse, mini-warehouse and self-storage properties (collectively, "Storage Properties") are considered vulnerable to competition because both acquisition costs and break-even occupancy are relatively low. The conversion of Storage Properties to alternative uses would generally require substantial capital expenditures. Thus, if the operation of a Storage Property becomes unprofitable due to decreased demand, competition, age of improvements or other factors such that the borrower -35- becomes unable to meet its obligations under the related Mortgage Loan, the liquidation value of that Storage Property may be substantially less, relative to the amount owing on the Mortgage Loan, than would be the case if the Storage Property were readily adaptable to other uses. Tenant privacy, anonymity and efficient access are important to the success of a Storage Property, as is building design and location. Restaurants. Various factors may affect the economic viability of individual restaurants and other establishments that are part of the food and beverage service industry ("Restaurants"), including but not limited to competition from facilities having businesses similar to the particular Restaurant; perceptions by prospective customers of the safety, convenience, services and attractiveness of the Restaurant; the cost, quality and availability of food and beverage products, negative publicity resulting from instances of food contamination, food-borne illness and similar events; changes in demographics, consumer habits and traffic patterns; the ability to provide or contract for capable management and adequate maintenance; and retroactive changes to building codes, similar ordinances and other legal requirements. Adverse economic conditions, whether local, regional or national, may limit the amount that may be charged for food and beverages and the extent to which customers dine out, and may result in a reduction in customers. The construction of competing food/drink establishments can have similar effects. Because of the nature of the business, Restaurants tend to respond to adverse economic conditions more quickly than do many other types of commercial properties. Furthermore, the transferability of any operating, liquor and other licenses to an entity acquiring a Restaurant (either through purchase or foreclosure) is subject to local law requirements. Additional factors that can affect the success of a regionally or nationally-known chain Restaurant include actions and omissions of any franchisor (including management practices that adversely affect the nature of the business or that require renovation, refurbishment, expansion or other expenditures); the degree of support provided or arranged by any franchisor, such franchisor's franchisee organizations and third-party providers of products or services; the bankruptcy or business discontinuation of any such franchisor or third-party provider; and increases in operating expenses. Chain Restaurants may be operated under franchise agreements, and such agreements typically do not contain provisions protective of lenders. A lender may be unable to succeed to the rights of the franchisee under the related franchise agreement, or the transferability of a franchise may be subject to numerous restrictions. Manufactured Housing Communities, Mobile Home Parks and Recreational Vehicle Parks. The successful operation of a Mortgaged Property operated as a manufactured housing community, mobile home park or recreational vehicle park will generally depend on the number of comparable competing properties in the local market, as well as upon other factors such as its age, appearance, reputation, management and the types of facilities and services it provides. Manufactured housing communities and mobile home parks also compete against alternative forms of residential housing, including multifamily rental properties, cooperatively-owned apartment buildings, condominium complexes and single-family residential developments. Recreational vehicle parks also compete against alternative forms of recreation and short-term lodging (for example, staying at a hotel at the beach). Manufactured housing communities, mobile home parks and recreational vehicle parks are "special purpose" properties that could not be readily converted to general residential, retail or office use. Thus, if the operation of any Mortgaged Property constituting a manufactured housing community, mobile home park or recreational vehicle park 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 Mortgaged Property may be substantially less, relative to the amount owing on the Mortgage Loan, than would be the case if the Mortgaged Property were readily adaptable to other uses. -36- Recreational and Resort Properties. The Mortgaged Properties may include various recreational and resort properties such as recreational vehicle parks, golf courses, marinas, ski resorts and amusement parks ("R&R Properties"). Various factors, including the location and appearance of and the appeal of the recreational activities offered by the subject property, affect the economic performance of an R&R Property. The construction of competing properties of the same type can also have an adverse effect on the performance of an R&R Property. In many cases, different types of R&R Properties compete with each other for patrons. In the case of certain types of R&R Properties, significant expenditures must be made to maintain, refurbish, improve and/or expand facilities in order to attract potential patrons. Depending on the geographic location of an R&R Property, it may be heavily dependent on tourism for its clientele and, accordingly, may be affected by changes in travel patterns caused by changes in energy prices, strikes, location of highways, construction of additional highways and similar factors. In some cases, business of an R&R Property may be seasonal in nature and this seasonality can be expected to cause periodic fluctuations in operating revenues and expenses. Furthermore, business at such properties can be very weather sensitive. The performance of an R&R Property will also be affected by local, regional and national economic conditions insofar as such conditions affect the amount of disposable income that potential patrons have to spend at such property. Because of the nature of the business, R&R Properties tend to respond to adverse economic conditions more quickly than do many other types of commercial properties. In addition, a marina or other R&R Properties located next to water will be affected by various statutes and government regulations that govern the use of, and construction on, rivers, lakes and other waterways. Arenas. The success of an arena generally depends on its ability to attract patrons to a variety of events, including (depending on the nature of the arena) sporting events, musical events, theatrical events, animal shows and circuses. Such ability will depend on, among other things, the appeal of the particular event, the cost of admission, perceptions by prospective patrons of the safety, convenience, services and attractiveness of the arena, and the alternative forms of entertainment available in the particular locale. In some cases, an arena's success will depend on its ability to attract and keep a sporting team as a tenant. An arena may become unprofitable (or unacceptable to such a tenant) due to decreased attendance, competition and age of improvements. Often, substantial expenditures must be made to modernize, refurbish and/or maintain existing facilities. Arenas constitute "special purpose" properties which could not be readily convertible to alternative uses. Churches and Other Religious Facilities. Churches and other religious facilities ("Religious Facilities") generally depend on charitable donations to meet expenses and pay for maintenance and capital expenditures. The extent of such donations is dependent on the attendance at any particular Religious Facility and the extent to which attendees are prepared to make donations, all of which is influenced by a variety of social, political and economic factors. It would be expected, however, that adverse economic conditions would adversely affect donations as disposable income of patrons declines. Religious Facilities are "special purpose" properties that are not readily convertible to alternative uses. Parking Lots and Garages. The primary source of income for parking lots and garages is the rental fees charged for and in connection with parking spaces. The amount of such fees will depend on the number of spaces rented and the rates at which they are rented, which, in turn, will depend on a number of factors, including the proximity of the lot or garage to locations where large numbers of people work, shop or live, the amount of alternative parking space (including free parking space) in the area where the lot or garage is located, whether the area where the lot or garage is located is otherwise accessible by mass transit (thereby limiting the number of potential vehicles requiring parking spaces) and the perceptions of potential patrons of the safety, convenience and services of the lot or garage. -37- 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 (i) the Net Operating Income derived from the related Mortgaged Property for a twelve-month period to (ii) 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 (i) noncash items such as depreciation and amortization, (ii) capital expenditures and (iii) 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 nonowner-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, recreational vehicle parks, 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 (i) the then outstanding principal balance of the Mortgage Loan and any other loans senior thereto that are secured by the related Mortgaged Property to (ii) 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 (a) the greater the incentive of the borrower to perform -38- under the terms of the related Mortgage Loan (in order to protect such equity) and (b) 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 Certificates of the related Series 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 the market comparison method (recent resale value of comparable properties at the date of the appraisal), the cost replacement method (the cost of replacing the property at such date), the income capitalization method (a projection of value based upon the property's projected net cash flow), or upon a selection from or interpolation of the values derived from 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 the Depositor believes that the foregoing considerations are important factors that generally distinguish loans secured by liens on income-producing real estate from single-family mortgage loans, there can be no assurance that all of such factors will in fact have been prudently considered by the Originators of the Mortgage Loans, or that, for a particular Mortgage Loan, they are complete or relevant. See "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--General" and "--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Increased Risk of Default Associated With Balloon Payments". Payment Provisions of the Mortgage Loans. All of the Mortgage Loans will (i) have had original terms to maturity of not more than approximately 40 years and (ii) provide for scheduled payments of principal, interest or both, to be made on specified dates ("Due Dates") that occur monthly, quarterly, semi-annually or annually. A Mortgage Loan (i) may provide for no accrual of interest or for accrual of interest thereon at a Mortgage Rate that is fixed over its term or that adjusts from time to time, or that may be converted at the borrower's election from an adjustable to a fixed Mortgage Rate, or from a fixed to an adjustable Mortgage Rate, (ii) may provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the Mortgage Rate or to reflect the occurrence of certain events, and may permit negative amortization, (iii) may be fully amortizing or may be partially amortizing or nonamortizing, with a balloon payment due on its stated maturity date, and (iv) 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. -39- Mortgage Loan Information in Prospectus Supplements. Each Prospectus Supplement will contain certain information pertaining to the Mortgage Loans in the related Trust Fund, which, to the extent then applicable, will generally include the following: (i) the aggregate outstanding principal balance and the largest, smallest and average outstanding principal balance of the Mortgage Loans, (ii) the type or types of property that provide security for repayment of the Mortgage Loans, (iii) the earliest and latest origination date and maturity date of the Mortgage Loans, (iv) 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, (v) 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, (vi) the Mortgage Rates borne by the Mortgage Loans, or the range thereof, and the weighted average Mortgage Rate borne by the Mortgage Loans, (vii) with respect to Mortgage Loans with adjustable Mortgage 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 Mortgage Rate adjustments at the time of any adjustment and over the life of the ARM Loan, (viii) information regarding the payment characteristics of the Mortgage Loans, including, without limitation, balloon payment and other amortization provisions, Lock-out Periods and Prepayment Premiums, (ix) 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 (x) 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 the initial issuance thereof and will be filed as part of a Current Report on Form 8-K with the 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 (i) 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, collateralized mortgage obligations or other mortgage-backed securities or (ii) certificates issued and/or insured or guaranteed by the Federal Home Loan Mortgage Corporation ("FHLMC"; and such certificates issued and/or insured or guaranteed thereby, "FHLMC Certificates"), the Federal National Mortgage Association ("FN\MA"; and such certificates issued and/or insured or guaranteed thereby, "FNMA Certificates"), the Governmental National -40- Mortgage Association ("GNMA"; and such certificates issued and/or insured or guaranteed thereby, "GNMA Certificates") or the Federal Agricultural Mortgage Corporation ("FAMC"; and such certificates issued and/or insured or guaranteed thereby, "FAMC Certificates"), 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, or unless otherwise discussed with the Commission, each MBS included in a Mortgage Asset Pool: (a) either will (i) have been acquired (other than from the Depositor or an affiliate thereof) in bona fide secondary market transactions or (ii) if so specified in the related Prospectus Supplement, be part of the Depositor's (or an affiliate's) unsold allotments from the Depositor's (or an affiliate's) previous offerings; and (b) unless it was issued by the Depositor or a trust established thereby, will either (i) have been previously registered under the Securities Act, (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. 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. 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 that evidence interests in MBS will specify: (i) the aggregate approximate initial and outstanding principal amount(s) and type of the MBS to be included in the Trust Fund, (ii) the original and remaining term(s) to stated maturity of the MBS, if applicable, (iii) the pass-through or bond rate(s) of the MBS or the formula for determining such rate(s), (iv) the payment characteristics of the MBS, (v) the MBS Issuer, MBS Servicer and MBS Trustee, as applicable, of each of the MBS, (vi) a description of the related credit support, if any, (vii) the circumstances under which the related underlying mortgage loans, or the MBS themselves, may be purchased prior to their maturity, (viii) the terms on which mortgage loans may be substituted for those originally underlying the MBS, (ix) 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 (x) the characteristics of any cash flow agreements that relate to the MBS. The Depositor will provide the same information regarding the MBS in any Trust Fund in its reports filed under the Exchange Act 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. -41- Undelivered Mortgage Assets Unless otherwise specified in the related Prospectus Supplement, the aggregate outstanding principal balance of a Mortgage Asset Pool as of the related Cut-off Date will equal or exceed the aggregate Certificate Principal Balance of the related Series as of the related Closing Date. In the event that Mortgage Assets initially delivered do not have an aggregate outstanding principal balance as of the related Cut-off Date at least equal to the aggregate Certificate Principal Balance of the related Series as of the related Closing Date, the Depositor may deposit cash or Permitted Investments on an interim basis with the Trustee for such Series on the related Closing Date in lieu of delivering Mortgage Assets with an aggregate outstanding principal balance as of the related Cutoff Date equal to the shortfall amount. During the 90-day period following the related Closing Date, the Depositor will be entitled to obtain a release of such cash or Permitted Investments to the extent that the Depositor delivers a corresponding amount of the Undelivered Mortgage Assets. If and to the extent all the Undelivered Mortgage Assets are not delivered during the 90-day period following the related Closing Date, such cash or, following liquidation, such Permitted Investments will be applied to pay a corresponding amount of principal of the Certificates of such Series to the extent set forth, and on the dates specified, in the related Prospectus Supplement. Certificate Accounts Each Trust Fund will include a Certificate Account consisting of one or more accounts 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". Credit Support If so provided in the Prospectus Supplement for the Offered Certificates of any Series, 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 a letter of credit, a surety bond, an insurance policy, a guarantee, a reserve fund or any combination thereof. 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 the Offered Certificate of any Series. See "Risk Factors--Credit Support Limitations" and "Description of Credit Support". Cash Flow Agreements If so provided in the Prospectus Supplement for the Offered Certificates of any Series, the related Trust Fund may include guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for such Series will be invested at a specified rate. The Trust Fund may also include 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 on one or more Classes of Certificates. 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. -42- 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--Effect of Prepayments on Average Life of 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 the Offered Certificates of any Series will specify the Pass-Through Rate for each Class of such Offered Certificates or, in the case of a Class of Offered Certificates with a variable or adjustable Pass-Through Rate, the method of determining the Pass-Through Rate; the effect, if any, of the prepayment of any Mortgage Loan on the Pass-Through Rate of one or more Classes of such Offered Certificates; and whether the distributions of interest on any Class of such Offered Certificates 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, 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 the Offered Certificates of any Series 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 the related Determination Date (as defined herein) 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 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 the Offered Certificates of each Series will -43- describe the manner in which any such shortfalls will be allocated among the respective Classes of Certificates of such Series. 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 Certificate Principal Balance (or the Certificate 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 Mortgage Rates thereon), 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), no assurance can be given 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 Stripped Interest Certificates, result in the reduction of the aggregate Certificate Notional Amount thereof). An investor should consider, in the case of any Offered Certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Mortgage Loans in the related Trust Fund could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any Offered Certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments on such Mortgage Loans could result in an actual yield to such investor that is lower than the anticipated yield. In addition, if an investor purchases an Offered Certificate at a discount (or premium), and principal payments are made in reduction of the Certificate Principal Balance or Certificate Notional Amount of such investor's Offered Certificate at a rate slower (or faster) than the rate anticipated by the investor during any particular period, any consequent adverse effects on such investor's yield would not be fully offset by a subsequent like increase (or decrease) in the rate of principal payments. In general, the aggregate Certificate Notional Amount of a Class of Stripped Interest Certificates will either (i) be based on the principal balances of some or all of the Mortgage Assets in the related Trust Fund or (ii) equal the aggregate Certificate Principal Balance of one or more of the other Classes of Certificates of the same Series. Accordingly, the yield on such Stripped Interest 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 aggregate Certificate Principal Balance of such Class or Classes of Certificates, as the case may be. Consistent with the foregoing, if a Class of Certificates of any Series consists of Stripped Interest Certificates or Stripped Principal Certificates, a lower than anticipated rate of principal prepayments on the Mortgage Loans in the related Trust Fund will negatively affect the yield to investors in Stripped Principal Certificates, and a higher than anticipated rate of principal prepayments on such Mortgage Loans will negatively affect the yield to investors in Stripped Interest 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 -44- 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. The extent of prepayments of principal of the Mortgage Loans in any Trust Fund may be affected by a number of factors, including, without limitation, the availability of mortgage credit, the relative economic vitality of the area in which the Mortgaged Properties are located, the quality of management of the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in tax laws and other opportunities for investment. In 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 Mortgage 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 (i) converting to a fixed rate loan and thereby "locking in" such rate or (ii) 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 the related 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 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 -45- 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 the Offered Certificates of any Series will contain tables, if applicable, setting forth the projected weighted average life of each Class of Offered Certificates of such Series with an aggregate Certificate Principal Balance, and the percentage of the initial aggregate Certificate Principal 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. 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. -46- 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 aggregate Certificate Principal 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 (i) limits the amount by which its scheduled payment may adjust in response to a change in its Mortgage Rate, (ii) provides that its scheduled payment will adjust less frequently than its Mortgage Rate or (iii) provides for constant scheduled payments notwithstanding adjustments to its Mortgage 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 Mortgage 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 (i) whether such Offered Certificate was purchased at a premium or a discount and (ii) 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 Stripped Interest Certificate, delay or accelerate the reduction of the Certificate 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 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 (i) a reduction in the entitlements to interest and/or the aggregate -47- Certificate Principal Balances of one or more such Classes of Certificates and/or (ii) 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. In addition to entitling the holders thereof to a specified portion (which may during specified periods range from none to all) of the principal payments received on the Mortgage Assets in the related Trust Fund, one or more Classes of Certificates of any Series, including one or more Classes of Offered Certificates of such Series, may provide for distributions of principal thereof from (i) amounts attributable to interest accrued but not currently distributable on one or more Classes of Accrual Certificates, (ii) Excess Funds or (iii) any other amounts described in the 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 (i) 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 (ii) 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 was incorporated in the State of Delaware on July 10, 1997 and is a wholly-owned subsidiary of Donaldson, Lufkin & Jenrette Inc., a Delaware corporation. The Depositor was organized, among other things, for the purposes of issuing debt securities and establishing trusts, selling beneficial interests therein and acquiring and selling mortgage assets to such trusts. The principal executive offices of the Depositor are located at 277 Park Avenue, New York, New York 10172. Its telephone number is (212) 892-3000. The Depositor does not have and is not expected to have any significant assets. DESCRIPTION OF THE CERTIFICATES General Each Series will represent the entire beneficial ownership interest in the Trust Fund created pursuant to the related Pooling Agreement. As described in the related Prospectus Supplement, the Certificates of each Series, including the Offered Certificates of such Series, may consist of one or more Classes of Certificates that, among other things: (i) provide for the accrual of interest on the aggregate Certificate Principal Balance or Certificate Notional Amount thereof at a fixed, variable or adjustable rate; (ii) constitute Senior Certificates or Subordinate Certificates; (iii) constitute Stripped Interest Certificates or Stripped Principal Certificates; (iv) provide for distributions of interest thereon or principal thereof that commence only after the occurrence of certain events, such as the retirement of one or more other Classes of Certificates of such Series; (v) provide for distributions of principal thereof to be made, from time to time or for designated periods, at a rate that is faster -48- (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; (vi) provide for distributions of principal thereof to be made, subject to available funds, based on a specified principal payment schedule or other methodology; or (vii) provide for distributions based on collections on the Mortgage Assets in the related Trust Fund attributable to Prepayment Premiums and Equity Participations. If so specified in the related Prospectus Supplement, a Class of Offered 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 Offered Certificates may have an aggregate Certificate Principal Balance on which it accrues interest at a fixed, variable or adjustable rate. Such Class of Offered Certificates may also have certain characteristics attributable to Stripped Interest Certificates insofar as it may also entitle the holders thereof to distributions of interest accrued on an aggregate Certificate Notional Amount at a different fixed, variable or adjustable rate. In addition, a Class of Certificates may accrue interest on one portion of its aggregate Certificate Principal Balance or Certificate Notional Amount at one fixed, variable or adjustable rate and on another portion of its aggregate Certificate Principal Balance or Certificate Notional Amount 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 Certificate Principal Balances or, in case of certain Classes of Stripped Interest Certificates or REMIC Residual Certificates, Certificate Notional Amounts or percentage interests, specified in the related Prospectus Supplement. As provided in the related Prospectus Supplement, one or more Classes of Offered Certificates of any Series 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 CEDEL, S.A. 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 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 ("Certificateholders") 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. In general, the Distribution Date for a Series will be the 25th day of each month (or, if any such 25th day is not a business day, the next succeeding business day), commencing in the month immediately following the month in which such Series is issued. 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 -49- 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 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") in any particular Class of Offered Certificates represented by any Certificate of such Class will be equal to the percentage obtained by dividing the initial Certificate Principal Balance or Certificate Notional Amount, as applicable, of such Certificate by the initial aggregate Certificate Principal Balance or Certificate Notional Amount, as the case may be, of such Class. Distributions of Interest on the Certificates Each Class of Certificates of each Series (other than certain Classes of Stripped Principal Certificates and certain Classes of REMIC 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 in respect of any Class of Certificates (other than a Class of Accrual Certificates, which will be entitled to distributions of accrued interest commencing only on the Distribution Date, or under the circumstances, specified in the related Prospectus Supplement, and other than any Class of Stripped Principal Certificates or REMIC Residual Certificates that is not entitled to any distributions of interest) will be made on each Distribution Date based on the Accrued Certificate Interest for such Class and such Distribution Date, subject to the sufficiency of 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 aggregate Certificate Principal 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 Stripped Interest Certificates and certain Classes of REMIC 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 aggregate Certificate Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date. Unless otherwise provided in the related Prospectus Supplement, the Accrued Certificate Interest for each Distribution Date with respect to a Class of Stripped Interest Certificates will be similarly calculated except that it will accrue on an aggregate Certificate Notional Amount that, in general, will either be (i) based on the principal balances of some or all of the Mortgage Assets in the related Trust Fund or (ii) equal to the aggregate Certificate Principal Balances of one or more other Classes of Certificates of the same Series. Reference to a Certificate Notional Amount with respect to a Stripped Interest Certificate 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 aggregate Certificate Principal 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 -50- Maturity 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 aggregate Certificate Principal 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 aggregate Certificate Principal Balance of such Class. See "Risk Factors--Effect of Prepayments on Average Life of Certificates" and "--Effect of Prepayments on Yield of 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 Stripped Interest Certificates and certain Classes of REMIC Residual Certificates) will have an aggregate Certificate Principal 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 aggregate outstanding Certificate Principal 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 aggregate Certificate Principal 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). Unless otherwise specified in the related Prospectus Supplement, the initial aggregate Certificate Principal Balance of all Classes of a Series will not be greater than the aggregate outstanding principal balance of the related Mortgage Assets as of the related Cut-off Date. The initial aggregate Certificate Principal Balance of each Class of Offered 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 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 Principal 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 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. -51- 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 (i) a reduction in the entitlements to interest and/or the aggregate Certificate Principal Balances of one or more such Classes of Certificates and/or (ii) 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 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) with respect to 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. 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 -52- 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 the Offered Certificates of any Series 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") substantially in the form, or specifying the information, set forth in the related Prospectus Supplement. In general, the Distribution Date Statement for each Distribution Date will detail the distributions on the Certificates of the related Series on such Distribution Date and the performance of the Mortgage Assets in the related Trust Fund. Within a reasonable period of time after the end of each calendar year, the Master Servicer, Manager or Trustee, as the case may be, for a Series 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 information regarding the principal, interest and other distributions on the applicable Class of Offered Certificates, 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 includes MBS, the ability of the related Master Servicer, Manager 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. Voting Rights The voting rights evidenced by each Series (as to such Series, the "Voting Rights") will be allocated among the respective Classes of Certificates of such Series in the manner described in the related Prospectus Supplement. -53- Certificateholders will generally not have a right to vote, except with respect 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 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 will terminate following (i) 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 (ii) 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, the Certificates of any Series may be subject to optional early retirement 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 aggregate Certificate Principal 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 of Certificates, 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 aggregate Certificate Principal Balance of, and accrued unpaid interest on, their Certificates. Book-Entry Registration and Definitive Certificates If so provided in the Prospectus Supplement for the Offered Certificates of any Series, one or more Classes of such Offered Certificates will be offered in book-entry format through the facilities of DTC, and each such Class will be represented by one or more global Certificates registered in the name of DTC or its nominee. If so provided in the Prospectus Supplement, arrangements may be made for clearance and settlement through the Euroclear System or CEDEL, S.A., 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 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 -54- 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 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 Manager), 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. -55- 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 (i) 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 (ii) 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. DESCRIPTION OF THE POOLING AGREEMENTS General The Certificates of each Series will be issued pursuant to 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, the REMIC Administrator. However, a Pooling Agreement that relates to a Trust Fund that includes MBS may include a Manager 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, Manager 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. The Prospectus Supplement for the Offered Certificates of any Series will describe any provision of the related Pooling Agreement that materially differs from the description thereof contained in this Prospectus. 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 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 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 Assets General. At the time of initial issuance of any Series, the Depositor will assign (or cause to be assigned) to the designated Trustee the Mortgage Assets 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 -56- respect to such Mortgage Assets after the related Cut-off Date, other than principal and interest due on or before the related Cut-off Date. The Trustee will, concurrently with such assignment, deliver the Certificates of such Series to or at the direction of the Depositor in exchange for the Mortgage Assets and the other assets to be included in the related Trust Fund. Each Mortgage Asset 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 Asset included in the related Trust Fund, which information will typically include: (i) in the case of a Mortgage Loan, the address of the related Mortgaged Property and type of such property, the Mortgage Rate (and, if applicable, the applicable index, gross margin, adjustment date and any rate cap information), the original and remaining term to maturity, the amortization term, and the original and outstanding principal balance; and (ii) in the case of an MBS, the outstanding principal balance and the pass-through rate or coupon rate. Delivery of Mortgage Loans. 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) the Mortgage Note endorsed, without recourse, either in blank or to the order of such Trustee (or its nominee), the Mortgage with evidence of recording indicated thereon (except for any Mortgage not returned from the public recording office), 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, 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 of the Depositor or a prior holder of such Mortgage Note 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 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. 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. -57- Delivery of MBS. Unless otherwise specified in the related Prospectus Supplement, the related Pooling Agreement will provide that such steps will be taken as will be necessary to cause the Trustee to become the registered owner of each MBS which is included in a Trust Fund and to provide for all distributions on each such MBS to be made either directly to the Trustee or to an MBS Administrator other than the Trustee, if any. Representations and Warranties with respect to Mortgage Assets; Repurchases and Other Remedies Unless otherwise provided in the Prospectus Supplement for the Offered Certificates of any Series, the Depositor will, with respect to each Mortgage Asset 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: (i) the accuracy of the information set forth for such Mortgage Asset on the schedule of Mortgage Loans appearing as an exhibit to the related Pooling Agreement; (ii) the Warranting Party's title to the Mortgage Loan and the authority of the Warranting Party to sell the Mortgage Loan; and (iii) in the case of a Mortgage Loan, the enforceability of the related Mortgage Note and Mortgage, the existence of title insurance insuring the lien priority of the related Mortgage, the payment status of the Mortgage Loan and the delivery of all documents required to be delivered with respect to the Mortgage Loan as contemplated under "--Assignment of Mortgage Assets--Delivery of Mortgage Loans" above. It is expected that in most cases the Warranting Party will be the Mortgage Asset Seller; however, the Warranting Party may also be the Depositor, an affiliate of the Mortgage Asset Seller or 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 Asset 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 Asset from the Trustee at a price not less than the unpaid principal balance of such Mortgage Asset as of the date of purchase, together with interest thereon at the related Mortgage Rate (or, in the case of an MBS, at the related pass-through rate or coupon rate) to a date on or about the date of purchase (in any event, the "Purchase Price"). If so provided in the Prospectus Supplement for the Offered Certificates of any Series, in lieu of repurchasing a Mortgage Asset as to which a breach has occurred, a Warranting Party will have the option, exercisable upon certain conditions and/or within a specified period after initial issuance of such Series, to replace such Mortgage Asset with one or more other mortgage loans or mortgage-backed securities that conform to the description of "Mortgage Asset" herein, 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 no other person or entity will be obligated to purchase or replace a Mortgage Asset 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 Asset as of a date prior to the date upon which the related Series is initially issued, and thus may not address events that may occur following the date as of which they were made. The date as of which the representations and warranties regarding the Mortgage Assets in any Trust Fund were made will be specified in the related Prospectus Supplement. -58- Collection and Other Servicing Procedures with respect to Mortgage Loans Unless otherwise specified in the related Prospectus Supplement, the Master Servicer and the Special Servicer for any Mortgage Asset 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 Asset 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: (i) Mortgage Loans that are delinquent in respect of a specified number of scheduled payments; (ii) 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 (iii) REO Properties. 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 -59- 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 monitor any Mortgage Loan that is in default, evaluate whether the causes of the default can be corrected over a reasonable period without significant impairment of the value of the related Mortgaged Property, initiate corrective action in cooperation with the mortgagor if cure is likely, inspect the related Mortgaged Property and 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. In the case of Mortgage Loans secured by junior liens on the related Mortgaged Properties, unless otherwise provided in the related Prospectus Supplement, the Master Servicer will be required to file (or cause to be filed) of record a request for notice of any action by a superior lienholder under the Senior Lien for the protection of the related Trustee's interest, where permitted by local law and whenever applicable state law does not require that a junior lienholder be named as a party defendant in foreclosure proceedings in order to foreclose such junior lienholder's equity of redemption. Unless otherwise specified in the related Prospectus Supplement, the Master Servicer also will be required to notify any superior lienholder in writing of the existence of the Mortgage Loan and request notification of any action (as described below) to be taken against the mortgagor or the Mortgaged Property by the superior lienholder. If the Master Servicer is notified that any superior lienholder has accelerated or intends to accelerate the obligations secured by the related Senior Lien, or has declared or intends to declare a default under the mortgage or the promissory note secured thereby, or has filed or intends to file an election to have the related Mortgaged Property sold or foreclosed, then, unless otherwise specified in the related Prospectus Supplement, the Master Servicer and the Special Servicer will each be required to take, on behalf of the related Trust Fund, whatever actions are necessary to protect the interests of the related Certificateholders and/or to preserve the security of the related Mortgage Loan, subject to the application of the REMIC Provisions (as defined herein). Unless otherwise specified in the related Prospectus Supplement, the Master Servicer or Special Servicer, as applicable, will be required to advance the necessary funds to cure the default or reinstate the Senior Lien, if such advance is in the best interests of the related Certificateholders and the Master Servicer or Special Servicer, as applicable, determines such advances are recoverable out of payments on or proceeds of the related Mortgage Loan. -60- 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 (each, a "Sub-Servicer"); 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 or Special Servicer, as applicable, and a Sub-Servicer (a "Sub-Servicing Agreement") 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". Collection of Payments on MBS Unless otherwise specified in the related Prospectus Supplement, the MBS, if any, included in the Trust Fund for any Series will be registered in the name of the Trustee. All distributions thereon will be made either directly to the Trustee or to an MBS Administrator other than the Trustee, if any. Unless otherwise specified in the related Prospectus Supplement, the related Pooling Agreement will provide that, if the Trustee or such other MBS Administrator, as applicable, has not received a distribution with respect to any MBS by a specified day after the date on which such distribution was due and payable pursuant to the terms of such MBS, the Trustee or such other MBS Administrator, as applicable, is to request the issuer or guarantor, if any, of such MBS to make such payment as promptly as possible and legally permitted and is to take such legal action against such issuer or guarantor as the Trustee or such other MBS Administrator, as applicable, deems appropriate under the circumstances, including the prosecution of any claims in connection therewith. The reasonable legal fees and expenses incurred by the Trustee or such other MBS Administrator, as applicable, in connection with the prosecution of any such legal action will be reimbursable thereto (with interest) out of the proceeds of any such action and will be retained by the Trustee or such other MBS Administrator, as applicable, prior to the deposit of any remaining proceeds in the Certificate Account pending distribution thereof to Certificateholders of the affected Series. In the event that the Trustee or such other MBS Administrator, as applicable, has reason to believe that the proceeds of any such legal action may be insufficient to reimburse it (with interest) for its projected legal fees and expenses, the Trustee or such other MBS Administrator, as applicable, will notify the Certificateholders of the affected Series that it is not obligated to pursue any such available remedies unless adequate indemnity for its legal fees and expenses is provided by such Certificateholders. Certificate Account General. The related Trustee and any related Master Servicer, Special Servicer and/or Manager, as applicable, will establish and maintain, or cause to be established and maintained, in respect of each Trust Fund, one or more accounts (collectively, the "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 noninterest-bearing account and the funds held therein may be invested pending each succeeding Distribution Date in United States government securities -61- and other obligations that are acceptable to each Rating Agency that has rated any one or more Classes of Certificates of the related Series ("Permitted Investments"). 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 Trustee, Master Servicer, Special Servicer and/or Manager, as applicable, as additional compensation. A Certificate Account may be maintained with the related Trustee, Master Servicer, Special Servicer, Manager 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 assets 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 in respect of the Trust Assets included in any Trust Fund, that are received or made by the Trustee, the Master Servicer, the Special Servicer, the MBS Administrator or the Manager, as applicable, 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 such Trust Fund within a certain period following receipt (in the case of collections on or in respect of the Trust Assets) or otherwise as provided in the related Pooling Agreement: (i) if such Trust Fund includes Mortgage Loans, all payments on account of principal, including principal prepayments, on such Mortgage Loans; (ii) if such Trust Fund includes Mortgage Loans, all payments on account of interest on such 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; (iii) if such Trust Fund includes Mortgage Loans, 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 (vii) 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; (iv) any amounts paid under any instrument or drawn from any fund that constitutes Credit Support for the related Series; (v) if such Trust Fund includes Mortgage Loans, any advances made with respect to delinquent scheduled payments of principal and interest on such Mortgage Loans; (vi) any amounts paid under any Cash Flow Agreement for the related Series; (vii) if such Trust Fund includes Mortgage Loans, 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 "--Representations and Warranties with respect to Mortgage Assets; Repurchases and Other Remedies", all proceeds of the purchase of any defaulted -62- Mortgage Loan as described under "--Realization Upon Defaulted Mortgage Loans", and all proceeds of any Mortgage Loan purchased as described under "Description of the Certificates--Termination"; (viii) if such Trust Fund includes Mortgage Loans, and 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; (ix) if such Trust Fund includes Mortgage Loans, 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"; (x) any amount required to be deposited by the Master Servicer, the Special Servicer, the Manager or the Trustee in connection with losses realized on investments for the benefit of the Master Servicer, the Special Servicer, the Manager or the Trustee, as the case may be, of funds held in the Certificate Account; (xi) if such Trust Fund includes MBS, all payments on such MBS; (xii) if such Trust Fund includes MBS, all proceeds of the purchase of any MBS by the Depositor or any other specified person as described under "--Representations and Warranties with respect to Mortgage Assets; Repurchases and Other Remedies" and all proceeds of any MBS purchased as described under "Description of the Certificates--Termination"; and (xiii) any other amounts received on or in respect of the Mortgage Assets 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 Trustee, Master Servicer, Special Servicer or Manager, as applicable, in respect of any Trust Fund may make withdrawals from the Certificate Account for such Trust Fund for any of the following purposes: (i) to make distributions to the Certificateholders on each Distribution Date; (ii) if such Trust Fund includes Mortgage Loans, then as and to the extent, and from the sources, described in the related Prospectus Supplement, to pay the related Master Servicer or Special Servicer any servicing fees and other compensation to which it is entitled in respect of such Mortgage Loans and that was not previously retained thereby; (iii) if such Trust Fund includes Mortgage Loans, to reimburse the related Master Servicer, the related 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 such Mortgage Loans and any 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 operating 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, -63- 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 Assets 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 Assets that is otherwise distributable on one or more Classes of Subordinate Certificates of the related Series; (iv) if and to the extent, and from the sources, described in the related Prospectus Supplement, to pay the related Master Servicer, the related Special Servicer or any other specified person interest accrued on the advances and servicing expenses, if any, described in clause (iii) above made or incurred by it while such advances and servicing expenses remain outstanding and unreimbursed; (v) if such Trust Fund includes Mortgage Loans, to pay any servicing expenses not otherwise required to be advanced by the related Master Servicer, the related Special Servicer or any other specified person, including, if applicable, 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 below under "--Realization Upon Defaulted Mortgage Loans"; (vi) to reimburse the Depositor, the related Trustee, any related Master Servicer, Special Servicer, REMIC Administrator or Manager and/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 below under "--Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator, the Manager and the Depositor" and "--Certain Matters Regarding the Trustee"; (vii) if and to the extent, and from the sources, described in the related Prospectus Supplement, to pay the fees of the related Trustee and of any related REMIC Administrator, Manager, provider of Credit Support and obligor on a Cash Flow Agreement; (viii) if and to the extent, and from the sources, described in the related Prospectus Supplement, to reimburse prior draws on any form of Credit Support in respect of the related Series; (ix) to pay the related Master Servicer, the related Special Servicer, the related Manager and/or the related Trustee, as appropriate, interest and investment income earned in respect of amounts held in the Certificate Account as additional compensation; (x) if one or more elections have been made to treat such Trust Fund or designated portions thereof as a REMIC, to pay any federal, state or local taxes imposed on the Trust Fund or its assets or transactions, as and to the extent described under "Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other Taxes"; (xi) to pay for the cost of various opinions of counsel obtained pursuant to the related Pooling Agreement for the benefit of Certificateholders or otherwise in connection with the servicing or administration of the related Trust Assets; (xii) to make any other withdrawals permitted by the related Pooling Agreement and described in the related Prospectus Supplement; and -64- (xiii) to clear and terminate the Certificate Account upon the termination of the Trust Fund. Modifications, Waivers and Amendments of Mortgage Loans Unless otherwise specified in the related Prospectus Supplement, 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 to be described in the related Prospectus Supplement; provided that the modification, waiver or amendment (i) will not affect the amount or timing of any scheduled payments of principal or interest on the Mortgage Loan, and (ii) 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. 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 (i) a material default on the Mortgage Loan has occurred or a payment default is reasonably foreseeable, (ii) 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 (iii) 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 (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 Certificates of the related Series a right of first refusal to purchase from the Trust Fund, at a predetermined price (which, if less than the Purchase Price specified herein, will be specified in the related Prospectus Supplement), any Mortgage Loan as to which a specified number of scheduled payments are delinquent. In addition, unless otherwise specified in the related Prospectus Supplement, the Special Servicer may offer to sell any defaulted Mortgage Loan if and when the Special Servicer determines, -65- consistent with its normal servicing procedures, that such a sale would produce a greater recovery, taking into account the time value of money, than would liquidation of the related Mortgaged Property. In the absence of any such sale, the Special Servicer will generally be required to proceed against the related Mortgaged Property, subject to the discussion above. 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 taxable year following the taxable year in which the Trust Fund acquires such Mortgaged Property, unless (i) 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 thereafter 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 Section 860G(a)(8) of the Code at all times. 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. The Special Servicer may be authorized to allow the Trust Fund to incur a federal income or other tax if doing so would, in the reasonable discretion of the Special Servicer, maximize the net after-tax proceeds to Certificateholders. 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 (i) 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 (ii) 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. -66- Hazard Insurance Policies Unless otherwise specified in the related Prospectus Supplement, if a Trust Fund includes Mortgage Loans, the related 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 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 (i) the replacement cost of the improvements less physical depreciation and (ii) such proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of such improvements. Due-on-Sale and Due-on-Encumbrance Provisions Certain of the Mortgage Loans may contain a due-on-sale clause that entitles the lender to accelerate payment of the Mortgage Loan upon any sale or other transfer of the related Mortgaged Property made without the lender's consent. Certain of the Mortgage Loans may also contain a due-on-encumbrance clause that entitles the lender to accelerate the maturity of the Mortgage Loan upon the creation of any other lien or encumbrance upon the Mortgaged Property. Unless otherwise provided in the related Prospectus Supplement, the Master -67- 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 Provisions". 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 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 may consist of any or all of the following components: (i) a specified portion of the interest payments on each Mortgage Loan in the related Trust Fund, whether or not serviced by it; (ii) an additional specified portion of the interest payments on each Mortgage Loan then currently serviced by it; and (iii) 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 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, if a Trust Fund includes Mortgage Loans, the related Master Servicer and Special Servicer will each be required, at its expense, to cause a firm of independent public accountants to furnish to the Trustee, 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, a statement generally to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or Special Servicer's as the case may be, servicing of the Mortgage Loans under the Pooling Agreement or servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master -68- Servicer's or Special Servicer's, as the case may be, duties under the Pooling Agreement until the end of such preceding calendar year in the case of the first such statement) and that the assertion of the management of the Master Servicer or Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable to accountants' reports intended for general distribution. 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. If a Trust Fund includes Mortgage Loans, the related 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, the Manager and the Depositor Unless otherwise specified in the Prospectus Supplement for a Series, the related Pooling Agreement will permit any related Master Servicer, Special Servicer, REMIC Administrator or Manager to resign from its obligations in such capacity thereunder only upon (a) 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 (b) 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, REMIC Administrator or Manager, as the case may be, under the related Pooling Agreement. Each Master Servicer, Special Servicer and, if it receives distributions on MBS, Manager for a 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 Depositor, any related Master Servicer, Special Servicer, REMIC Administrator or Manager, 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 such Pooling Agreement or for errors in judgment; provided, however, that no such person or entity will be protected against any liability -69- 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 Depositor, any related Master Servicer, Special Servicer, REMIC Administrator and Manager, 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; 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 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 neither the Depositor nor any related Master Servicer, Special Servicer, REMIC Administrator or Manager 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 or that in its opinion may involve it in any ultimate expense or liability. However, any such party may 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 Depositor, the Master Servicer, the Special Servicer, the REMIC Administrator or the Manager, as the case may be, will be entitled to charge the related Certificate Account therefor. Any person into which a Master Servicer, a Special Servicer, a REMIC Administrator, a Manager or the Depositor may be merged or consolidated, or any person resulting from any merger or consolidation to which a Master Servicer, a Special Servicer, a REMIC Administrator, a Manager or the Depositor is a party, or any person succeeding to the business of a Master Servicer, a Special Servicer, a REMIC Administrator, a Manager or the Depositor, will be the successor of the Master Servicer, the Special Servicer, the REMIC Administrator, the Manager 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. Events of Default Unless otherwise provided in the Prospectus Supplement for the Offered Certificates of any Series, "Events of Default" under the related Pooling Agreement will include, without limitation, (i) any failure by a Master Servicer or a Manager to distribute or cause to be distributed to the Certificateholders of such Series, or to remit to the related 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 or the Manager, as the case may be, by any other party to the related Pooling Agreement, or to the Master Servicer or the Manager, 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; (ii) any failure by a Special Servicer to remit to the related Master Servicer or 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; (iii) any failure by a Master Servicer, a Special Servicer or a Manager 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 -70- notice thereof has been given to the Master Servicer, the Special Servicer or the Manager, as the case may be, by any other party to the related Pooling Agreement, or to the Master Servicer, the Special Servicer or the Manager, as the case may be, with 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; (iv) any failure by a REMIC Administrator 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 (v) certain events of insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings in respect of or relating to a Master Servicer, a Special Servicer, a Manager or a REMIC Administrator, and certain actions by or on behalf of any such party 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. Rights Upon Event of Default If an Event of Default occurs with respect to a Master Servicer, a Special Servicer, a Manager or a REMIC Administrator (other than the Trustee) under a Pooling Agreement, then, in each and every such case, so long as the Event of Default remains unremedied, and unless otherwise specified in the related Prospectus Supplement, the Depositor or the Trustee will be authorized, and at the direction of Certificateholders of the related Series entitled to not less than 25% (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, MBS Administrator or REMIC Administrator, as applicable, under the Pooling Agreement, whereupon the Trustee (except under the circumstances contemplated in the next paragraph) will succeed to all of the responsibilities, duties and liabilities of the defaulting party as Master Servicer, Special Servicer, Manager 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 appropriate 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, Manager 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. Notwithstanding the foregoing, 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 the related Series entitled to not less than 25% of the Voting Rights for such Series 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 -71- 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: (i) to cure any ambiguity; (ii) to correct, modify or supplement any provision therein which may be inconsistent with any other provision therein or to correct any error; (iii) to add any other provisions with respect to matters or questions arising thereunder which shall not be inconsistent with the provisions thereof; (iv) if a REMIC election has been made with respect to any portion of the related Trust Fund, to relax or eliminate any requirement thereunder imposed by the provisions of the Code relating to REMICs if such provisions are amended or clarified such that any such requirement may be relaxed or eliminated; (v) to relax or eliminate any requirement thereunder imposed by the Securities Act or the rules thereunder if the Securities Act or such rules are amended or clarified such that any requirement may be relaxed or eliminated; (vi) if a REMIC election has been made with respect to any portion of the related Trust Fund, then, as evidenced by an opinion of counsel delivered to the related Trustee and REMIC Administrator, to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax laws or any such proposed action which, if made effective, would apply retroactively to any REMIC created under such Pooling Agreement at least from the effective date of such amendment, or to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would arise from any actions taken with respect to the operation of any REMIC created under such Pooling Agreement; (vii) if a REMIC election has been made with respect to any portion of the related Trust Fund, to modify, add to or eliminate certain transfer restrictions relating to REMIC Residual Certificates; or (viii) for any other purpose; provided that such amendment of a Pooling Agreement (other than any amendment for any of the specific purposes described in clauses (vi) and (vii) above) may not, as evidenced by an opinion of counsel obtained by or delivered to the Trustee, adversely affect in any material respect the interests of any holder of Certificates of the related Series; and provided further that any amendment covered solely by clause (viii) above may not adversely affect the then current rating assigned to any Class of Certificates of the related Series by any Rating Agency, as evidenced by written confirmation to such effect from each applicable Rating Agency obtained by or delivered to the Trustee. Except as otherwise specified in the related Prospectus Supplement, each Pooling Agreement may also be amended by the parties thereto, with the consent of the holders of Certificates of the respective Classes affected thereby evidencing, in the aggregate, not less than 66-2/3% (or such other percentage specified in the related Prospectus Supplement) of the Voting Rights allocated to such Classes, 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 of a Pooling Agreement may (i) reduce in any manner the amount of, or delay the timing of, payments received on the related Mortgage Assets which are required to be distributed on a Certificate of the related Series without the consent of the holder of such Certificate, (ii) adversely affect in any material respect the interests of the holders of any Class of Certificates of the related Series in a manner other than as described in the immediately preceding clause (i) without the consent of the holders of all Certificates of such Class or (iii) modify the provisions of such Pooling Agreement relating to amendments thereof without the consent of the holders of all Certificates of the related Series then outstanding. -72- 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 any party to such Pooling Agreement 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 the Certificates of such Series, will be required to request from such registrar a current list and to afford such requesting Certificateholders access thereto promptly upon receipt. 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 will make no representation as to the validity or sufficiency of the related Pooling Agreement, the Certificates of such Series or any underlying Mortgage Asset or related document and will not be accountable for the use or application by or on behalf of any other party to the related Pooling Agreement of any funds paid to such party in respect of the Certificates or the Mortgage Assets. If no Event of Default has occurred and is continuing, the Trustee for each Series 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 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. -73- Unless otherwise specified in the related Prospectus Supplement, the Trustee for each Series 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 for any Series 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 for any Series if such Trustee ceases to be eligible to continue as such under the related Pooling Agreement or if such Trustee becomes insolvent. Upon becoming aware of such circumstances, the Depositor will be obligated to appoint a successor Trustee. Unless otherwise specified in the related Prospectus Supplement, a 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; provided that if such removal was without cause, the Certificateholders effecting such removal may be responsible for any costs and expenses incurred by the terminated Trustee in connection with its removal. Any resignation or removal of a 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 for any Series, then any resignation or removal of such entity as Trustee will also constitute the resignation or removal of such entity as REMIC Administrator, and the successor Trustee will also serve as the successor REMIC Administrator as well. 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 a letter of credit, the subordination of one or more other Classes of Certificates, the use of a surety bond, an insurance policy or a guarantee, the establishment of one or more reserve funds, or 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. 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 (i) the nature and amount of coverage under such Credit Support, (ii) any conditions to payment thereunder not otherwise described herein, (iii) the conditions (if any) under which the amount of coverage under such Credit Support may be reduced and under which such Credit Support may be terminated or replaced and (iv) the material provisions relating to such Credit Support. Additionally, the related Prospectus Supplement will set forth certain -74- 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 of Certificates 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. 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 related Prospectus Supplement, Mortgage Loans included in any 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, 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 Principal 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 any Series will expire at the earlier of the date specified in the related Prospectus Supplement or the termination of the related Trust Fund. Certificate Insurance and Surety Bonds If so provided in the Prospectus Supplement for a Series, 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 -75- 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, 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. 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, 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. 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 in the United States. Because such legal aspects are governed by applicable state law (which laws may differ substantially), the summaries do not purport to be complete, to reflect the laws of any particular state, or to encompass the laws of all 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 states. 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 state, relevant state laws, to the extent they vary materially from this discussion, will be discussed in the Prospectus Supplement. For purposes of the following discussion, "Mortgage Loan" includes a mortgage loan underlying an MBS. -76- General Each Mortgage Loan will be evidenced by a note or bond and secured by an instrument granting a security interest in real property, which may be a mortgage, deed of trust or a deed to secure debt, depending upon the prevailing practice and law in the state in which the related Mortgaged Property is located. Mortgages, deeds of trust and deeds to secure debt are 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 -77- 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 (in light of certain revisions to the Bankruptcy Code which are effective for all bankruptcy cases commenced on or after October 22, 1994) constitute "cash collateral" and therefore cannot be used by the bankruptcy debtor without a hearing or lender's consent and 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 -78- 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 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--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Limited Recourse Nature of the Mortgage Loans".) 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 -79- of the expenses associated with acquiring, owning and selling a mortgaged property, a lender could realize an overall loss on a mortgage loan even if the mortgaged property is sold at foreclosure, or resold after it is acquired through foreclosure, for an amount equal to the full outstanding principal amount of the loan plus accrued interest. The holder of a junior mortgage that forecloses on a mortgaged property does so subject to senior mortgages and any other prior liens, and may be obliged to keep senior mortgage loans current in order to avoid foreclosure of its interest in the property. In addition, if the foreclosure of a junior mortgage triggers the enforcement of a "due-on-sale" clause contained in a senior mortgage, the junior mortgagee could be required to pay the full amount of the senior mortgage indebtedness 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, the leasehold mortgagee would lose its security. -80- 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. 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 canceled 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 Bankruptcy Code and related state laws may interfere with or affect the ability of a lender to realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) to collect a debt are automatically stayed upon the filing of the bankruptcy petition and, often, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences thereof caused by 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. For example, 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 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 bankruptcy courts have approved plans, based on the particular facts of the reorganization case, that effected the cure of a mortgage loan default by paying arrearages over a number of years. Also, a bankruptcy court may permit a debtor, through its rehabilitative plan, to reinstate a mortgage loan payment schedule even if the lender has obtained a final judgment of foreclosure prior to the filing of the debtor's petition. -81- Federal bankruptcy law may also have the effect of interfering with or affecting the ability of a secured lender to enforce the borrower's assignment of rents and leases related to the mortgaged property. Under the Bankruptcy Code, a lender may be stayed from enforcing the assignment, and the legal proceedings necessary to resolve the issue could be time-consuming, with resulting delays in the lender's receipt of the rents. Recent amendments to the Bankruptcy code, however, may minimize the impairment of the lender's ability to enforce the borrower's assignment of rents and leases. In addition to the inclusion of hotel revenues within the definition of "cash collateral" as noted previously in the section entitled "--Leases and Rents", the amendments provide that a pre-petition security interest in rents or hotel revenues is designed to overcome those cases holding that a security interest in rents is unperfected under the laws of certain states until the lender has taken some further action, such as commencing foreclosure or obtaining a receiver prior to activation of the assignment of rents. If a borrower's ability to make payment on a mortgage loan is dependent on its receipt of rent payments under a lease of the related property, that ability may be impaired by the commencement of a bankruptcy case relating to a lessee under such lease. Under the Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a lessee results in a stay in bankruptcy against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the lease that occurred prior to the filing of the lessee's petition. In addition, the Bankruptcy Code generally provides that a trustee or debtor-in-possession may, subject to approval of the court, (i) assume the lease and retain it or assign it to a third party or (ii) reject the lease. If the lease is assumed, the trustee or debtor-in-possession (or assignee, if applicable) must cure any defaults under the lease, compensate the lessor for its losses and provide the lessor with "adequate assurance" of future performance. Such remedies may be insufficient, and any assurances provided to the lessor may, in fact, be inadequate. If the lease is rejected, the lessor will be treated as an unsecured creditor (except potentially to the extent of any security deposit) with respect to its claim for damages for termination of the lease. The Bankruptcy Code also limits a lessor's damages for lease rejection to (a) the rent reserved by the lease (without regard to acceleration) for the greater of one year, or 15%, not to exceed three years, of the remaining term of the lease plus (b) unpaid rent to the earlier of the surrender of the property or the lessee's bankruptcy filing. 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 of such mortgaged property or the operations of the borrower. Such liability may exist even if the lender did not cause or contribute to the contamination and regardless of whether the lender has actually taken possession of a mortgaged property through foreclosure, deed in lieu of foreclosure or otherwise. Moreover, such liability is not limited to the original or unamortized principal balance of a loan or to the value of the property securing a -82- 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 Act of 1996 (the "Lender Liability Act") amended, among other things, the provisions of CERCLA with respect to lender liability and the secured creditor exemption. The Lender Liability Act offers substantial 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 Lender Liability 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 only if it exercises decision-making control over the borrower's environmental compliance and hazardous substance handling and disposal practices, or assumes day-to-day management of operational functions of the mortgaged property. The Lender Liability 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. Certain federal, state and local laws, regulations and ordinances govern the management, removal, encapsulation or disturbance of asbestos-containing materials ("ACMs"). Such laws, as well as common law standards, may impose liability for releases of or exposure to ACMs and may provide for third parties to seek recovery from owners or operators of real properties for personal injuries associated with such releases. Recent federal legislation will in the future require 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 so notify. In addition, the ingestion of lead-based paint chips or dust particles by children can result in lead poisoning, and the owner of a property where such circumstances exist may be held liable for such injuries and for the costs of removal or encapsulation of the lead-based paint. Testing for lead-based paint or lead in the water was conducted with respect to certain of the Mortgaged Properties, generally based on the age and/or condition thereof. 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 in such cases, unanticipated or uninsured liabilities of the borrower may jeopardize the borrower's ability to meet its loan obligations. -83- Federal, state and local environmental regulatory requirements change often. It is possible that compliance with a new regulatory requirement could impose significant compliance costs on a borrower. Such costs may jeopardize the borrower's ability to meet its loan obligations. Additional Considerations. The cost of remediating hazardous substance contamination at a property can be substantial. If a lender becomes liable, it can bring an action for contribution against 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 certain conditions relating to environmental matters, as described under "Description of the Pooling Agreements-Realization Upon Defaulted Mortgage Loans", have been satisfied. 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. -84- Junior Liens; Rights of Holders of Senior Liens If so provided in the related Prospectus Supplement, the Mortgage Assets for a Series may include Mortgage Loans secured by junior liens, and the loans secured by the related Senior Liens may not be included in the Mortgage Asset 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 Mortgaged 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. 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 (i) the risk of delay in distributions while a deficiency judgment against the borrower is obtained and (ii) the risk of loss if the deficiency judgment is not realized upon. Moreover, deficiency judgments may not be available in certain jurisdictions or the Mortgage Loan may be nonrecourse. 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. -85- 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. 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. 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. Soldiers' and Sailors' Civil Relief Act of 1940 Under the terms of 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), may not be charged interest (including fees and charges) above an annual rate of 6% during the period of such borrower's active duty status, unless a court orders otherwise upon application of the lender. The Relief Act applies to -86- 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 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, 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. 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 owned by persons convicted of drug-related crimes or of criminal violations of the Racketeer Influenced and Corrupt Organizations ("RICO") statute can be seized by the government if the property was used in, or purchased with the proceeds of, such crimes. Under procedures contained in the comprehensive Crime Control Act of 1984 (the "Crime Control Act"), the government may seize the property even before conviction. The government must publish notice of the forfeiture proceeding and may give notice to all parties "known to have an alleged interest in the property", including the holders of mortgage loans. A lender may avoid forfeiture of its interest in the property if it establishes that: (i) its mortgage was executed and recorded before commission of the crime upon which the forfeiture is based, or (ii) the lender was, at the time of execution of the mortgage, "reasonably without cause to believe" that the property was used in, or purchased with the proceeds of, illegal drug or RICO activities. FEDERAL INCOME TAX CONSEQUENCES General The following general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of Offered Certificates of any Series, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of counsel to the Depositor with respect to that Series on the material matters associated with such consequences, subject to any qualifications set forth herein. Unless otherwise specified in the related Prospectus Supplement, counsel to the Depositor for each Series will be Sidley & Austin. This discussion is directed to Certificateholders that hold the Certificates as "capital assets" within the meaning of Section 1221 of the Code and does not purport to discuss all federal income tax consequences that may be applicable to the individual circumstances of particular investors, some of which (such as banks, insurance companies and foreign investors) may be subject to special treatment under the Code. Further, the authorities on which this discussion, and the opinion referred to below, are based are subject to change or differing interpretations, which could apply retroactively. Prospective investors should note that no rulings have been or will be sought from the IRS with respect to any of the federal income tax consequences discussed below, and no assurance can be given the IRS will not take contrary positions. Taxpayers and preparers of tax returns (including those filed by any REMIC or other issuer) should be aware that under applicable Treasury regulations a provider of advice on specific issues of law is not considered an income tax return preparer unless the advice (i) is given with respect to events that have occurred at the time the advice is rendered and is -87- not given with respect to the consequences of contemplated actions, and (ii) is directly relevant to the determination of an entry on a tax return. Accordingly, it is recommended that taxpayers consult their tax advisors and tax return preparers regarding the treatment of any item on their tax returns, even where the anticipated tax consequences have been discussed herein. In addition to the federal income tax consequences described herein, it is recommended that potential investors consult their tax advisors concerning the state, local or other tax consequences to them of the purchase, ownership and disposition of Offered Certificates. See "State and Other Tax Consequences". The following discussion addresses securities of two general types: (i) certificates ("REMIC Certificates") representing interests in a Trust Fund, or a portion thereof, that the REMIC Administrator will elect to have treated as a real estate mortgage investment conduit ("REMIC") under Sections 860A through 860G (the "REMIC Provisions") of the Code, and (ii) Grantor Trust Certificates representing interests in a Trust Fund ("Grantor Trust Fund") as to which no such election will be made. The Prospectus Supplement for each Series will indicate whether a REMIC election (or elections) will be made for the related Trust Fund and, if such an election is to be made, will identify all "regular interests" and "residual interests" in the REMIC. For purposes of this tax discussion, references to a "Certificateholder" or a "holder" are to the beneficial owner of a Certificate. The following discussion is limited in applicability to Offered Certificates. Moreover, this discussion applies only to the extent that Mortgage Assets held by a Trust Fund consist solely of Mortgage Loans. To the extent that other Mortgage Assets, including REMIC certificates and mortgage pass-through certificates, are to be held by a Trust Fund, the tax consequences associated with the inclusion of such assets will be disclosed in the related Prospectus Supplement. In addition, if Cash Flow Agreements other than guaranteed investment contracts are included in a Trust Fund, the anticipated material tax consequences associated with such Cash Flow Agreements also will be discussed in the related Prospectus Supplement. See "Description of the Trust Funds--Cash Flow Agreements". The following discussion is based in part upon the rules governing original issue discount that are set forth in Sections 1271-1273 and 1275 of the Code and in the Treasury regulations issued thereunder (the "OID Regulations"), and in part upon the REMIC Provisions and the Treasury regulations issued thereunder (the "REMIC Regulations"). The OID Regulations do not adequately address certain issues relevant to, and in some instances provide that they are not applicable to, securities such as the Certificates. REMICs Classification of REMICs. With respect to each Series of REMIC Certificates, counsel to the Depositor will deliver its opinion generally to the effect that, assuming compliance with all provisions of the related Pooling Agreement and certain other documents (and subject to certain assumptions set forth therein), the related Trust Fund (or each applicable portion thereof) will qualify as a REMIC and the REMIC Certificates offered with respect thereto will be considered to evidence ownership of REMIC Regular Certificates or REMIC Residual Certificates in that REMIC within the meaning of the REMIC Provisions. The following general discussion of the anticipated federal income tax consequences of the purchase, ownership and disposition of REMIC Certificates, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of counsel to the Depositor for the applicable Series as specified in the related Prospectus Supplement, subject to any qualifications set forth herein. In addition, counsel to the Depositor have prepared or reviewed the statements in this Prospectus under the heading "Federal Income Tax Consequences--REMICs", and are of the opinion that such statements are correct in all material respects. Such statements are intended as an explanatory discussion of the possible effects of the classification of any Trust Fund (or applicable portion thereof) as a REMIC for federal income tax purposes on investors generally and of related tax matters affecting investors generally, but do not purport to furnish information in the level of detail or with the attention to an investor's specific tax circumstances that would be provided by an investor's own tax advisor. Accordingly, it is -88- recommended that each investor consult its own tax advisors with regard to the tax consequences to it of investing in REMIC Certificates. If an entity electing to be treated as a REMIC fails to comply with one or more of the ongoing requirements of the Code for such status during any taxable year, the Code provides that the entity may lose its status as a REMIC for such year and thereafter. In that event, such entity may be taxable as a corporation, and the related REMIC Certificates may not be accorded the status or given the tax treatment described below. Although the Code authorizes the Treasury Department to issue regulations providing relief in the event of an inadvertent termination of REMIC status, no such regulations have been issued. Any such relief, moreover, may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the Trust Fund's income for the period in which the requirements for such status are not satisfied. The Pooling Agreement with respect to each REMIC will include provisions designed to maintain the Trust Fund's status as a REMIC under the REMIC Provisions. It is not anticipated that the status of any Trust Fund as a REMIC will be inadvertently terminated. Characterization of Investments in REMIC Certificates. In general, unless otherwise provided in the related Prospectus Supplement, the REMIC Certificates will be "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code and assets described in Section 7701(a)(19)(C) of the Code in the same proportion that the assets of the REMIC underlying such Certificates would be so treated. However, to the extent that the REMIC assets constitute mortgages on property not used for residential or certain other prescribed purposes, the REMIC Certificates will not be treated as assets qualifying under Section 7701(a)(19)(C). Moreover, if 95% or more of the assets of the REMIC qualify for any of the foregoing characterizations at all times during a calendar year, the REMIC Certificates will qualify for the corresponding status in their entirety for that calendar year. Interest (including original issue discount) on the REMIC Regular Certificates and income allocated to the REMIC Residual Certificates will be interest described in Section 856(c)(3)(B) of the Code to the extent that such Certificates are treated as "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code. In addition, the REMIC Regular Certificates will be "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code in the hands of another REMIC, and will be "permitted assets" under Section 860L(c)(1)(G) for a "financial asset securitization investment trust" or FASIT. The determination as to the percentage of the REMIC's assets that constitute assets described in the foregoing sections of the Code will be made with respect to each calendar quarter based on the average adjusted basis of each category of the assets held by the REMIC during such calendar quarter. The REMIC Administrator will report those determinations to Certificateholders in the manner and at the times required by applicable Treasury regulations. The assets of the REMIC will include, in addition to Mortgage Loans, payments on Mortgage Loans held pending distribution on the REMIC Certificates and any property acquired by foreclosure held pending sale, and may include amounts in reserve accounts. It is unclear whether property acquired by foreclosure held pending sale, and amounts in reserve accounts would be considered to be part of the Mortgage Loans, or whether such assets (to the extent not invested in assets described in the foregoing sections of the Code) otherwise would receive the same treatment as the Mortgage Loans for purposes of all of the foregoing sections of the Code. In addition, in some instances Mortgage Loans may not be treated entirely as assets described in the foregoing sections of the Code. If so, the related Prospectus Supplement will describe the Mortgage Loans that may not be so treated. Treasury regulations do provide, however, that cash received from payments on Mortgage Loans held pending distribution is considered part of the Mortgage Loans for purposes of Section 856(c)(4)(A) of the Code. To the extent an Offered Certificate represents ownership of an interest in any Mortgage Loan that is secured in part by the related borrower's interest in an account containing any holdback of loan proceeds, a portion of such Certificate may not represent ownership of assets described in Section 7701(a)(19)(C) of the Code and "real estate assets" under Section 856(c)(4)(A) of the Code and the interest thereon may not constitute -89- "interest on obligations secured by mortgages on real property" within the meaning of Section 856(c)(3)(B) of the Code. Tiered REMIC Structures. For certain Series of REMIC Certificates, two or more separate elections may be made to treat designated portions of the related Trust Fund as separate REMICs ("Tiered REMICs") for federal income tax purposes. As to each such Series of REMIC Certificates, in the opinion of counsel to the Depositor, assuming compliance with all provisions of the related Pooling Agreement, the Tiered REMICs will each qualify as a REMIC and the REMIC Certificates issued by the Tiered REMICs, will be considered to evidence ownership of REMIC Regular Certificates or REMIC Residual Certificates in the related REMIC within the meaning of the REMIC Provisions. Solely for purposes of determining whether the REMIC Certificates will be "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code, and "loans secured by an interest in real property" under Section 7701(a)(19)(C) of the Code, and whether the income on such Certificates is interest described in Section 856(c)(3)(B) of the Code, the Tiered REMICs will be treated as one REMIC. Taxation of Owners of REMIC Regular Certificates. General. Except as otherwise stated in this discussion, REMIC Regular Certificates will be treated for federal income tax purposes as debt instruments issued by the REMIC and not as ownership interests in the REMIC or its assets. Moreover, holders of REMIC Regular Certificates that otherwise report income under the cash method of accounting will be required to report income with respect to REMIC Regular Certificates under the accrual method. Original Issue Discount. Certain REMIC Regular Certificates may be issued with "original issue discount" within the meaning of Section 1273(a) of the Code. Any holders of REMIC Regular Certificates issued with original issue discount generally will be required to include original issue discount in income as it accrues, in accordance with the "constant yield" method described below, in advance of the receipt of the cash attributable to such income. In addition, Section 1272(a)(6) of the Code provides special rules applicable to REMIC Regular Certificates and certain other debt instruments issued with original issue discount. Regulations have not been issued under that section. The Code requires that a reasonable prepayment assumption be used with respect to Mortgage Loans held by a REMIC in computing the accrual of original issue discount on REMIC Regular Certificates issued by that REMIC, and that adjustments be made in the amount and rate of accrual of such discount to reflect differences between the actual prepayment rate and the prepayment assumption. The prepayment assumption is to be determined in a manner prescribed in Treasury regulations that have not yet been issued. The Conference Committee Report accompanying the Tax Reform Act of 1986 (the "Committee Report") indicates that the regulations will provide that the prepayment assumption used with respect to a REMIC Regular Certificate must be the same as that used in pricing the initial offering of such REMIC Regular Certificate. The prepayment assumption (the "Prepayment Assumption") used in reporting original issue discount for each Series of REMIC Regular Certificates will be consistent with this standard and will be disclosed in the related Prospectus Supplement. However, neither the Depositor nor any other person will make any representation that the Mortgage Loans will in fact prepay at a rate conforming to the Prepayment Assumption or at any other rate or that such Prepayment Assumption will not be challenged by the Internal Revenue Service (the "IRS") on audit. The original issue discount, if any, on a REMIC Regular Certificate will be the excess of its stated redemption price at maturity over its issue price. The issue price of a particular Class of REMIC Regular Certificates will be the first cash price at which a substantial amount of REMIC Regular Certificates of that Class is sold (excluding sales to bond houses, brokers and underwriters). If less than a substantial amount of a -90- particular Class of REMIC Regular Certificates is sold for cash on or prior to the related Closing Date, the issue price for such Class will be the fair market value of such Class on such Closing Date. Under the OID Regulations, the stated redemption price of a REMIC Regular Certificate is equal to the total of all payments to be made on such Certificate other than "qualified stated interest". "Qualified stated interest" is interest that is unconditionally payable at least annually (during the entire term of the instrument) at a single fixed rate, or at a "qualified floating rate", an "objective rate", a combination of a single fixed rate and one or more "qualified floating rates" or one "qualified inverse floating rate", or at a combination of "qualified floating rates" that does not operate in a manner that accelerates or defers interest payments on such REMIC Regular Certificate. In the case of REMIC Regular Certificates bearing adjustable interest rates, the determination of the total amount of original issue discount and the timing of the inclusion thereof will vary according to the characteristics of such REMIC Regular Certificates. If the original issue discount rules apply to such Certificates, the related Prospectus Supplement will describe the manner in which such rules will be applied with respect to those Certificates in preparing information returns to the Certificateholders and the IRS. Certain Classes of the REMIC Regular Certificates may provide for the first interest payment with respect to such Certificates to be made more than one month after the date of issuance, a period which is longer than the subsequent monthly intervals between interest payments. Assuming the "accrual period" (as defined below) for original issue discount is each monthly period that ends on a Distribution Date, in some cases, as a consequence of this "long first accrual period", some or all interest payments may be required to be included in the stated redemption price of the REMIC Regular Certificate and accounted for as original issue discount. Because interest on REMIC Regular Certificates must in any event be accounted for under an accrual method, applying this analysis would result in only a slight difference in the timing of the inclusion in income of the yield on the REMIC Regular Certificates. In addition, if the accrued interest to be paid on the first Distribution Date is computed with respect to a period that begins prior to the Closing Date, a portion of the purchase price paid for a REMIC Regular Certificate will reflect such accrued interest. In such cases, information returns provided to the Certificateholders and the IRS will be based on the position that the portion of the purchase price paid for the interest accrued with respect to periods prior to the Closing Date is treated as part of the overall cost of such REMIC Regular Certificate (and not as a separate asset the cost of which is recovered entirely out of interest received on the next Distribution Date) and that portion of the interest paid on the first Distribution Date in excess of interest accrued for a number of days corresponding to the number of days from the Closing Date to the first Distribution Date should be included in the stated redemption price of such REMIC Regular Certificate. However, the OID Regulations state that all or some portion of such accrued interest may be treated as a separate asset the cost of which is recovered entirely out of interest paid on the first Distribution Date. It is unclear how an election to do so would be made under the OID Regulations and whether such an election could be made unilaterally by a Certificateholder. Notwithstanding the general definition of original issue discount, original issue discount on a REMIC Regular Certificate will be considered to be de minimis if it is less than 0.25% of the stated redemption price of the REMIC Regular Certificate multiplied by its weighted average maturity. For this purpose, the weighted average maturity of the REMIC Regular Certificate is computed as the sum of the amounts determined, as to each payment included in the stated redemption price of such REMIC Regular Certificate, by multiplying (i) the number of complete years (rounding down for partial years) from the issue date until such payment is expected to be made (presumably taking into account the Prepayment Assumption) by (ii) a fraction, the numerator of which is the amount of the payment, and the denominator of which is the stated redemption price at maturity of such REMIC Regular Certificate. Under the OID Regulations, original issue discount of only a de minimis amount (other than de minimis original issue discount attributable to a so-called "teaser" interest rate or an initial interest holiday) will be included in income as each payment of stated principal is made, based on the product of -91- the total amount of such de minimis original issue discount and a fraction, the numerator of which is the amount of such principal payment and the denominator of which is the outstanding stated principal amount of the REMIC Regular Certificate. The OID Regulations also would permit a Certificateholder to elect to accrue de minimis original issue discount into income currently based on a constant yield method. See "--Taxation of Owners of REMIC Regular Certificates--Market Discount" below for a description of such election under the OID Regulations. If original issue discount on a REMIC Regular Certificate is in excess of a de minimis amount, the holder of such Certificate must include in ordinary gross income the sum of the "daily portions" of original issue discount for each day during its taxable year on which it held such REMIC Regular Certificate, including the purchase date but excluding the disposition date. In the case of an original holder of a REMIC Regular Certificate, the daily portions of original issue discount will be determined as follows. As to each "accrual period", that is, unless otherwise stated in the related Prospectus Supplement, each period that begins on a date that corresponds to a Distribution Date (or in the case of the first such period, begins on the Closing Date) and ends on the day preceding the immediately following Distribution Date, a calculation will be made of the portion of the original issue discount that accrued during such accrual period. The portion of original issue discount that accrues in any accrual period will equal the excess, if any, of (i) the sum of (a) the present value, as of the end of the accrual period, of all of the distributions remaining to be made on the REMIC Regular Certificate, if any, in future periods and (b) the distributions made on such REMIC Regular Certificate during the accrual period of amounts included in the stated redemption price, over (ii) the adjusted issue price of such REMIC Regular Certificate at the beginning of the accrual period. The present value of the remaining distributions referred to in the preceding sentence will be calculated (i) assuming that distributions on the REMIC Regular Certificate will be received in future periods based on the Mortgage Loans being prepaid at a rate equal to the Prepayment Assumption, (ii) using a discount rate equal to the original yield to maturity of the Certificate and (iii) taking into account events (including actual prepayments) that have occurred before the close of the accrual period. For these purposes, the original yield to maturity of the Certificate will be calculated based on its issue price and assuming that distributions on the Certificate will be made in all accrual periods based on the Mortgage Loans being prepaid at a rate equal to the Prepayment Assumption. The adjusted issue price of a REMIC Regular Certificate at the beginning of any accrual period will equal the issue price of such Certificate, increased by the aggregate amount of original issue discount that accrued with respect to such Certificate in prior accrual periods, and reduced by the amount of any distributions made on such REMIC Regular Certificate in prior accrual periods of amounts included in the stated redemption price. The original issue discount accruing during any accrual period, computed as described above, will be allocated ratably to each day during the accrual period to determine the daily portion of original issue discount for such day. A subsequent purchaser of a REMIC Regular Certificate that purchases such Certificate at a cost (excluding any portion of such cost attributable to accrued qualified stated interest) less than its remaining stated redemption price will also be required to include in gross income the daily portions of any original issue discount with respect to such Certificate. However, each such daily portion will be reduced, if such cost is in excess of its "adjusted issue price", in proportion to the ratio such excess bears to the aggregate original issue discount remaining to be accrued on such REMIC Regular Certificate. The adjusted issue price of a REMIC Regular Certificate on any given day equals the sum of (i) the adjusted issue price (or, in the case of the first accrual period, the issue price) of such Certificate at the beginning of the accrual period which includes such day and (ii) the daily portions of original issue discount for all days during such accrual period prior to such day. If the foregoing method for computing original issue discount results in a negative amount of original issue discount as to any accrual period with respect to a REMIC Regular Certificate, the amount of original issue discount allocable to such accrual period will be zero. That is, no current deduction of such negative amount will be allowed to the holder of such Certificate. The holder will instead only be permitted to offset such negative -92- amount against future positive original issue discount (if any) attributable to such a Certificate. Although not free from doubt, it is possible that a Certificateholder may be permitted to deduct a loss to the extent his or her basis in the Certificate exceeds the maximum amount of payments such Certificateholder could ever receive with respect to such Certificate. However, any such loss may be a capital loss, which is limited in its deductibility. The foregoing considerations are particularly relevant to Stripped Interest Certificates which can have negative yields under certain circumstances that are not default related. See "Risk Factors--Effect of Prepayments on Yield of Certificates" herein. Market Discount. A Certificateholder that purchases a REMIC Regular Certificate at a market discount (other than a de minimis amount), that is, in the case of a REMIC Regular Certificate issued without original issue discount, at a purchase price less than its remaining stated principal amount, or in the case of a REMIC Regular Certificate issued with original issue discount, at a purchase price less than its adjusted issue price will recognize gain upon receipt of each distribution representing stated redemption price. In particular, under Section 1276 of the Code such a Certificateholder generally will be required to allocate the portion of each such distribution representing some of all of the stated redemption price first to accrued market discount not previously included in income, and to recognize ordinary income to that extent. A Certificateholder may elect to include market discount in income currently as it accrues rather than including it on a deferred basis in accordance with the foregoing. If made, such election will apply to all market discount bonds acquired by such Certificateholder on or after the first day of the first taxable year to which such election applies. The OID Regulations also permit a Certificateholder to elect to accrue all interest and discount (including de minimis market or original issue discount) in income as interest, and to amortize premium, based on a constant yield method. If such an election were made with respect to a REMIC Regular Certificate with market discount, the Certificateholder would be deemed to have made an election to include currently market discount in income with respect to all other debt instruments having market discount that such Certificateholder acquires during the taxable year of the election or thereafter, and possibly previously acquired instruments. Similarly, a Certificateholder that made this election for a Certificate that is acquired at a premium would be deemed to have made an election to amortize bond premium with respect to all debt instruments having amortizable bond premium that such Certificateholder owns or acquires. See "--Taxation of Owners of REMIC Regular Certificates--Premium" below. Each of the elections in this and the preceding paragraph to accrue interest, discount and premium with respect to a Certificate on a constant yield method or as interest would be irrevocable except with the approval of the IRS. However, market discount with respect to a REMIC Regular Certificate will be considered to be de minimis for purposes of Section 1276 of the Code if such market discount is less than 0.25% of the remaining stated redemption price of such REMIC Regular Certificate multiplied by the number of complete years to maturity remaining after the date of its purchase. In interpreting a similar rule with respect to original issue discount on obligations payable in installments, the OID Regulations refer to the weighted average maturity of obligations, and it is likely that the same rule will be applied with respect to market discount, presumably taking into account the Prepayment Assumption. If market discount is treated as de minimis under this rule, it appears that the actual discount would be treated in a manner similar to original issue discount of a de minimis amount. See "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount" above. Such treatment would result in discount being included in income at a slower rate than discount would be required to be included in income using the method described above. Section 1276(b)(3) of the Code specifically authorizes the Treasury Department to issue regulations providing for the method for accruing market discount on debt instruments, the principal of which is payable in more than one installment. Until regulations are issued by the Treasury Department, certain rules described in the Committee Report apply. The Committee Report indicates that in each accrual period market discount on REMIC Regular Certificates should accrue, at the Certificateholder's option: (i) on the basis of a constant yield -93- method, (ii) in the case of a REMIC Regular Certificate issued without original issue discount, in an amount that bears the same ratio to the total remaining market discount as the stated interest paid in the accrual period bears to the total amount of stated interest remaining to be paid on the REMIC Regular Certificate as of the beginning of the accrual period, or (iii) in the case of a REMIC Regular Certificate issued with original issue discount, in an amount that bears the same ratio to the total remaining market discount as the original issue discount accrued in the accrual period bears to the total original issue discount remaining on the REMIC Regular Certificate at the beginning of the accrual period. Moreover, the Prepayment Assumption used in calculating the accrual of original issue discount is also used in calculating the accrual of market discount. Because the regulations referred to in this paragraph have not been issued, it is not possible to predict what effect such regulations might have on the tax treatment of a REMIC Regular Certificate purchased at a discount in the secondary market. To the extent that REMIC Regular Certificates provide for monthly or other periodic distributions throughout their term, the effect of these rules may be to require market discount to be includible in income at a rate that is not significantly slower than the rate at which such discount would accrue if it were original issue discount. Moreover, in any event a holder of a REMIC Regular Certificate generally will be required to treat a portion of any gain on the sale or exchange of such Certificate as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income. Further, under Section 1277 of the Code a holder of a REMIC Regular Certificate may be required to defer a portion of its interest deductions for the taxable year attributable to any indebtedness incurred or continued to purchase or carry a REMIC Regular Certificate purchased with market discount. For these purposes, the de minimis rule referred to above applies. Any such deferred interest expense would not exceed the market discount that accrues during such taxable year and is, in general, allowed as a deduction not later than the year in which such market discount is includible in income. If such holder, however, has elected to include market discount in income currently as it accrues, the interest deferral rule described above would not apply. Premium. A REMIC Regular Certificate purchased at a cost (excluding any portion of such cost attributable to accrued qualified stated interest) greater than its remaining stated redemption price will be considered to be purchased at a premium. The holder of such a REMIC Regular Certificate may elect under Section 171 of the Code to amortize such premium under the constant yield method over the life of the Certificate. If a holder elects to amortize bond premium, bond premium would be amortized on a constant yield method and would be applied as an offset against qualified stated interest. If made, such an election will apply to all debt instruments having amortizable bond premium that the holder owns or subsequently acquires. The IRS recently finalized new regulations on the amortization of bond premium. However, the regulations do not specifically apply to holders of REMIC Regular Certificates. The OID Regulations also permit Certificateholders to elect to include all interest, discount and premium in income based on a constant yield method, further treating the Certificateholder as having made the election to amortize premium generally. See "--Taxation of Owners of REMIC Regular Certificates--Market Discount" above. The Committee report states that the same rules that apply to accrual of market discount (which rules will require use of a Prepayment Assumption in accruing market discount with respect to REMIC Regular Certificates without regard to whether such Certificates have original issue discount) will also apply in amortizing bond premium under Section 171 of the Code. Realized Losses. Under Section 166 of the Code, both corporate holders of the REMIC Regular Certificates and noncorporate holders of the REMIC Regular Certificates that acquire such Certificates in connection with a trade or business should be allowed to deduct, as ordinary losses, any losses sustained during a taxable year in which their Certificates become wholly or partially worthless as the result of one or more realized losses on the Mortgage Loans. However, it appears that a noncorporate holder that does not acquire a REMIC Regular Certificate in connection with a trade or business will not be entitled to deduct a loss under -94- Section 166 of the Code until such holder's Certificate becomes wholly worthless (i.e., until its Certificate Principal Balance has been reduced to zero) and that the loss will be characterized as a short-term capital loss. Each holder of a REMIC Regular Certificate will be required to accrue interest and original issue discount with respect to such Certificate, without giving effect to any reductions in distributions attributable to defaults or delinquencies on the Mortgage Loans or the Underlying Certificates until it can be established that any such reduction ultimately will not be recoverable. As a result, the amount of taxable income reported in any period by the holder of a REMIC Regular Certificate could exceed the amount of economic income actually realized by the holder in such period. Although the holder of a REMIC Regular Certificate eventually will recognize a loss or reduction in income attributable to previously accrued and included income that, as the result of a realized loss, ultimately will not be realized, the law is unclear with respect to the timing and character of such loss or reduction in income. Taxation of Owners of REMIC Residual Certificates. General. Although a REMIC is a separate entity for federal income tax purposes, a REMIC generally is not subject to entity-level taxation, except with regard to prohibited transactions and certain other transactions. See "--Prohibited Transactions Tax and Other Taxes" below. Rather, the taxable income or net loss of a REMIC is generally taken into account by the holder of the REMIC Residual Certificates. Accordingly, the REMIC Residual Certificates will be subject to tax rules that differ significantly from those that would apply if the REMIC Residual Certificates were treated for federal income tax purposes as direct ownership interests in the Mortgage Loans or as debt instruments issued by the REMIC. A holder of a REMIC Residual Certificate generally will be required to report its daily portion of the taxable income or, subject to the limitations noted in this discussion, the net loss of the REMIC for each day during a calendar quarter that such holder owned such REMIC Residual Certificate. For this purpose, the taxable income or net loss of the REMIC will be allocated to each day in the calendar quarter ratably using a "30 days per month/90 days per quarter/360 days per year" convention unless otherwise disclosed in the related Prospectus Supplement. The daily amounts so allocated will then be allocated among the REMIC Residual Certificateholders in proportion to their respective ownership interests on such day. Any amount included in the gross income or allowed as a loss of any REMIC Residual Certificateholder by virtue of this paragraph will be treated as ordinary income or loss. The taxable income of the REMIC will be determined under the rules described below in "--Taxable Income of the REMIC" and will be taxable to the REMIC Residual Certificateholders without regard to the timing or amount of cash distributions by the REMIC until the REMIC's termination. Ordinary income derived from REMIC Residual Certificates will be "portfolio income" for purposes of the taxation of taxpayers subject to limitations under Section 469 of the Code on the deductibility of "passive losses". A holder of a REMIC Residual Certificate that purchased such Certificate from a prior holder of such Certificate also will be required to report on its federal income tax return amounts representing its daily share of the taxable income (or net loss) of the REMIC for each day that it holds such REMIC Residual Certificate. Those daily amounts generally will equal the amounts of taxable income or net loss determined as described above. The Committee Report indicates that certain modifications of the general rules may be made, by regulations, legislation or otherwise to reduce (or increase) the income of a REMIC Residual Certificateholder that purchased such REMIC Residual Certificate from a prior holder of such Certificate at a price greater than (or less than) the adjusted basis (as defined below) such REMIC Residual Certificate would have had in the hands of an original holder of such Certificate. The REMIC Regulations, however, do not provide for any such modifications. Any payments received by a holder of a REMIC Residual Certificate from the seller of such Certificate in connection with the acquisition of such REMIC Residual Certificate will be taken into account in determining the income of such holder for federal income tax purposes. Although it appears likely that any such payment -95- would be includible in income immediately upon its receipt, the IRS might assert that such payment should be included in income over time according to an amortization schedule or according to some other method. Because of the uncertainty concerning the treatment of such payments, it is recommended that holders of REMIC Residual Certificates consult their tax advisors concerning the treatment of such payments for income tax purposes. The amount of income REMIC Residual Certificateholders will be required to report (or the tax liability associated with such income) may exceed the amount of cash distributions received from the REMIC for the corresponding period. Consequently, REMIC Residual Certificateholders should have other sources of funds sufficient to pay any federal income taxes due as a result of their ownership of REMIC Residual Certificates or unrelated deductions against which income may be offset, subject to the rules relating to "excess inclusions", residual interests without "significant value" and "noneconomic" residual interests discussed below. The fact that the tax liability associated with the income allocated to REMIC Residual Certificateholders may exceed the cash distributions received by such REMIC Residual Certificateholders for the corresponding period may significantly adversely affect such REMIC Residual Certificateholders' after-tax rate of return. Such disparity between income and distributions may not be offset by corresponding losses or reductions of income attributable to the REMIC Residual Certificateholder until subsequent tax years and, then, may not be completely offset due to changes in the Code, tax rates or character of the income or loss. REMIC Residual Certificates may in some instances have negative "value". See "Risk Factors--Federal Tax Considerations Regarding REMIC Residual Certificates". Taxable Income of the REMIC. The taxable income of the REMIC will equal the income from the Mortgage Loans and other assets of the REMIC plus any cancellation of indebtedness income due to the allocation of realized losses to REMIC Regular Certificates, less the deductions allowed to the REMIC for interest (including original issue discount and reduced by any premium on issuance) on the REMIC Regular Certificates (and any other Class of REMIC Certificates constituting "regular interests" in the REMIC not offered hereby), for amortization of any premium on the Mortgage Loans, for bad debt losses with respect to the Mortgage Loans and, except as described below, for servicing, administrative and other expenses. For purposes of determining its taxable income, the REMIC will have an initial aggregate basis in its assets equal to the sum of the issue prices of all REMIC Certificates (or, if a Class of REMIC Certificates is not sold initially, their fair market values). Such aggregate basis will be allocated among the Mortgage Loans and the other assets of the REMIC in proportion to their respective fair market values. The issue price of any REMIC Certificates offered hereby will be determined in the manner described above under "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount". The issue price of a REMIC Certificate received in exchange for an interest in the Mortgage Loans or other property will equal the fair market value of such interests in the Mortgage Loans or other property. Accordingly, if one or more Classes of REMIC Certificates are retained initially rather than sold, the REMIC Administrator may be required to estimate the fair market value of such interests in order to determine the basis of the REMIC in the Mortgage Loans and other property held by the REMIC. Subject to possible application of the de minimis rules, the method of accrual by the REMIC of original issue discount income and market discount income with respect to Mortgage Loans that it holds will be equivalent to the method for accruing original issue discount income for holders of REMIC Regular Certificates (that is, under the constant yield method taking into account the Prepayment Assumption). However, a REMIC that acquires loans at a market discount must include such market discount in income currently, as it accrues, on a constant yield basis. See "--Taxation of Owners of REMIC Regular Certificates" above, which describes a method for accruing such discount income that is analogous to that required to be used by a REMIC as to Mortgage Loans with market discount that it holds. -96- A Mortgage Loan will be deemed to have been acquired with discount (or premium) to the extent that the REMIC's basis therein, determined as described in the preceding paragraph, is less than (or greater than) its stated redemption price. Any such discount will be includible in the income of the REMIC as it accrues, in advance of receipt of the cash attributable to such income, under a method similar to the method described above for accruing original issue discount on the REMIC Regular Certificates. It is anticipated that each REMIC will elect under Section 171 of the Code to amortize any premium on the Mortgage Loans. Premium on any Mortgage Loan to which such election applies may be amortized under a constant yield method, presumably taking into account a Prepayment Assumption. A REMIC will be allowed deductions for interest (including original issue discount) on the REMIC Regular Certificates (including any other Class of REMIC Certificates constituting "regular interests" in the REMIC not offered hereby) equal to the deductions that would be allowed if the REMIC Regular Certificates (including any other Class of REMIC Certificates constituting "regular interests" in the REMIC not offered hereby) were indebtedness of the REMIC. Original issue discount will be considered to accrue for this purpose as described above under "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount", except that the de minimis rule and the adjustments for subsequent holders of REMIC Regular Certificates (including any other Class of REMIC Certificates constituting "regular interests" in the REMIC not offered hereby) described therein will not apply. If a Class of REMIC Regular Certificates is issued at a price in excess of the stated redemption price of such Class (such excess "Issue Premium"), the net amount of interest deductions that are allowed the REMIC in each taxable year with respect to the REMIC Regular Certificates of such Class will be reduced by an amount equal to the portion of the Issue Premium that is considered to be amortized or repaid in that year. Although the matter is not entirely certain, it is likely that Issue Premium would be amortized under a constant yield method in a manner analogous to the method of accruing original issue discount described above under "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount". As a general rule, the taxable income of a REMIC will be determined in the same manner as if the REMIC were an individual having the calendar year as its taxable year and using the accrual method of accounting. However, no item of income, gain, loss or deduction allocable to a prohibited transaction will be taken into account. See "--Prohibited Transactions Tax and Other Taxes" below. Further, the limitation on miscellaneous itemized deductions imposed on individuals by Section 67 of the Code (which allows such deductions only to the extent they exceed in the aggregate two percent of the taxpayer's adjusted gross income) will not be applied at the REMIC level so that the REMIC will be allowed deductions for servicing, administrative and other noninterest expenses in determining its taxable income. All such expenses will be allocated as a separate item to the holders of REMIC Certificates, subject to the limitation of Section 67 of the Code. See "--Possible Pass-Through of Miscellaneous Itemized Deductions" below. If the deductions allowed to the REMIC exceed its gross income for a calendar quarter, such excess will be the net loss for the REMIC for that calendar quarter. Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC Residual Certificate will be equal to the amount paid for such REMIC Residual Certificate, increased by amounts included in the income of the REMIC Residual Certificateholder and decreased (but not below zero) by distributions made, and by net losses allocated, to such REMIC Residual Certificateholder. A REMIC Residual Certificateholder is not allowed to take into account any net loss for any calendar quarter to the extent such net loss exceeds such REMIC Residual Certificateholder's adjusted basis in its REMIC Residual Certificate as of the close of such calendar quarter (determined without regard to such net loss). Any loss that is not currently deductible by reason of this limitation may be carried forward indefinitely to future calendar quarters and, subject to the same limitation, may be used only to offset income from the REMIC -97- Residual Certificate. The ability of REMIC Residual Certificateholders to deduct net losses may be subject to additional limitations under the Code, as to which it is recommended that REMIC Residual Certificateholders consult their tax advisors. Any distribution on a REMIC Residual Certificate will be treated as a nontaxable return of capital to the extent it does not exceed the holder's adjusted basis in such REMIC Residual Certificate. To the extent a distribution on a REMIC Residual Certificate exceeds such adjusted basis, it will be treated as gain from the sale of such REMIC Residual Certificate. Holders of certain REMIC Residual Certificates may be entitled to distributions early in the term of the related REMIC under circumstances in which their bases in such REMIC Residual Certificates will not be sufficiently large that such distributions will be treated as nontaxable returns of capital. Their bases in such REMIC Residual Certificates will initially equal the amount paid for such REMIC Residual Certificates and will be increased by their allocable shares of taxable income of the REMIC. However, such bases increases may not occur until the end of the calendar quarter, or perhaps the end of the calendar year, with respect to which such REMIC taxable income is allocated to the REMIC Residual Certificateholders. To the extent such REMIC Residual Certificateholders' initial bases are less than the distributions to such REMIC Residual Certificateholders, and increases in such initial bases either occur after such distributions or (together with their initial bases) are less than the amount of such distributions, gain will be recognized to such REMIC Residual Certificateholders on such distributions and will be treated as gain from the sale of their REMIC Residual Certificates. The effect of these rules is that a REMIC Residual Certificateholder may not amortize its basis in a REMIC Residual Certificate, but may only recover its basis through distributions, through the deduction of any net losses of the REMIC or upon the sale of its REMIC Residual Certificate. See "--Sales of REMIC Certificates" below. For a discussion of possible modifications of these rules that may require adjustments to income of a holder of a REMIC Residual Certificate other than an original holder in order to reflect any difference between the cost of such REMIC Residual Certificate to such REMIC Residual Certificateholder and the adjusted basis such REMIC Residual Certificate would have in the hands of an original holder see "--Taxation of Owners of REMIC Residual Certificates--General" above. Excess Inclusions. Any "excess inclusions" with respect to a REMIC Residual Certificate will be subject to federal income tax in all events. In general, the "excess inclusions" with respect to a REMIC Residual Certificate for any calendar quarter will be the excess, if any, of (i) the daily portions of REMIC taxable income allocable to such REMIC Residual Certificate over (ii) the sum of the "daily accruals" (as defined below) for each day during such quarter that such REMIC Residual Certificate was held by such REMIC Residual Certificateholder. The daily accruals of a REMIC Residual Certificateholder will be determined by allocating to each day during a calendar quarter its ratable portion of the product of the "adjusted issue price" of the REMIC Residual Certificate at the beginning of the calendar quarter and 120% of the "long-term Federal rate" in effect on the Closing Date. For this purpose, the adjusted issue price of a REMIC Residual Certificate as of the beginning of any calendar quarter will be equal to the issue price of the REMIC Residual Certificate, increased by the sum of the daily accruals for all prior quarters and decreased (but not below zero) by any distributions made with respect to such REMIC Residual Certificate before the beginning of such quarter. The issue price of a REMIC Residual Certificate is the initial offering price to the public (excluding bond houses and brokers) at which a substantial amount of the REMIC Residual Certificates were sold. The "long-term Federal rate" is an average of current yields on Treasury securities with a remaining term of greater than nine years, computed and published monthly by the IRS. Although it has not done so, the Treasury also has authority to issue regulations that would treat the entire amount of income accruing on a REMIC Residual Certificate as an excess inclusion if the REMIC Residual Certificates are considered not to have "significant value". The REMIC Regulations provide that in order to be -98- treated as having significant value, the REMIC Residual Certificates must have an aggregate issue price at least equal to two percent of the aggregate issue prices of all of the related REMIC's regular and residual interests. In addition, based on the Prepayment Assumption, the anticipated weighted average life of the REMIC Residual Certificates must equal or exceed 20 percent of the anticipated weighted average life of the REMIC, based on the Prepayment Assumption and on any required or permitted clean up calls or required liquidation provided for in the REMIC's organizational documents. The related Prospectus Supplement will disclose whether offered REMIC Residual Certificates may be considered to have "significant value" under the REMIC Regulations; provided, however, that any disclosure that a REMIC Residual Certificate will have "significant value" will be based upon certain assumptions, and the Depositor will make no representation that a REMIC Residual Certificate will have "significant value" for purposes of the above-described rules. For REMIC Residual Certificateholders, an excess inclusion (i) will not be permitted to be offset by deductions, losses or loss carryovers from other activities, (ii) will be treated as "unrelated business taxable income" to an otherwise tax-exempt organization and (iii) will not be eligible for any rate reduction or exemption under any applicable tax treaty with respect to the 30% United States withholding tax imposed on distributions to REMIC Residual Certificateholders that are foreign investors. See, however "--Foreign Investors in REMIC Certificates" below. Furthermore, for purposes of the alternative minimum tax, (i) excess inclusions will not be permitted to be offset by the alternative tax net operating loss deduction and (ii) alternative minimum taxable income may not be less than the taxpayer's excess inclusions. This last rule has the effect of preventing non-refundable tax credits from reducing the taxpayer's income tax to an amount lower than the alternative minimum tax on excess inclusions. In the case of any REMIC Residual Certificates held by a real estate investment trust, the aggregate excess inclusions with respect to such REMIC Residual Certificates, reduced (but not below zero) by the real estate investment trust taxable income (within the meaning of Section 857(b)(2) of the Code, excluding any net capital gain), will be allocated among the shareholders of such trust in proportion to the dividends received by such shareholders from such trust, and any amount so allocated will be treated as an excess inclusion with respect to a REMIC Residual Certificate as if held directly by such shareholder. Treasury regulations yet to be issued could apply a similar rule to regulated investment companies, common trust funds and certain cooperatives; the REMIC Regulations currently do not address this subject. Noneconomic REMIC Residual Certificates. Under the REMIC Regulations, transfers of "noneconomic" REMIC Residual Certificates will be disregarded for all federal income tax purposes if "a significant purpose of the transfer was to enable the transferor to impede the assessment or collection of tax". If such transfer is disregarded, the purported transferor will continue to remain liable for any taxes due with respect to the income on such "noneconomic" REMIC Residual Certificate. The REMIC Regulations provide that a REMIC Residual Certificate is noneconomic unless, based on the Prepayment Assumption and on any required or permitted clean up calls, or required liquidation provided for in the REMIC's organizational documents, (1) the present value of the expected future distributions (discounted using the "applicable Federal rate" for obligations whose term ends on the close of the last quarter in which excess inclusions are expected to accrue with respect to the REMIC Residual Certificate, which rate is computed and published monthly by the IRS) on the REMIC Residual Certificate equals at least the present value of the expected tax on the anticipated excess inclusions, and (2) the transferor reasonably expects that the transferee will receive distributions with respect to the REMIC Residual Certificate at or after the time the taxes accrue on the anticipated excess inclusions in an amount sufficient to satisfy the accrued taxes. Accordingly, all transfers of REMIC Residual Certificates that may constitute noneconomic residual interests will be subject to certain restrictions under the terms of the related Pooling Agreement that are intended to reduce the possibility of any such transfer being disregarded. Such restrictions will require each party to a transfer to provide an affidavit that no purpose of such transfer is to impede the assessment or collection of tax, including certain representations as to the financial condition of the prospective transferee, as to which the transferor is also required to make a reasonable -99- investigation to determine such transferee's historic payment of its debts and ability to continue to pay its debts as they come due in the future. Prior to purchasing a REMIC Residual Certificate, prospective purchasers should consider the possibility that a purported transfer of such REMIC Residual Certificate by such a purchaser to another purchaser at some future date may be disregarded in accordance with the above-described rules which would result in the retention of tax liability by such purchaser. The related Prospectus Supplement will disclose whether offered REMIC Residual Certificates may be considered "noneconomic" residual interests under the REMIC Regulations; provided, however, that any disclosure that a REMIC Residual Certificate will not be considered "noneconomic" will be based upon certain assumptions, and the Depositor will make no representation that a REMIC Residual Certificate will not be considered "noneconomic" for purposes of the above-described rules. See "--Foreign Investors in REMIC Certificates" below for additional restrictions applicable to transfers of certain REMIC Residual Certificates to foreign persons. Mark-to-Market Rules. The IRS recently released regulations under Section 475 of the Code (the "Mark-to-Market Regulations") relating to the requirement that a securities dealer mark to market securities held for sale to customers. This mark-to-market requirement applies to all securities owned by a dealer, except to the extent that the dealer has specifically identified a security as held for investment. The Mark-to-Market Regulations provide that for purposes of this mark-to-market requirement, a REMIC Residual Certificate is not treated as a security for purposes of Section 475 of the Code, and thus is not subject to the mark-to-market rules. It is recommended that prospective purchasers of a REMIC Residual Certificate consult their tax advisors regarding the Mark-to-Market Regulations. Unless otherwise stated in the related Prospectus Supplement, transfers of REMIC Residual Certificates to investors that are not United States Persons (as defined below in "--Foreign Investors in REMIC Certificates") will be prohibited under the related Pooling Agreement. If transfers of REMIC Residual Certificates to investors that are not United States Persons are permitted pursuant to the related Pooling Agreement, the related Prospectus Supplement will describe additional restrictions applicable to transfers of certain REMIC Residual Certificates to such persons. Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and expenses of a REMIC generally will be allocated to the holders of the related REMIC Residual Certificates. The applicable Treasury regulations indicate, however, that in the case of a REMIC that is similar to a single class grantor trust, all or a portion of such fees and expenses should be allocated to the holders of the related REMIC Regular Certificates. Unless otherwise stated in the related Prospectus Supplement, such fees and expenses will be allocated to holders of the related REMIC Residual Certificates in their entirety and not to the holders of the related REMIC Regular Certificates. With respect to REMIC Residual Certificates or REMIC Regular Certificates the holders of which receive an allocation of fees and expenses in accordance with the preceding discussion, if any holder thereof is an individual, estate or trust, or a "pass-through entity" beneficially owned by one or more individuals, estates or trusts, (i) an amount equal to such individual's, estate's or trust's share of such fees and expenses will be added to the gross income of such holder and (ii) such individual's, estate's or trust's share of such fees and expenses will be treated as a miscellaneous itemized deduction allowable subject to the limitation of Section 67 of the Code, which permits such deductions only to the extent they exceed in the aggregate 2% of a taxpayer's adjusted gross income. In addition, Section 68 of the Code provides that the amount of itemized deductions otherwise allowable for an individual whose adjusted gross income exceeds a specified amount will be reduced by the lesser of (i) 3% of the excess of the individual's adjusted gross income over such amount or (ii) 80% of the amount of itemized deductions otherwise allowable for the taxable year. The amount of additional taxable income reportable by REMIC Certificateholders that are subject to the limitations of either Section 67 or Section 68 of the Code -100- may be substantial. Furthermore, in determining the alternative minimum taxable income of such a holder of a REMIC Certificate that is an individual, estate or trust, or a "pass-through entity" beneficially owned by one or more individuals, estates or trusts, no deduction will be allowed for such holder's allocable portion of servicing fees and other miscellaneous itemized deductions of the REMIC, even though an amount equal to the amount of such fees and other deductions will be included in such holder's gross income. Accordingly, REMIC Residual Certificates will generally not be appropriate investments for individuals, estates, or trusts, or pass-through entities beneficially owned by one or more individuals, estates or trusts. It is recommended that such prospective investors consult with their tax advisors prior to making an investment in such Certificates. Sales of REMIC Certificates. If a REMIC Certificate is sold, the selling Certificateholder will recognize gain or loss equal to the difference between the amount realized on the sale and its adjusted basis in the REMIC Certificate. The adjusted basis of a REMIC Regular Certificate generally will equal the cost of such REMIC Regular Certificate to such Certificateholder, increased by income reported by such Certificateholder with respect to such REMIC Regular Certificate (including original issue discount and market discount income) and reduced (but not below zero) by distributions on such REMIC Regular Certificate received by such Certificateholder and by any amortized premium. The adjusted basis of a REMIC Residual Certificate will be determined as described above under "--Taxation of Owners of REMIC Residual Certificates--Basis Rules, Net Losses and Distributions". Except as described below, any such gain or loss will be capital gain or loss, provided such REMIC Certificate is held as a capital asset (generally, property held for investment) within the meaning of Section 1221 of the Code. The Code as of the date of this Prospectus provides for lower rates as to long-term capital gains than those applicable to the short-term capital gains and ordinary income realized or received by individuals. No such rate differential exists for corporations. In addition, the distinction between a capital gain or loss and ordinary income or loss remains relevant for other purposes. Gain from the sale of a REMIC Regular Certificate that might otherwise be a capital gain will be treated as ordinary income to the extent such gain does not exceed the excess, if any, of (i) the amount that would have been includible in the seller's income with respect to such REMIC Regular Certificate assuming that income had accrued thereon at a rate equal to 110% of the "applicable Federal rate" (generally, a rate based on an average of current yields on Treasury securities having a maturity comparable to that of the Certificate based on the application of the Prepayment Assumption to such Certificate), determined as of the date of purchase of such REMIC Regular Certificate, over (ii) the amount of ordinary income actually includible in the seller's income prior to such sale. In addition, gain recognized on the sale of a REMIC Regular Certificate by a seller who purchased such REMIC Regular Certificate at a market discount will be taxable as ordinary income in an amount not exceeding the portion of such discount that accrued during the period such REMIC Certificate was held by such holder, reduced by any market discount included in income under the rules described above under "--Taxation of Owners of REMIC Regular Certificates--Market Discount" and "--Premium". REMIC Certificates will be "evidences of indebtedness" within the meaning of Section 582(c)(1) of the Code, so that gain or loss recognized from the sale of a REMIC Certificate by a bank or thrift institution to which such Section applies will be ordinary income or loss. A portion of any gain from the sale of a REMIC Regular Certificate that might otherwise be capital gain may be treated as ordinary income to the extent that such Certificate is held as part of a "conversion transaction" within the meaning of Section 1258 of the Code. A conversion transaction generally is one in which the taxpayer has taken two or more positions in the same or similar property that reduce or eliminate market risk, if substantially all of the taxpayer's return is attributable to the time value of the taxpayer's net investment in such transaction. The amount of gain so realized in a conversion transaction that is recharacterized as ordinary income generally will not exceed the amount of interest that would have accrued on the taxpayer's net investment at 120% of the appropriate "applicable Federal rate" at the time the taxpayer enters into the conversion transaction, -101- subject to appropriate reduction for prior inclusion of interest and other ordinary income items from the transaction. Finally, a taxpayer may elect to have net capital gain taxed at ordinary income rates rather than capital gains rates in order to include such net capital gain in total net investment income for the taxable year, for purposes of the rule that limits the deduction of interest on indebtedness incurred to purchase or carry property held for investment to a taxpayer's net investment income. Except as may be provided in Treasury regulations yet to be issued, if the seller of a REMIC Residual Certificate reacquires such REMIC Residual Certificate, or acquires any other residual interest in a REMIC or any similar interest in a "taxable mortgage pool" (as defined in Section 7701(i) of the Code) during the period beginning six months before, and ending six months after, the date of such sale, such sale will be subject to the "wash sale" rules of Section 1091 of the Code. In that event, any loss realized by the REMIC Residual Certificateholder on the sale will not be deductible, but instead will be added to such REMIC Residual Certificateholder's adjusted basis in the newly-acquired asset. Prohibited Transactions Tax and Other Taxes. The Code imposes a tax on REMICs equal to 100% of the net income derived from "prohibited transactions" (a "Prohibited Transactions Tax"). In general, subject to certain specified exceptions a prohibited transaction means the disposition of a Mortgage Loan, the receipt of income from a source other than a Mortgage Loan or certain other permitted investments, the receipt of compensation for services, or gain from the disposition of an asset purchased with the payments on the Mortgage Loans for temporary investment pending distribution on the REMIC Certificates. It is not anticipated that any REMIC will engage in any prohibited transactions as to which it would be subject to a material Prohibited Transaction Tax. In addition, certain contributions to a REMIC made after the day on which the REMIC issues all of its interests could result in the imposition of a tax on the REMIC equal to 100% of the value of the contributed property (a "Contributions Tax"). Each Pooling Agreement will include provisions designed to prevent the acceptance of any contributions that would be subject to such tax. REMICs also are subject to federal income tax at the highest corporate rate on "net income from foreclosure property", determined by reference to the rules applicable to real estate investment trusts. "Net income from foreclosure property" generally means income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust. Under certain circumstances, the Special Servicer may be authorized to conduct activities with respect to a Mortgaged Property acquired by a Trust Fund that causes the Trust Fund to incur this tax if doing so would, in the reasonable discretion of the Special Servicer, maximize the net after-tax proceeds to Certificateholders. However, under no circumstance will the Special Servicer cause the acquired Mortgage Property to cease to be a "permitted investment" under Section 860G(a)(5) of the Code. Unless otherwise disclosed in the related Prospectus Supplement, it is not anticipated that any material state or local income or franchise tax will be imposed on any REMIC. Unless otherwise stated in the related Prospectus Supplement, and to the extent permitted by then applicable laws, any Prohibited Transactions Tax, Contributions Tax, tax on "net income from foreclosure property" or state or local income or franchise tax that may be imposed on the REMIC will be borne by the related REMIC Administrator, Master Servicer, Special Servicer, Manager or Trustee, in any case out of its own funds, provided that such person has sufficient assets to do so, and provided further that such tax arises out of a breach of such person's obligations under the related Pooling Agreement. Any such tax not borne by a REMIC Administrator, Master Servicer, Special Servicer, Manager or Trustee would be charged against the related Trust Fund resulting in a reduction in amounts payable to holders of the related REMIC Certificates. -102- Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain Organizations. If a REMIC Residual Certificate is transferred to a "disqualified organization" (as defined below), a tax would be imposed in an amount (determined under the REMIC Regulations) equal to the product of (i) the present value (discounted using the "applicable Federal rate" for obligations whose term ends on the close of the last quarter in which excess inclusions are expected to accrue with respect to the REMIC Residual Certificate) of the total anticipated excess inclusions with respect to such REMIC Residual Certificate for periods after the transfer and (ii) the highest marginal federal income tax rate applicable to corporations. The anticipated excess inclusions must be determined as of the date that the REMIC Residual Certificate is transferred and must be based on events that have occurred up to the time of such transfer, the Prepayment Assumption and any required or permitted clean up calls or required liquidation provided for in the REMIC's organizational documents. Such a tax generally would be imposed on the transferor of the REMIC Residual Certificate, except that where such transfer is through an agent for a disqualified organization, the tax would instead be imposed on such agent. However, a transferor of a REMIC Residual Certificate would in no event be liable for such tax with respect to a transfer if the transferee furnishes to the transferor an affidavit that the transferee is not a disqualified organization and, as of the time of the transfer, the transferor does not have actual knowledge that such affidavit is false. Moreover, an entity will not qualify as a REMIC unless there are reasonable arrangements designed to ensure that (i) residual interests in such entity are not held by disqualified organizations and (ii) information necessary for the application of the tax described herein will be made available. Restrictions on the transfer of REMIC Residual Certificates and certain other provisions that are intended to meet this requirement will be included in each Pooling Agreement, and will be discussed in any Prospectus Supplement relating to the offering of any REMIC Residual Certificate. In addition, if a "pass-through entity" (as defined below) includes in income excess inclusions with respect to a REMIC Residual Certificate, and a disqualified organization is the record holder of an interest in such entity, then a tax will be imposed on such entity equal to the product of (i) the amount of excess inclusions on the REMIC Residual Certificate that are allocable to the interest in the pass-through entity held by such disqualified organization and (ii) the highest marginal federal income tax rate imposed on corporations. A pass-through entity will not be subject to this tax for any period, however, if each record holder of an interest in such pass-through entity furnishes to such pass-through entity (i) such holder's social security number and a statement under penalties of perjury that such social security number is that of the record holder or (ii) a statement under penalties of perjury that such record holder is not a disqualified organization. For taxable years beginning on or after January 1, 1998, 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, a "disqualified organization" means (i) the United States, any State or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of the foregoing (but would not include instrumentalities described in Section 168(h)(2)(D) of the Code or the Federal Home Loan Mortgage Corporation), (ii) any organization (other than a cooperative described in Section 521 of the Code) that is exempt from federal income tax, unless it is subject to the tax imposed by Section 511 of the Code or (iii) any organization described in Section 1381(a)(2)(C) of the Code. For these purposes, a "pass-through entity" means any regulated investment company, real estate investment trust, trust, partnership or certain other entities described in Section 860E(e)(6) of the Code. 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. In addition, a person holding an interest in a pass-through entity as a nominee for another person will, with respect to such interest, be treated as a pass-through entity. -103- Termination. A REMIC will terminate immediately after the Distribution Date following receipt by the REMIC of the final payment in respect of the Mortgage Loans or upon a sale of the REMIC's assets following the adoption by the REMIC of a plan of complete liquidation. The last distribution on a REMIC Regular Certificate will be treated as a payment in retirement of a debt instrument. In the case of a REMIC Residual Certificate, if the last distribution on such REMIC Residual Certificate is less than the REMIC Residual Certificateholder's adjusted basis in such Certificate, such REMIC Residual Certificateholder should (but may not) be treated as realizing a capital loss equal to the amount of such difference. Reporting and Other Administrative Matters. Solely for purposes of the administrative provisions of the Code, the REMIC will be treated as a partnership and REMIC Residual Certificateholders will be treated as partners. Unless otherwise stated in the related Prospectus Supplement, the REMIC Administrator, which generally will hold at least a nominal amount of REMIC Residual Certificates, will file REMIC federal income tax returns on behalf of the related REMIC, and will be designated as and will act as the "tax matters person" with respect to the REMIC in all respects. As the tax matters person, the REMIC Administrator, subject to certain notice requirements and various restrictions and limitations, generally will have the authority to act on behalf of the REMIC and the REMIC Residual Certificateholders in connection with the administrative and judicial review of items of income, deduction, gain or loss of the REMIC, as well as the REMIC's classification. REMIC Residual Certificateholders generally will be required to report such REMIC items consistently with their treatment on the related REMIC's tax return and may in some circumstances be bound by a settlement agreement between the REMIC Administrator, as tax matters person, and the IRS concerning any such REMIC item. Adjustments made to the REMIC's tax return may require a REMIC Residual Certificateholder to make corresponding adjustments on its return, and an audit of the REMIC's tax return, or the adjustments resulting from such an audit, could result in an audit of a REMIC Residual Certificateholder's return. No REMIC will be registered as a tax shelter pursuant to Section 6111 of the Code because it is not anticipated that any REMIC will have a net loss for any of the first five taxable years of its existence. Any person that holds a REMIC Residual Certificate as a nominee for another person may be required to furnish to the related REMIC, in a manner to be provided in Treasury regulations, the name and address of such person and other information. Reporting of interest income, including any original issue discount, with respect to REMIC Regular Certificates is required annually, and may be required more frequently under Treasury regulations. These information reports generally are required to be sent to individual holders of REMIC Regular Interests and the IRS; holders of REMIC Regular Certificates that are corporations, trusts, securities dealers and certain other non-individuals will be provided interest and original issue discount income information and the information set forth in the following paragraph upon request in accordance with the requirements of the applicable regulations. The information must be provided by the later of 30 days after the end of the quarter for which the information was requested, or two weeks after the receipt of the request. The REMIC must also comply with rules requiring a REMIC Regular Certificate issued with original issue discount to disclose on its face the amount of original issue discount and the issue date, and requiring such information to be reported to the IRS. Reporting with respect to REMIC Residual Certificates, including income, excess inclusions, investment expenses and relevant information regarding qualification of the REMIC's assets will be made as required under the Treasury regulations, generally on a quarterly basis. As applicable, the REMIC Regular Certificate information reports will include a statement of the adjusted issue price of the REMIC Regular Certificate at the beginning of each accrual period. In addition, the reports will include information required by regulations with respect to computing the accrual of any market discount. Because exact computation of the accrual of market discount on a constant yield method would require information relating to the holder's purchase price that the REMIC may not have, such regulations only require -104- that information pertaining to the appropriate proportionate method of accruing market discount be provided. See "--Taxation of Owners of REMIC Regular Certificates--Market Discount". Unless otherwise specified in the related Prospectus Supplement, the responsibility for complying with the foregoing reporting rules will be borne by the REMIC Administrator. Backup Withholding with Respect to REMIC Certificates. Payments of interest and principal, as well as payments of proceeds from the sale of REMIC Certificates, may be subject to the "backup withholding tax" under Section 3406 of the Code at a rate of 31% if recipients of such payments fail to furnish to the payor certain information, including their taxpayer identification numbers, or otherwise fail to establish an exemption from such tax. Any amounts deducted and withheld from a distribution to a recipient would be allowed as a credit against such recipient's federal income tax. Furthermore, certain penalties may be imposed by the IRS on a recipient of payments that is required to supply information but that does not do so in the proper manner. Foreign Investors in REMIC Certificates. A REMIC Regular Certificateholder that is not a "United States Person" (as defined below) and is not subject to federal income tax as a result of any direct or indirect connection to the United States in addition to its ownership of a REMIC Regular Certificate will, in general, not, unless otherwise disclosed in the related Prospectus Supplement, be subject to United States federal income or withholding tax in respect of a distribution on a REMIC Regular Certificate, provided that the holder complies to the extent necessary with certain identification requirements (including delivery of a statement, signed by the Certificateholder under penalties of perjury, certifying that such Certificateholder is not a United States Person and providing the name and address of such Certificateholder). For these purposes, "United States Person" means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States or any political subdivision thereof, an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States or a trust as to which (i) a court in the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more United States Persons have the authority to control all substantial decisions of the trust. It is possible that the IRS may assert that the foregoing tax exemption should not apply with respect to a REMIC Regular Certificate held by a REMIC Residual Certificateholder that owns directly or indirectly a 10% or greater interest in the REMIC Residual Certificates. If the holder does not qualify for exemption, distributions of interest, including distributions in respect of accrued original issue discount, to such holder may be subject to a tax rate of 30%, subject to reduction under any applicable tax treaty. It is possible, under regulations promulgated under Section 881 of the Code concerning conduit financing transactions, that the exemption from withholding taxes described above may not be available to a holder who is not a United States person and owns 10% or more of one or more underlying Mortgagors or, if the holder is a controlled foreign corporation, is related to one or more Mortgagors. Further, it appears that a REMIC Regular Certificate would not be included in the estate of a nonresident alien individual and would not be subject to United States estate taxes. However, it is recommended that Certificateholders who are nonresident alien individuals consult their tax advisors concerning this question. Unless otherwise stated in the related Prospectus Supplement, transfers of REMIC Residual Certificates to investors that are not United States Persons will be prohibited under the related Pooling Agreement. -105- Grantor Trust Funds Classification of Grantor Trust Funds. With respect to each Series of Grantor Trust Certificates, counsel to the Depositor will deliver its opinion to the effect that, assuming compliance with all provisions of the related Pooling Agreement, the related Grantor Trust Fund will be classified as a grantor trust under subpart E, part I of subchapter J of the Code and not as a partnership or an association taxable as a corporation. The following general discussion of the anticipated federal income tax consequences of the purchase, ownership and disposition of Grantor Trust Certificates, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of counsel to the Depositor for the applicable Series as specified in the related Prospectus Supplement, subject to any qualifications set forth herein. In addition, counsel to the Depositor have prepared or reviewed the statements in this Prospectus under the heading "Federal Income Tax Consequences--Grantor Trust Funds", and are of the opinion that such statements are correct in all material respects. Such statements are intended as an explanatory discussion of the possible effects of the classification of any Grantor Trust Fund as a grantor trust for federal income tax purposes on investors generally and of related tax matters affecting investors generally, but do not purport to furnish information in the level of detail or with the attention to an investor's specific tax circumstances that would be provided by an investor's own tax advisor. Accordingly, it is recommended that each investor consult its own tax advisors with regard to the tax consequences to it of investing in Grantor Trust Certificates. For purposes of the following discussion, a Grantor Trust Certificate representing an undivided equitable ownership interest in the principal of the Mortgage Loans constituting the related Grantor Trust Fund, together with interest thereon at a pass-through rate, will be referred to as a "Grantor Trust Fractional Interest Certificate". A Grantor Trust Certificate representing ownership of all or a portion of the difference between interest paid on the Mortgage Loans constituting the related Grantor Trust Fund (net of normal administration fees) and interest paid to the holders of Grantor Trust Fractional Interest Certificates issued with respect to such Grantor Trust Fund will be referred to as a "Grantor Trust Strip Certificate". A Grantor Trust Strip Certificate may also evidence a nominal ownership interest in the principal of the Mortgage Loans constituting the related Grantor Trust Fund. Characterization of Investments in Grantor Trust Certificates. Grantor Trust Fractional Interest Certificates. In the case of Grantor Trust Fractional Interest Certificates, unless otherwise disclosed in the related Prospectus Supplement, counsel to the Depositor will deliver an opinion that, in general, Grantor Trust Fractional Interest Certificates will represent interests in (i) "loans . . . secured by an interest in real property" within the meaning of Section 7701(a)(19)(C)(v) of the Code (but generally only to the extent that the underlying Mortgage Loans have been made with respect to property that is used for residential or certain other prescribed purposes); (ii) "obligation[s] (including any participation or Certificate of beneficial ownership therein) which . . . [are] principally secured by an interest in real property" within the meaning of Section 860G(a)(3) of the Code; (iii) "permitted assets" within the meaning of Section 860L(a)(1)(C) of the Code; and (iv) "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code. In addition, counsel to the Depositor will deliver an opinion that interest on Grantor Trust Fractional Interest Certificates will to the same extent be considered "interest on obligations secured by mortgages on real property or on interests in real property" within the meaning of Section 856(c)(3)(B) of the Code. Grantor Trust Strip Certificates. Even if Grantor Trust Strip Certificates evidence an interest in a Grantor Trust Fund consisting of Mortgage Loans that are "loans . . . secured by an interest in real property" within the meaning of Section 7701(a)(19)(C)(v) of the Code and "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code, and the interest on which is "interest on obligations secured by mortgages on real property" within the meaning of Section 856(c)(3)(A) of the Code, it is unclear whether the Grantor Trust Strip Certificates, and the income therefrom, will be so characterized. Counsel to the Depositor will not deliver -106- any opinion on these questions. It is recommended that prospective purchasers to which such characterization of an investment in Grantor Trust Strip Certificates is material consult their tax advisors regarding whether the Grantor Trust Strip Certificates, and the income therefrom, will be so characterized. The Grantor Trust Strip Certificates will be "obligation[s] (including any participation or Certificate of beneficial ownership therein) which . . . [are] principally secured by an interest in real property" within the meaning of Section 860G(a)(3)(A) of the Code and, in general, "permitted assets" within the meaning of Section 860L(a)(1)(C) of the Code. Taxation of Owners of Grantor Trust Fractional Interest Certificates General. Holders of a particular Series of Grantor Trust Fractional Interest Certificates generally will be required to report on their federal income tax returns their shares of the entire income from the Mortgage Loans (including amounts used to pay reasonable servicing fees and other expenses) and will be entitled to deduct their shares of any such reasonable servicing fees and other expenses. Because of stripped interests, market or original issue discount, or premium, the amount includible in income on account of a Grantor Trust Fractional Interest Certificate may differ significantly from the amount distributable thereon representing interest on the Mortgage Loans. Under Section 67 of the Code, an individual, estate or trust holding a Grantor Trust Fractional Interest Certificate directly or through certain pass-through entities will be allowed a deduction for such reasonable servicing fees and expenses only to the extent that the aggregate of such holder's miscellaneous itemized deductions exceeds two percent of such holder's adjusted gross income. In addition, Section 68 of the Code provides that the amount of itemized deductions otherwise allowable for an individual whose adjusted gross income exceeds a specified amount will be reduced by the lesser of (i) 3% of the excess of the individual's adjusted gross income over such amount or (ii) 80% of the amount of itemized deductions otherwise allowable for the taxable year. The amount of additional taxable income reportable by holders of Grantor Trust Fractional Interest Certificates who are subject to the limitations of either Section 67 or Section 68 of the Code may be substantial. Further, Certificateholders (other than corporations) subject to the alternative minimum tax may not deduct miscellaneous itemized deductions in determining such holder's alternative minimum taxable income. Although it is not entirely clear, it appears that in transactions in which multiple Classes of Grantor Trust Certificates (including Grantor Trust Strip Certificates) are issued, such fees and expenses should be allocated among the Classes of Grantor Trust Certificates using a method that recognizes that each such Class benefits from the related services. In the absence of statutory or administrative clarification as to the method to be used, it currently is intended to base information returns or reports to the IRS and Certificateholders on a method that allocates such expenses among Classes of Grantor Trust Certificates with respect to each period based on the distributions made to each such Class during that period. The federal income tax treatment of Grantor Trust Fractional Interest Certificates of any Series will depend on whether they are subject to the "stripped bond" rules of Section 1286 of the Code. Grantor Trust Fractional Interest Certificates may be subject to those rules if (i) a Class of Grantor Trust Strip Certificates is issued as part of the same Series or (ii) the Depositor or any of its affiliates retains (for its own account or for purposes of resale) a right to receive a specified portion of the interest payable on a Mortgage Asset. Further, the IRS has ruled that an unreasonably high servicing fee retained by a seller or servicer will be treated as a retained ownership interest in mortgages that constitutes a stripped coupon. The related Prospectus Supplement will include information regarding servicing fees paid to a Master Servicer, a Special Servicer, any Sub-Servicer or their respective affiliates. -107- If Stripped Bond Rules Apply. If the stripped bond rules apply, each Grantor Trust Fractional Interest Certificate will be treated as having been issued with "original issue discount" within the meaning of Section 1273(a) of the Code, subject, however, to the discussion below regarding the treatment of certain stripped bonds as market discount bonds and the discussion regarding de minimis market discount. See "--Taxation of Owners of Grantor Trust Fractional Interest Certificates--Market Discount" below. Under the stripped bond rules, the holder of a Grantor Trust Fractional Interest Certificate (whether a cash or accrual method taxpayer) will be required to report interest income from its Grantor Trust Fractional Interest Certificate for each month in an amount equal to the income that accrues on such Certificate in that month calculated under a constant yield method, in accordance with the rules of the Code relating to original issue discount. The original issue discount on a Grantor Trust Fractional Interest Certificate will be the excess of such Certificate's stated redemption price over its issue price. The issue price of a Grantor Trust Fractional Interest Certificate as to any purchaser will be equal to the price paid by such purchaser of the Grantor Trust Fractional Interest Certificate. The stated redemption price of a Grantor Trust Fractional Interest Certificate will be the sum of all payments to be made on such Certificate, other than "qualified stated interest", if any, as well as such Certificate's share of reasonable servicing fees and other expenses. See "--Taxation of Owners of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Do Not Apply" for a definition of "qualified stated interest". In general, the amount of such income that accrues in any month would equal the product of such holder's adjusted basis in such Grantor Trust Fractional Interest Certificate at the beginning of such month (see "--Sales of Grantor Trust Certificates" below) and the yield of such Grantor Trust Fractional Interest Certificate to such holder. Such yield would be computed as the rate (compounded based on the regular interval between payment dates) that, if used to discount the holder's share of future payments on the Mortgage Loans, would cause the present value of those future payments to equal the price at which the holder purchased such Certificate. In computing yield under the stripped bond rules, a Certificateholder's share of future payments on the Mortgage Loans will not include any payments made in respect of any ownership interest in the Mortgage Loans retained by the Depositor, the Master Servicer, the Special Servicer, any Sub-Servicer or their respective affiliates, but will include such Certificateholder's share of any reasonable servicing fees and other expenses. Section 1272(a)(6) of the Code requires (i) the use of a reasonable prepayment assumption in accruing original issue discount and (ii) adjustments in the accrual of original issue discount when prepayments do not conform to the prepayment assumption, with respect to certain categories of debt instruments. Recent legislation extends the scope of that section to any pool of debt instruments the yield on which may be affected by reason of prepayments, effective for taxable years beginning after enactment. The precise application of the new legislation is unclear in certain respects. For example, it is uncertain whether a prepayment assumption will be applied collectively to all a taxpayer's investments in pools of debt instruments or will be applied on an investment-by-investment basis. Similarly, as to investments in Grantor Trust Fractional Interest Certificates, it is not clear whether the assumed prepayment rate is to be determined based on conditions at the time of the first sale of the Grantor Trust Fractional Interest Certificate or, with respect to any holder, at the time of purchase of the Grantor Trust Fractional Interest Certificate by that holder. It is recommended that Certificateholders consult their tax advisors concerning reporting original issue discount with respect to Grantor Trust Fractional Interest Certificates. In the case of a Grantor Trust Fractional Interest Certificate acquired at a price equal to the principal amount of the Mortgage Loans allocable to such Certificate, the use of a prepayment assumption generally would not have any significant effect on the yield used in calculating accruals of interest income. In the case, however, of a Grantor Trust Fractional Interest Certificate acquired at a discount or premium (that is, at a price less than or greater than such principal amount, respectively), the use of a reasonable prepayment assumption would increase or decrease such yield, and thus accelerate or decelerate, respectively, the reporting of income. -108- In the absence of statutory or administrative clarification, it is currently intended that information reports or returns to the IRS and Certificateholders will be based on a prepayment assumption (the "Prepayment Assumption") determined when Certificates are offered and sold hereunder and disclosed in the related Prospectus Supplement, and on a constant yield computed using a representative initial offering price for each Class of Certificates. However, neither the Depositor nor any other person will make any representation that the Mortgage Loans will in fact prepay at a rate conforming to such Prepayment Assumption or any other rate or that the Prepayment Assumption will not be challenged by the IRS on audit. Certificateholders also should bear in mind that the use of a representative initial offering price will mean that such information returns or reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial Certificateholders of each Series who bought at that price. Under Treasury Regulation Section 1.1286-1, certain stripped bonds are to be treated as market discount bonds and, accordingly, any purchaser of such a bond is to account for any discount on the bond as market discount rather than original issue discount. This treatment only applies, however, if immediately after the most recent disposition of the bond by a person stripping one or more coupons from the bond and disposing of the bond or coupon (i) there is no original issue discount (or only a de minimis amount of original issue discount) or (ii) the annual stated rate of interest payable on the original bond is no more than one percentage point lower than the gross interest rate payable on the original mortgage loan (before subtracting any servicing fee or any stripped coupon). If interest payable on a Grantor Trust Fractional Interest Certificate is more than one percentage point lower than the gross interest rate payable on the Mortgage Loans, the related Prospectus Supplement will disclose that fact. If the original issue discount or market discount on a Grantor Trust Fractional Interest Certificate determined under the stripped bond rules is less than 0.25% of the stated redemption price multiplied by the weighted average maturity of the Mortgage Loans, then such original issue discount or market discount will be considered to be de minimis. Original issue discount or market discount of only a de minimis amount will be included in income in the same manner as de minimis original issue discount and market discount described in "--Taxation of Owners of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Do Not Apply" and "--Market Discount" below. If Stripped Bond Rules Do Not Apply. Subject to the discussion below on original issue discount, if the stripped bond rules do not apply to a Grantor Trust Fractional Interest Certificate, the Certificateholder will be required to report its share of the interest income on the Mortgage Loans in accordance with such Certificateholder's normal method of accounting. In that case, the original issue discount rules will apply, even if the stripped bond rules do not apply, to a Grantor Trust Fractional Interest Certificate to the extent it evidences an interest in Mortgage Loans issued with original issue discount. The original issue discount, if any, on the Mortgage Loans will equal the difference between the stated redemption price of such Mortgage Loans and their issue price. For a definition of "stated redemption price," see "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount" above. In general, the issue price of a Mortgage Loan will be the amount received by the borrower from the lender under the terms of the Mortgage Loan, less any "points" paid by the borrower, and the stated redemption price of a Mortgage Loan will equal its principal amount, unless the Mortgage Loan provides for an initial "teaser," or below-market interest rate. The determination as to whether original issue discount will be considered to be de minimis will be calculated using the same test as in the REMIC discussion. See "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount" above. In the case of Mortgage Loans bearing adjustable or variable interest rates, the related Prospectus Supplement will describe the manner in which such rules will be applied with respect to those Mortgage Loans by the Trustee or Master Servicer, as applicable, in preparing information returns to the Certificateholders and the IRS. -109- If original issue discount is in excess of a de minimis amount, all original issue discount with respect to a Mortgage Loan will be required to be accrued and reported in income each month, based on a constant yield. Under recent legislation, Section 1272(a)(6) of the Code requires that a prepayment assumption be used in computing yield with respect to any pool of debt instruments, the yield on which may be affected by prepayments. The precise application of the new legislation is unclear in certain respects. For example, it is uncertain whether a prepayment assumption will be applied collectively to all a taxpayer's investments in pools of debt instruments or will be applied on an investment-by-investment basis. Similarly, as to investments in Grantor Trust Fractional Interest Certificates, it is not clear whether the assumed prepayment rate is to be determined at the time of the first sale of the Grantor Trust Fractional Interest Certificate or, with respect to any holder, at the time of that holder's purchase of the Grantor Trust Fractional Interest Certificate. It is recommended that Certificateholders consult their own tax advisors concerning reporting original issue discount with respect to Grantor Trust Fractional Interest Certificates and refer to the related Prospectus Supplement with respect to each Series to determine whether and in what manner the original issue discount rules will apply to Mortgage Loans in such Series. A purchaser of a Grantor Trust Fractional Interest Certificate that purchases such Grantor Trust Fractional Interest Certificate at a cost less than such Certificate's allocable portion of the aggregate remaining stated redemption price of the Mortgage Loans held in the related Trust Fund will also be required to include in gross income such Certificate's daily portions of any original issue discount with respect to such Mortgage Loans. However, each such daily portion will be reduced, if the cost of such Grantor Trust Fractional Interest Certificate to such purchaser is in excess of such Certificate's allocable portion of the aggregate "adjusted issue prices" of the Mortgage Loans held in the related Trust Fund, approximately in proportion to the ratio such excess bears to such Certificate's allocable portion of the aggregate original issue discount remaining to be accrued on such Mortgage Loans. The adjusted issue price of a Mortgage Loan on any given day equals the sum of (i) the adjusted issue price (or, in the case of the first accrual period, the issue price) of such Mortgage Loan at the beginning of the accrual period that includes such day and (ii) the daily portions of original issue discount for all days during such accrual period prior to such day. The adjusted issue price of a Mortgage Loan at the beginning of any accrual period will equal the issue price of such Mortgage Loan, increased by the aggregate amount of original issue discount with respect to such Mortgage Loan that accrued in prior accrual periods, and reduced by the amount of any payments made on such Mortgage Loan in prior accrual periods of amounts included in its stated redemption price. In the absence of statutory or administrative clarification, it is currently intended that information reports or returns to the IRS and Certificateholders will be based on a prepayment assumption (the "Prepayment Assumption") determined when Certificates are offered and sold hereunder and disclosed in the related Prospectus Supplement, and on a constant yield computed using a representative initial offering price for each Class of Certificates. However, neither the Depositor nor any other person will make any representation that the Mortgage Loans will in fact prepay at a rate conforming to such Prepayment Assumption or any other rate or that the Prepayment Assumption will not be challenged by the IRS on audit. Certificateholders also should bear in mind that the use of a representative initial offering price will mean that such information returns or reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial Certificateholders of each Series who bought at that price. Market Discount. If the stripped bond rules do not apply to a Grantor Trust Fractional Interest Certificate, a Certificateholder may be subject to the market discount rules of Sections 1276 through 1278 of the Code to the extent an interest in a Mortgage Loan is considered to have been purchased at a "market discount", that is, in the case of a Mortgage Loan issued without original issue discount, at a purchase price less than its remaining stated redemption price (as defined above), or in the case of a Mortgage Loan issued with original issue discount, at a purchase price less than its adjusted issue price (as defined above). If market discount is in excess of a de minimis amount (as described below), the holder generally will be required to include in income in each month the amount of such discount that has accrued (under the rules described in the next paragraph) through -110- such month that has not previously been included in income, but limited, in the case of the portion of such discount that is allocable to any Mortgage Loan, to the payment of stated redemption price on such Mortgage Loan that is received by (or, in the case of accrual basis Certificateholders, due to) the Trust Fund in that month. A Certificateholder may elect to include market discount in income currently as it accrues (under a constant yield method based on the yield of the Certificate to such holder) rather than including it on a deferred basis in accordance with the foregoing under rules similar to those described in "--Taxation of Owners of REMIC Regular Interests--Market Discount" above. Section 1276(b)(3) of the Code authorizes the Treasury Department to issue regulations providing for the method for accruing market discount on debt instruments, the principal of which is payable in more than one installment. Until such time as regulations are issued by the Treasury Department, certain rules described in the Committee Report apply. Under those rules, in each accrual period market discount on the Mortgage Loans should accrue, at the holder's option: (i) on the basis of a constant yield method, (ii) in the case of a Mortgage Loan issued without original issue discount, in an amount that bears the same ratio to the total remaining market discount as the stated interest paid in the accrual period bears to the total stated interest remaining to be paid on the Mortgage Loan as of the beginning of the accrual period, or (iii) in the case of a Mortgage Loan issued with original issue discount, in an amount that bears the same ratio to the total remaining market discount as the original issue discount accrued in the accrual period bears to the total original issue discount remaining at the beginning of the accrual period. Under recent legislation, Section 1272(a)(6) of the Code requires that a prepayment assumption be used in computing the accrual of original issue discount with respect to any pool of debt instruments, the yield on which may be affected by prepayments. Because the Mortgage Loans will be such a pool, it appears that the prepayment assumption used (or that would be used) in calculating the accrual of original issue discount, if any, is also to be used in calculating the accrual of market discount. However, the precise application of the new legislation is unclear in certain respects. For example, it is uncertain whether a prepayment assumption will be applied collectively to all of a taxpayer's investments in pools of debt instruments or will be applied on an investment-by-investment basis. Similarly, it is not clear whether the assumed prepayment rate is to be determined at the time of the first sale of the Grantor Trust Fractional Interest Certificate or, with respect to any holder, at the time of that holder's purchase of the Grantor Trust Fractional Interest Certificate. Moreover, because the regulations referred to in the preceding paragraph have not been issued, it is not possible to predict what effect such regulations might have on the tax treatment of a Mortgage Loan purchased at a discount in the secondary market. It is recommended that Certificateholders consult their own tax advisors concerning accrual of market discount with respect to Grantor Trust Fractional Interest Certificates and should refer to the related Prospectus Supplement with respect to each Series to determine whether and in what manner the market discount will apply to Mortgage Loans purchased at a market discount in such Series. To the extent that the Mortgage Loans provide for periodic payments of stated redemption price, market discount may be required to be included in income at a rate that is not significantly slower than the rate at which such discount would be included in income if it were original issue discount. Market discount with respect to Mortgage Loans may be considered to be de minimis and, if so, will be includible in income under de minimis rules similar to those described above in "--REMICs--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount" above. Further, under the rules described above in "--REMICs--Taxation of Owners of REMIC Regular Certificates--Market Discount", any discount that is not original issue discount and exceeds a de minimis amount may require the deferral of interest expense deductions attributable to accrued market discount not yet includible in income, unless an election has been made to report market discount currently as it accrues. This rule applies without regard to the origination dates of the Mortgage Loans. -111- Premium. If a Certificateholder is treated as acquiring the underlying Mortgage Loans at a premium, that is, at a price in excess of their remaining stated redemption price, such Certificateholder may elect under Section 171 of the Code to amortize using a constant yield method the portion of such premium allocable to Mortgage Loans originated after September 27, 1985. Amortizable premium is treated as an offset to interest income on the related debt instrument, rather than as a separate interest deduction. However, premium allocable to Mortgage Loans originated before September 28, 1985 or to Mortgage Loans for which an amortization election is not made, should be allocated among the payments of stated redemption price on the Mortgage Loan and be allowed as a deduction as such payments are made (or, for a Certificateholder using the accrual method of accounting, when such payments of stated redemption price are due). It appears that a prepayment assumption should be used in computing amortization of premium allowable under Section 171 of the Code similar to that described for calculating the accrual of market discount of Grantor Trust Fractional Interest Certificates. See "--Taxation of Owners of Grantor Trust Fractional Interest Certificates -- Market Discount", above. Taxation of Owners of Grantor Trust Strip Certificates. The "stripped coupon" rules of Section 1286 of the Code will apply to the Grantor Trust Strip Certificates. Except as described above in "--Taxation of Owners of Grantor Trust Fractional Interest Certificates-If Stripped Bond Rules Apply", no regulations or published rulings under Section 1286 of the Code have been issued and some uncertainty exists as to how it will be applied to securities such as the Grantor Trust Strip Certificates. Accordingly, it is recommended that holders of Grantor Trust Strip Certificates consult their tax advisors concerning the method to be used in reporting income or loss with respect to such Certificates. The OID Regulations do not apply to "stripped coupons", although they provide general guidance as to how the original issue discount sections of the Code will be applied. Under the stripped coupon rules, it appears that original issue discount will be required to be accrued in each month on the Grantor Trust Strip Certificates based on a constant yield method. In effect, each holder of Grantor Trust Strip Certificates would include as interest income in each month an amount equal to the product of such holder's adjusted basis in such Grantor Trust Strip Certificate at the beginning of such month and the yield of such Grantor Trust Strip Certificate to such holder. Such yield would be calculated based on the price paid for that Grantor Trust Strip Certificate by its holder and the payments remaining to be made thereon at the time of the purchase, plus an allocable portion of the servicing fees and expenses to be paid with respect to the Mortgage Loans. See "--Taxation of Owners of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Apply" above. As noted above, Section 1272(a)(6) of the Code requires that a prepayment assumption be used in computing the accrual of original issue discount with respect to certain categories of debt instruments, and that adjustments be made in the amount and rate of accrual of such discount when prepayments do not conform to such prepayment assumption. It appears that those provisions would apply to Grantor Trust Strip Certificates. It is uncertain whether the assumed prepayment rate would be determined based on conditions at the time of the first sale of the Grantor Trust Strip Certificate or, with respect to any subsequent holder, at the time of purchase of the Grantor Trust Strip Certificate by that holder. If the method for computing original issue discount under Section 1272(a)(6) results in a negative amount of original issue discount as to any accrual period with respect to a REMIC Regular Certificate, the amount of original issue discount allocable to such accrual period will be zero. That is, no current deduction of such negative amount will be allowed to the holder of such Certificate. The holder will instead only be permitted to offset such negative amount against future positive original issue discount (if any) attributable to such a Certificate. Although not free from doubt, it is possible that a Certificateholder may be permitted to deduct a loss -112- to the extent his or her basis in the Certificate exceeds the maximum amount of payments such Certificateholder could ever receive with respect to such Certificate. However, any such loss may be a capital loss, which is limited in its deductibility. The foregoing considerations are particularly relevant to Stripped Interest Certificates, which can have negative yields under circumstances that are not default related. See "Risk Factors--Effect of Prepayments on Yield of Certificates" herein. The accrual of income on the Grantor Trust Strip Certificates will be significantly slower using a prepayment assumption than if yield is computed assuming no prepayments. In the absence of statutory or administrative clarification, it currently is intended to base information returns or reports to the IRS and Certificateholders on the Prepayment Assumption disclosed in the related Prospectus Supplement and on a constant yield computed using a representative initial offering price for each Class of Certificates. However, neither the Depositor nor any other person will make any representation that the Mortgage Loans will in fact prepay at a rate conforming to the Prepayment Assumption or at any other rate or that the Prepayment Assumption will not be challenged by the IRS on audit. Certificateholders also should bear in mind that the use of a representative initial offering price will mean that such information returns or reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial Certificateholders of each Series who bought at that price. It is recommended that prospective purchasers of the Grantor Trust Strip Certificates consult their tax advisors regarding the use of the Prepayment Assumption. Sales of Grantor Trust Certificates. Any gain or loss, equal to the difference between the amount realized on the sale or exchange of a Grantor Trust Certificate and its adjusted basis, recognized on such sale or exchange of a Grantor Trust Certificate by an investor who holds such Grantor Trust Certificate as a capital asset, will be capital gain or loss, except to the extent of accrued and unrecognized market discount, which will be treated as ordinary income, and (in the case of banks and other financial institutions) except as provided under Section 582(c) of the Code. The adjusted basis of a Grantor Trust Certificate generally will equal its cost, increased by any income reported by the seller (including original issue discount and market discount income) and reduced (but not below zero) by any previously reported losses, any amortized premium and by any distributions with respect to such Grantor Trust Certificate. The Code as of the date of this Prospectus provides for lower rates as to long-term capital gains, than those applicable to the short-term capital gains and ordinary income realized or received by individuals. No such rate differential exists for corporations. In addition, the distinction between a capital gain or loss and ordinary income or loss remains relevant for other purposes. Gain or loss from the sale of a Grantor Trust Certificate may be partially or wholly ordinary and not capital in certain circumstances. Gain attributable to accrued and unrecognized market discount will be treated as ordinary income, as will gain or loss recognized by banks and other financial institutions subject to Section 582(c) of the Code. Furthermore, a portion of any gain that might otherwise be capital gain may be treated as ordinary income to the extent that the Grantor Trust Certificate is held as part of a "conversion transaction" within the meaning of Section 1258 of the Code. A conversion transaction generally is one in which the taxpayer has taken two or more positions in the same or similar property that reduce or eliminate market risk, if substantially all of the taxpayer's return is attributable to the time value of the taxpayer's net investment in such transaction. The amount of gain realized in a conversion transaction that is recharacterized as ordinary income generally will not exceed the amount of interest that would have accrued on the taxpayer's net investment at 120% of the appropriate "applicable Federal rate" (which rate is computed and published monthly by the IRS) at the time the taxpayer enters into the conversion transaction, subject to appropriate reduction for prior inclusion of interest and other ordinary income items from the transaction. Finally, a taxpayer may elect to have net capital gain taxed at ordinary income rates rather than capital gains rates in order to include such net capital gain in total net investment income for that taxable year, for purposes of the rule that limits the deduction of interest on indebtedness incurred to purchase or carry property held for investment to a taxpayer's net investment income. -113- Grantor Trust Reporting. Unless otherwise provided in the related Prospectus Supplement, the Trustee or Master Servicer, as applicable, will furnish to each holder of a Grantor Trust Certificate with each distribution a statement setting forth the amount of such distribution allocable to principal on the underlying Mortgage Loans and to interest thereon at the related Pass-Through Rate. In addition, the Trustee or Master Servicer, as applicable, will furnish, within a reasonable time after the end of each calendar year, to each holder of a Grantor Trust Certificate who was such a holder at any time during such year, information regarding the amount of servicing compensation received by the Master Servicer, the Special Servicer or any Sub-Servicer, and such other customary factual information as the Depositor or the reporting party deems necessary or desirable to enable holders of Grantor Trust Certificates to prepare their tax returns and will furnish comparable information to the IRS as and when required by law to do so. Because the rules for accruing discount and amortizing premium with respect to the Grantor Trust Certificates are uncertain in various respects, there is no assurance the IRS will agree with the Trustee's or Master Servicer's, as the case may be, information reports of such items of income and expense. Moreover, such information reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial Certificateholders that bought their Certificates at the representative initial offering price used in preparing such reports. On August 13, 1998, the Service published proposed regulations, which will, when effective, establish a reporting framework for interests in "widely held fixed investment trusts" similar to that for regular interests in REMICs. A widely-held fixed investment trust is defined as any 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, a custodian of a person's account, a nominee, and a broker holding an interest for a customer in street name). These regulations are proposed to be effective for calendar years beginning on or after the date that the final regulations are published in the Federal Register. Backup Withholding. In general, the rules described above in "--REMICs--Backup Withholding with Respect to REMIC Certificates" will also apply to Grantor Trust Certificates. Foreign Investors. In general, the discussion with respect to REMIC Regular Certificates in "--REMICs--Foreign Investors in REMIC Certificates" above applies to Grantor Trust Certificates except that Grantor Trust Certificates will, unless otherwise disclosed in the related Prospectus Supplement, be eligible for exemption from U.S. withholding tax, subject to the conditions described in such discussion, only to the extent the related Mortgage Loans were originated after July 18, 1984. To the extent that interest on a Grantor Trust Certificate would be exempt under Sections 871(h)(1) and 881(c) of the Code from United States withholding tax, and the Grantor Trust Certificate is not held in connection with a Certificateholder's trade or business in the United States, such Grantor Trust Certificate will not be subject to United States estate taxes in the estate of a nonresident alien individual. STATE AND OTHER TAX CONSEQUENCES In addition to the federal income tax consequences described in "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 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, it is recommended that prospective investors consult their tax advisors with respect to the various tax consequences of investments in the Offered Certificates. -114- ERISA CONSIDERATIONS General ERISA and the Code impose certain requirements on employee benefit plans, and on certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts (and as applicable, insurance company general accounts) in which such plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA and Section 4975 of the Code ("Plans"), and on persons who are fiduciaries with respect to such Plans, in connection with the investment of Plan assets. Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements. 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. Any such plan which is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code, however, 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 or administrative exemption is available. The types of transactions between Plans and Parties in Interest that are prohibited include: (a) sales, exchanges or leases of property, (b) loans or other extensions of credit and (c) the furnishing of goods and services. Certain Parties in Interest that participate in a prohibited transaction may be subject to an excise tax imposed pursuant to Section 4975 of the Code or a penalty imposed pursuant to Section 502(i) of ERISA, unless a statutory or administrative exemption is available. In addition, the persons involved in the prohibited transaction may have to rescind the transaction and pay an amount to the Plan for any losses realized by the Plan or profits realized by such persons, individual retirement accounts involved in the transaction may be disqualified resulting in adverse tax consequences to the owner of such account and certain other liabilities could result that would have a significant adverse effect on such person. Plan Asset Regulations A Plan's investment in Offered Certificates may cause the underlying Mortgage Assets and other assets included in a related Trust Fund to be deemed assets of such Plan. Section 2510.3-101 of the regulations (the "Plan Asset Regulations") of the United States Department of Labor (the "DOL") provides that when a Plan acquires an equity interest in an entity, the Plan's assets include both such equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions apply, including that the equity participation in the entity by "benefit plan investors" (i.e., 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 (determined by not including the investments of persons with discretionary authority or control over the assets of such entity, of any person who provides investment advice for a fee (direct or indirect) with respect to such assets, and "affiliates" (as defined in the DOL regulations relating to Plan assets) of such persons). 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 (determined by not including the investments of the Depositor, the Trustee, the Master -115- Servicer, the Special Servicer, any other parties with discretionary authority over the assets of a Trust Fund and their respective affiliates). 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 a Master Servicer, a Special Servicer, any Sub-Servicer, a Trustee, the obligor under any related credit enhancement mechanism, or certain affiliates thereof may be deemed to be a Plan "fiduciary" with respect to the investing Plan and thus subject to the fiduciary responsibility provisions of ERISA. In addition, if the underlying assets of a Trust Fund constitute Plan assets, the Depositor, any related REMIC Administrator, any related Manager, any mortgagor with respect to a related Mortgage Loan or a mortgage loan underlying a related MBS, as well as each of the parties described in the preceding sentence, may become Parties in Interest with respect to an investing Plan (or of a Plan holding an interest in an investing entity). Thus, if the Mortgage Assets and other assets included in a Trust Fund constitute Plan assets, the operation of the Trust Fund, may involve a prohibited transaction under ERISA or the Code. For example, if a person who is a Party in Interest with respect to an investing Plan is a mortgagor with respect to a Mortgage Loan included in a Trust Fund, the purchase of Certificates by the Plan could constitute a prohibited loan between a Plan and a Party in Interest. 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" certain FHLMC Certificates, GNMA Certificates and FNMA Certificates, but do not include FAMC Certificates. Accordingly, even if such types of MBS (other than FAMC Certificates) included in a Trust Fund were deemed to be assets of Plan investors, the mortgages underlying such MBS (other than FAMC Certificates) would not be treated as assets of such Plans. Thus, the prohibited transaction described in the preceding paragraph (regarding a prohibited loan) would not occur with respect to such types of MBS (other than FAMC Certificates) held in a Trust Fund, even if such MBS were treated as assets of Plans. Private label mortgage participations, mortgage pass-through certificates, FAMC Certificates or other mortgage-backed securities are not "guaranteed governmental mortgage pool certificates" within the meaning of the Plan Asset Regulations. In addition, and without regard to whether the Mortgage Assets and other assets included in a Trust Fund constitute Plan assets, the acquisition or holding of Offered Certificates by or on behalf of a Plan could give rise to a prohibited transaction if the Depositor, the related Trustee or any related Underwriter, Master Servicer, Special Servicer, Sub-Servicer, REMIC Administrator, Manager, mortgagor or obligor under any credit enhancement mechanism, or any of certain affiliates thereof, is or becomes a Party in Interest with respect to an investing Plan. Accordingly, 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 In considering an investment in the Offered Certificates, a Plan fiduciary should consider the availability of prohibited transaction exemptions promulgated by the DOL including, among others, Prohibited Transaction Class Exemption ("PTCE") 75-1, which exempts certain transactions involving Plans and certain broker-dealers, reporting dealers and banks; PTCE 90-1, which exempts certain transactions between insurance company separate accounts and Parties in Interest; PTCE 91-38, which exempts certain transactions between bank collective investment funds and Parties in Interest; PTCE 84-14, which exempts certain transactions effected on behalf of a Plan by a "qualified professional asset manager"; PTCE 95-60, which exempts certain transactions between insurance company general accounts and Parties in Interest; and PTCE 96-23, which exempts certain -116- transactions effected on behalf of a Plan by an "in-house asset manager". There can be no assurance that any of these class exemptions will apply with respect to any particular Plan investment in the Certificates or, even if it were deemed to apply, that any exemption would apply to all transactions that may occur in connection with such investment. The Prospectus Supplement with respect to the Offered Certificates of any Series may contain additional information regarding the availability of other exemptions with respect to such Offered Certificates. Insurance Company General Accounts In addition to any exemption that may be available under PTCE 95-60 for the purchase and holding of Offered Certificates by an insurance company general account, the Small Business Job Protection Act of 1996 added a new Section 401(c) to ERISA, which provides certain exemptive relief from the provisions of Part 4 of Title I of ERISA and Section 4975 of the Code, including the prohibited transaction restrictions imposed by ERISA and the related excise taxes imposed by the Code, for transactions involving an insurance company general account. Pursuant to Section 401(c) of ERISA, the DOL is required to issue final regulations ("401(c) Regulations") no later than December 31, 1997, which are to provide guidance for the purpose of determining, in cases where insurance policies supported by an insurer's general account are issued to or for the benefit of a Plan on or before December 31, 1998, which general account assets constitute Plan assets. Section 401(c) of ERISA generally provides that, until the date which is 18 months after the 401(c) Regulations become final, no person shall be subject to liability under Part 4 of Title I of ERISA and Section 4975 of the Code on the basis of a claim that the assets of an insurance company general account constitute Plan assets, unless (i) as otherwise provided by the Secretary of Labor in the 401(c) Regulations to prevent avoidance of the regulations or (ii) an action is brought by the Secretary of Labor for certain breaches of fiduciary duty which would also constitute a violation of federal or state criminal law. Any assets of an insurance company general account which support insurance policies issued to a Plan after December 31, 1998 or issued to Plans on or before December 31, 1998 for which the insurance company does not comply with the 401(c) Regulations may be treated as Plan assets. In addition, because Section 401(c) does not relate to insurance company separate accounts, separate account assets are still treated as Plan assets of any Plan invested in such separate account. Insurance companies contemplating the investment of general account assets in Offered Certificates should consult with their legal counsel with respect to the applicability of Section 401(c) of ERISA, including the general account's ability to continue to hold such Certificates after the date which is 18 months after the date the 401(c) Regulations become final. Consultation With Counsel Any Plan fiduciary which proposes to purchase Offered Certificates on behalf of or with assets of a Plan should consider its general fiduciary obligations under ERISA and should consult with its counsel with respect to the potential applicability of ERISA and the Code to such investment and the availability of any prohibited transaction exemption in connection therewith. 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 REMIC Residual Certificate held by a Tax-Exempt Investor will be considered UBTI and thus will be subject to federal income tax. See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC Residual Certificates-Excess Inclusions". -117- LEGAL INVESTMENT If and to the extent so specified in the related Prospectus Supplement, the Offered Certificates of any Series will constitute "mortgage related securities" for purposes of SMMEA. In general, "mortgage related securities" are legal investments for persons, trusts, corporations, partnerships, associations, business trusts and business entities (including depository institutions, insurance companies 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), and 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 agency or instrumentality thereof constitute legal investments for such entities. The appropriate characterization of those Offered Certificates not qualifying as "mortgage related securities" ("Non-SMMEA Certificates") under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase such Offered Certificates, may be subject to significant interpretive uncertainties. Accordingly, investors whose investment authority is subject to legal restrictions should consult their own legal advisors to determine whether and to what extent the Non-SMMEA Certificates constitute legal investments for them. Prior to December 31, 1996, only Classes of Offered Certificates that (i) were rated in one of the two highest rating categories by one or more Rating Agencies and (ii) were part of a Series evidencing interests in a Trust Fund consisting of loans directly secured by a first lien on a single parcel of real estate upon which is located a dwelling or mixed residential and commercial structure, and originated by the types of originators specified in SMMEA, would be "mortgage related securities" for purposes of SMMEA. Furthermore, under SMMEA as originally enacted, if a state enacted legislation on or before October 3, 1991 that specifically limited the legal investment authority of any the entities referred to in the preceding paragraph with respect to "mortgage related securities" under such definition, Offered Certificates would constitute legal investments for entities subject to such legislation only to the extent provided in such legislation. Effective December 31, 1996, the definition of "mortgage related securities" was modified to include among the types of loans to which such securities may relate, loans secured by "one or more parcels of real estate upon which is located one or more commercial structures". In addition, the related legislative history states that this expanded definition includes multifamily loans secured by more than one parcel of real estate upon which is located more than one structure. Until September 23, 2001, any state may enact legislation limiting the extent to which "mortgage related securities" under this expanded definition would constitute legal investments under that state's laws. However, enactment by a state of any such legislative restrictions will not affect the validity of any contractual commitment to purchase, hold or invest in securities qualifying as "mortgage related securities" that was made, and will not require the sale or disposition of any securities that were acquired, prior to enactment of such state 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 such securities, and national banks may purchase such securities for their own account without regard to the limitations generally applicable to investment securities set forth in 12 U.S.C. ss.24 (Seventh), subject in each case to such regulations as the applicable federal regulatory authority may prescribe. In this connection, the Office of the Comptroller of the Currency (the "OCC") has amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell for their own account, without limitation as to a percentage of the bank's capital and surplus (but subject to compliance with certain general standards in 12 C.F.R. ss.1.5 concerning "safety and soundness" and retention of credit information), certain "Type IV securities", defined in 12 C.F.R. ss.1.2(1) to include certain "commercial mortgage-related securities" and "residential mortgage-related securities". As so defined, "commercial mortgage-related security" and "residential mortgage-related security" mean, in relevant part, "mortgage related security" within the meaning of SMMEA, provided that, in the case of a -118- "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" under certain limited circumstances, other than stripped mortgage related securities, residual interests in mortgage related securities, and commercial mortgage related securities, unless the credit union has obtained written approval from the NCUA to participate in the "investment pilot program" described in 12 C.F.R. ss.703.140. 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", which thrift institutions subject to the jurisdiction of the OTS should consider before investing in any of the Offered Certificates. All depository institutions considering an investment in the Offered Certificates should review the "Supervisory Policy Statement on Investment Securities and End-User Derivatives Activities" (the "1998 Policy Statement") of the Federal Financial Institutions Examination Council, which has been adopted by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation (the "FDIC"), the OCC and the OTS effective May 26, 1998, and by the NCUA effective October 1, 1998. The 1998 Policy Statement sets forth general guidelines which depository institutions must follow in managing risks (including market, credit, liquidity, operational (transaction), and legal risks) applicable to all securities (including mortgage pass-through securities and mortgage-derivative products) used for investment purposes. Institutions whose investment activities are subject to regulation by federal or state authorities should review rules, policies and guidelines adopted from time to time by such authorities before purchasing any Offered Certificates, as certain Series or Classes of Offered Certificates may be deemed unsuitable investments, or may otherwise be restricted, under such 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 Offered Certificates issued in book-entry form, provisions which may restrict or prohibit investments in securities which are issued in book-entry form. Except as to the status of certain Classes of Offered Certificates as "mortgage related securities", no representations are made as to the proper characterization of the Offered Certificates for legal investment purposes, financial institution regulatory purposes, or other purposes, or as to the ability of particular investors to purchase Offered Certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning legal investment of financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity of the Offered Certificates. Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their legal advisors in determining whether and to what extent the Offered Certificates of any Class and Series constitute legal investments or are subject to investment, capital or other restrictions and, if applicable, whether SMMEA has been overridden in any jurisdiction relevant to such investor. -119- USE OF PROCEEDS Unless otherwise specified in the related Prospectus Supplement, 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 Trust Assets 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 the Offered Certificates of each Series will describe the method of offering being utilized for such Offered Certificates and will state the net proceeds to the Depositor from the sale of such Offered Certificates. 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. Furthermore, the Trust Fund for one Series of Offered Certificates may include Offered Certificates from other Series. 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. -120- 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 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, 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 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. As to any Series, only those Classes rated in an investment grade rating category by any 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 more institutional investors. 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 Sidley & Austin. FINANCIAL INFORMATION A new Trust Fund will be formed with respect to each Series, and no Trust Fund will engage in any business activities or have any assets or obligations prior to the issuance of the related Series. 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 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 mortgage pass-through certificates do not represent any assessment of the likelihood of principal prepayments by borrowers or of the degree by which such prepayments might differ from those originally anticipated. As a result, Certificateholders might suffer a lower than anticipated yield, and, in addition, holders of Stripped Interest Certificates might, in certain cases fail to -121- 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. -122- INDEX OF PRINCIPAL DEFINITIONS Page ---- 1998 Policy Statement........................................................119 401(c) Regulations...........................................................117 ACMs..........................................................................83 ADA...........................................................................86 Call Risk.....................................................................19 Cash Flow Agreement...........................................................14 CERCLA........................................................................82 Certificate Account...........................................................61 Certificate Notional Amount...................................................12 Certificate Owner.............................................................55 Certificate Principal Balance.................................................12 Certificateholders............................................................49 Certificates...................................................................1 Class..........................................................................1 Closing Date..................................................................10 Commercial Properties.........................................................30 Commission.....................................................................3 Committee Report..............................................................90 Companion Class...............................................................51 Contributions Tax............................................................102 Controlled Amortization Class.................................................51 Controlled Amortization Classes...............................................12 Cooperatives..................................................................30 CPR...........................................................................46 Credit Support................................................................14 Crime Control Act.............................................................87 Cut-off Date..................................................................10 Definitive Certificates.......................................................49 Depositor......................................................................1 Determination Date............................................................49 Disqualified Organization....................................................103 Distribution Date.............................................................13 Distribution Date Statement...................................................53 DOL..........................................................................115 DTC............................................................................3 DTC Participants..............................................................28 Due Dates.....................................................................39 Due Period....................................................................43 Equity Participation..........................................................39 ERISA.........................................................................16 Exchange Act...................................................................3 Extension Risk................................................................19 FAMC..........................................................................41 FAMC Certificates.............................................................41 FHLMC.........................................................................40 FHLMC Certificates............................................................40 Financial Intermediary........................................................55 FN\MA.........................................................................40 -123- Page ---- FNMA Certificates.............................................................40 Garn Act......................................................................84 GNMA..........................................................................41 GNMA Certificates.............................................................41 Grantor Trust Certificates....................................................15 Grantor Trust Fractional Interest Certificate................................106 Grantor Trust Fund............................................................88 Grantor Trust Strip Certificate..............................................106 IRS...........................................................................90 Issue Premium.................................................................97 Lender Liability Act..........................................................83 Letter of Credit Bank.........................................................75 Liquidation Proceeds..........................................................62 Lock-out Date.................................................................39 Lock-out Period...............................................................39 Mark-to-Market Regulations...................................................100 Master Servicer................................................................8 MBS....................................................................1, 10, 29 MBS Administrator..............................................................8 MBS Agreement.................................................................41 MBS Issuer....................................................................41 MBS Servicer..................................................................41 MBS Trustee...................................................................41 Mortgage Asset Pool............................................................1 Mortgage Asset Seller.........................................................29 Mortgage Assets............................................................1, 29 Mortgage Loans..........................................................1, 8, 29 Mortgage Notes................................................................30 Mortgage Rate..................................................................9 Mortgaged Properties..........................................................30 Mortgages.....................................................................30 Multifamily Properties........................................................30 Net Leases....................................................................38 Net Operating Income..........................................................38 Non-SMMEA Certificates.......................................................118 Nonrecoverable Advance........................................................52 OCC..........................................................................118 Offered Certificates...........................................................1 OID Regulations...............................................................88 Originator....................................................................30 OTS..........................................................................119 Parties in Interest..........................................................115 Pass-Through Rate.............................................................12 Percentage Interest...........................................................50 Permitted Investments.........................................................62 Plan Asset Regulations.......................................................115 Plans........................................................................115 Pooling Agreement.............................................................11 Prepayment Assumption...............................................90, 109, 110 Prepayment Interest Shortfall.................................................43 -124- Page ---- Prepayment Premium............................................................39 Prohibited Transactions Tax..................................................102 Prospectus Supplement..........................................................1 PTCE.........................................................................116 Purchase Price................................................................58 Qualified Stated Interest.....................................................91 Rating Agency.................................................................16 Record Date...................................................................49 Related Proceeds..............................................................52 Relief Act....................................................................86 Religious Facilities..........................................................37 REMIC.........................................................................88 REMIC Administrator............................................................8 REMIC Certificates............................................................88 REMIC Provisions..............................................................88 REMIC Regular Certificates....................................................15 REMIC Regulations.............................................................88 REMIC Residual Certificates...................................................15 REO Property..................................................................59 Restaurants...................................................................36 Retail Sales and Service Properties...........................................31 RICO..........................................................................87 Securities Act.................................................................3 Senior Certificates...........................................................11 Senior Liens..................................................................30 Series.........................................................................1 SMMEA.........................................................................16 SPA...........................................................................46 Special Servicer...............................................................8 Storage Properties............................................................35 Stripped Interest Certificates................................................11 Stripped Principal Certificates...............................................11 Sub-Servicer..................................................................61 Sub-Servicing Agreement.......................................................61 Subordinate Certificates......................................................11 Tax Exempt Investor..........................................................117 Tiered REMICs.................................................................90 Title V.......................................................................86 Trust Fund.....................................................................1 Trustee........................................................................8 UBTI.........................................................................117 UCC...........................................................................77 Undelivered Mortgage Assets...................................................10 United States Person.........................................................105 Voting Rights.................................................................53 Warranting Party..............................................................58 -125- The attached diskette contains one spreadsheet file (the "Spreadsheet File") that can be put on a user-specified hard drive or network drive. This file is "DLJ99CG2.XLS". The file "DLJ99CG2.XLS" is a Microsoft Excel(1), Version 5.0 spreadsheet. The file provides, in electronic format, certain statistical information that appears under the caption "Description of the Mortgage Pool" in, and on Exhibits A-1 and A-2 to, the Prospectus Supplement. Defined terms used in the Spreadsheet File but not otherwise defined therein shall have the respective meanings assigned to them in the Prospectus Supplement. All the information contained in the Spreadsheet File is subject to the same limitations and qualifications contained in the Prospectus Supplement. Prospective Investors are strongly urged to read the Prospectus Supplement and accompanying Prospectus in its entirety prior to accessing the Spreadsheet File. - ---------------- (1) Microsoft Excel is a registered trademark of Microsoft Corporation. ----------------------------------------------------------------- ----------------------------------------------------------------- TABLE OF CONTENTS Page Prospectus Supplement Important Notice about the Information Contained in this Prospectus Supplement and the Accompanying Prospectus..............S-2 Executive Summary..........................................................S-6 Summary of Prospectus Supplement...........................................S-7 Risk Factors..............................................................S-37 Description of the Mortgage Pool..........................................S-59 Servicing of the Mortgage Loans..........................................S-100 Description of the Offered Certificates..................................S-115 Yield and Maturity Considerations........................................S-140 Use of Proceeds..........................................................S-146 Federal Income Tax Consequences..........................................S-146 Certain ERISA Considerations.............................................S-150 Legal Investment.........................................................S-153 Method of Distribution...................................................S-154 Legal Matters............................................................S-155 Ratings..................................................................S-155 Index of Principal Definitions...........................................S-157 Exhibit A-1 -- Certain Characteristics of Mortgage Loans and Mortgaged Properties................................A-1-1 Exhibit A-2 -- Mortgage Pool Information................................A-2-1 Exhibit B -- Form of Trustee Report........................................B-1 Exhibit C -- Decrement Tables for Certain Classes of Offered Certificates .................................................C-1 Exhibit D -- Price/Yield Tables for the Class S Certificates .............D-1 Exhibit E -- Summary Term Sheet............................................E-1 Prospectus Available Information........................................................3 Incorporation of Certain Information by Reference............................4 Summary of Prospectus........................................................8 Risk Factors................................................................17 Description of the Trust Funds..............................................29 Yield and Maturity Considerations...........................................43 The Depositor...............................................................48 Description of the Certificates.............................................48 Description of the Pooling Agreements.......................................56 Description of Credit Support...............................................74 Certain Legal Aspects of Mortgage Loans.....................................76 Federal Income Tax Consequences.............................................87 State and Other Tax Consequences..........................................114 ERISA Considerations.......................................................115 Legal Investment...........................................................118 Use of Proceeds............................................................120 Method of Distribution.....................................................120 Legal Matters..............................................................121 Financial Information......................................................121 Rating.....................................................................121 Index of Principal Definitions.............................................123 Until September , 1999, all dealers that effect transactions in the Offered Certificates, whether or not participating in this offering, may be required to deliver a Prospectus Supplement and the accompanying Prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a Prospectus Supplement and the accompanying Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- $1,383,761,000 (Approximate) DLJ Commercial Mortgage Corp. (Depositor) GE Capital Access, Inc., Column Financial, Inc. and Goldman Sachs Mortgage Company (Mortgage Loan Sellers) Class S, Class A-1A, Class A-1B, Class A-2, Class A-3, Class A-4, Class B-1 and Class B-2 DLJ Commercial Mortgage Trust 1999-CG2 Commercial Mortgage Pass-Through Certificates Series 1999-CG2 ------------------ PROSPECTUS SUPPLEMENT ------------------ Donaldson, Lufkin & Jenrette Goldman, Sachs & Co. June , 1999 ----------------------------------------------------------------- ----------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----